Proposed Amendments to the Articles of Incorporation

The Board of Directors of Promise Co., Ltd. approved a motion today to submit a resolution to amend the Articles of Incorporation at the 48th annual shareholders meeting to be held on June 23, 2009. The proposed amendments are as follows:

1. Reason for amendments

Shareholders will be asked to approve the following amendments due to the January 5, 2009 enactment of the Law for Partial Amendments to the Law Concerning Book-entry Transfer of Bonds and Other Securities to Streamline the Settlement of Transactions of Stocks and Other Securities (Law No. 88 of 2004) (“Settlement Streamlining Law” hereafter).

a)    Based on Article 6, Paragraph 1 of the Settlement Streamlining Law, all provisions of the Articles of Incorporation concerning the issuance of share certificates are legally deemed to have been deleted on January 5, 2009. Consequently, all provisions concerning the issuance of share certificates are to be deleted as well as provisions concerning share certificates for less than one unit and the register for lost share certificates. (current Article 7; Article 9, Paragraph 2; and Article 11, Paragraph 3).
       However, supplementary rules for the register for lost share certificates will be established as a transitional measure because the stock transfer agent will continue to maintain this register for a period of one year starting on the day after enactment of the Settlement Streamlining Law.

b)    Based on Article 2 of the supplementary rules of the Settlement Streamlining Law, the Law Concerning Custody and Transfers of Share Certificates, Etc., (Law No. 30 of 1984) is no longer effective. Consequently, all provisions concerning beneficial shareholders and the register of beneficial shareholders are to be deleted. (current Article 10 and Article 11, Paragraph 3)

c)    Numbers of articles and other items are to be revised in association with the above revisions.
 

2. Schedule

Shareholders meeting to vote on amendments:        June 23, 2009 (Tuesday)

Date when amendments become effective:              June 23, 2009 (Tuesday)