(Translation)
ARTICLES OF INCORPORATION
ADVANTEST CORPORATION
ARTICLES OF INCORPORATION
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CHAPTER I. GENERAL PROVISIONS
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Article 1. (Corporate Name)
The Company shall be called "Kabushiki Kaisha Advantest" in Japanese and
shall be expressed in English as "ADVANTEST CORPORATION".
Article 2. (Objective)
The objective of the Company shall be to engage in the following business
activities:
1. Manufacture and sale of electric, electronic and physicochemical
appliances and their applied equipment;
2. Manufacture and sale of appliances, equipment and software related to
any of the foregoing items;
3. Lease and rental of equipment and appliances, etc., incidental to each
of the foregoing items;
4. Workers dispatching business; and
5. Any and all business incidental to any of the foregoing items.
Article 3. (Location of Head Office)
The Company shall have its head office in Nerima-ku, Tokyo.
Article 4. (Method of Public Notice)
The method of the Company's public notice shall be electronic method;
provided that it may do so in the Nikkei, in the event that the Company is
unable to use electronic method due to accident or other unavoidable
reasons.
CHAPTER II. SHARES
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Article 5. (Total Number of Issuable Shares)
The total number of the Company's issuable shares shall be four hundred and
forty million (440,000,000) shares.
Article 6. (Issuance of Share Certificates and Their Denominations)
1. The Company shall issue share certificates representing its shares.
2. The denominations of the share certificates issued by the Company
shall be determined in accordance with the Share Handling Regulations
to be prescribed by the Board of Directors.
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Article 7. (Number of Shares Constituting One Unit of Shares and Non-issuance of
Share Certificates Constituting Less Than One Unit of Shares)
1. The number of shares of the Company constituting one unit of shares
shall be one hundred (100) shares.
2. Notwithstanding the provisions of the preceding article, the Company
shall not issue any share certificates constituting less than one unit
of shares, unless the Share Handling Regulations provide otherwise.
Article 8. (Rights Concerning Shares Constituting Less Than One Unit of Shares)
Shareholders (including beneficial shareholders, hereinafter the same) of
the Company may not exercise his/her rights relating to the shares
constituting less than one unit of shares that such shareholder holds other
than those rights listed below or specified in these Articles of
Incorporation:
(1) Each of the rights provided in Article 189, Paragraph 2 of the
Company Law;
(2) The right to make a request pursuant to the provisions of Article
166, Paragraph 1 of the Company Law; and
(3) The right to receive an allocation of offered shares and offered
stock acquisition rights pursuant to the number of shares held by
the shareholder.
Article 9. (Additional Purchases of Shares Constituting Less Than One Unit of
Shares)
A shareholder of the Company may, pursuant to the provisions of the Share
Handling Regulations, request that the Company sell to such shareholder the
number of shares that will constitute one unit of shares when added to the
number of shares constituting less than one unit of shares held by him/her.
Article 10. (Share Handling Regulations)
Matters related to the handling of shares of the Company and fees therefor,
other than those provided for in laws and regulations or in these Articles
of Incorporation, shall be governed by the Share Handling Regulations to be
prescribed by the Board of Directors.
Article 11. (Share Registration Agent)
1. The Company shall have a share registration agent.
2. Share registration agent and the location of its handling office shall
be determined by resolution of the Board of Directors and the public
notice thereof shall be given.
3. Preparation of, and maintenance and other business concerning, the
shareholders' register (including beneficial shareholders' register,
hereinafter the same), the register for stock acquisition rights and
the register for lost share certificates shall be commissioned to the
share registration agent and shall not be handled by the Company.
Article 12. (Record Date)
1. The Company shall deem the shareholders registered on the last
shareholders' register as of March 31 of each year in writing or
digitally as those shareholders who are entitled to exercise their
rights at the ordinary general meeting of shareholders concerning the
relevant fiscal year.
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2. In addition to the case provided for in the preceding paragraph,
whenever necessary, in accordance with a resolution of the Board of
Directors and upon giving prior public notice, the Company may deem
the shareholders or the registered pledgees of shares registered on
the last shareholders' register as of a certain date in writing or
digitally as those shareholders or the registered pledgees of shares
who are entitled to exercise their rights.
CHAPTER III. GENERAL MEETING OF SHAREHOLDERS
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Article 13. (Convocation of General Meeting of Shareholders)
The Ordinary General Meeting of Shareholders shall be convened within three
(3) months after April 1 each year and the Extraordinary General Meeting of
Shareholders shall be convened at any time whenever necessary.
Article 14. (Internet Disclosure and Deemed Provision of Reference Documents for
General Meeting of Shareholders, etc.)
The Company may, in connection with the convocation of a general meeting of
shareholders, deem the information concerning matters to be stated or
indicated on the reference documents for a general meeting of shareholders,
business report, statement of accounts and consolidated statement of
account to have been provided to the shareholders by disclosing such
information through the Internet pursuant to the applicable rules and the
Ministerial Ordinance of the Ministry of Justice.
Article 15. (Convener and Chairman of General Meeting of Shareholders)
1. The General Meeting of Shareholders shall be convened by a
Representative Director previously determined by the Board of
Directors in accordance with the resolution of the Board of Directors.
In case that such Representative Director is unable to act, one of
other Directors shall take his/her place in the order predetermined by
the Board of Directors.
2. A Representative Director previously determined by the Board of
Directors shall act as the chairman of the General Meeting of
Shareholders, and should such Representative Director be unable to
act, one of other Directors shall take his/her place in the order
predetermined by the Board of Directors.
Article 16. (Method of Resolution)
1. Unless otherwise provided for by laws and regulations or by the
Articles of Incorporation, resolutions of general meetings of
shareholders shall be adopted by a majority vote of the total voting
rights of the shareholders present at the meeting who are entitled to
exercise their voting rights.
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2. Special resolutions of general meetings of shareholders set forth in
Article 309, Paragraph 2 of the Company Law shall be adopted by the
affirmative vote of two-thirds of the total voting rights of
shareholders who are entitled to exercise their voting rights, and a
quorum for the meeting shall require the presence of shareholders
holding at least one-third of the total voting rights.
Article 17. (Restriction on Voting by Proxy)
1. A shareholder may exercise his/her voting right by entrusting one
proxy, who shall be another shareholder, to exercise his/her voting
rights.
2. The Shareholder or proxy shall submit to the Company a document
evidencing the authority of such proxy for each General Meeting of
Shareholders.
Article 18. (Minutes of General Meeting of Shareholders)
A summary of proceedings, results and other matters required by applicable
laws and regulations regarding a general meeting of shareholders shall be
recorded in the minutes in writing or digitally.
CHAPTER IV. DIRECTORS AND THE BOARD OF DIRECTORS
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Article 19. (Establishment of the Board of Directors)
The Company shall establish the Board of Directors.
Article 20. (Number of Directors)
The number of directors of the Company shall be no more than ten (10).
Article 21. (Election of Directors)
1. Directors shall be elected at the General Meeting of Shareholders.
2. A resolution to elect a director shall be made at a meeting at which
the shareholders holding one-third (1/3) or more of the voting rights
of all shareholders who are entitled to exercise their voting rights,
and shall be adopted by a majority of votes thereof.
3. Cumulative voting shall not be used for election of Directors.
Article 22. (Term of Office of Directors)
The term of office of a director shall expire at the close of the ordinary
general meeting of shareholders pertaining to the last fiscal year ending
within one (1) year after appointment.
Article 23. (Representative Directors and Directors with Titles)
1. The Board of Directors shall by its resolution elect one or more
representative directors.
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2. The Board of Directors may by its resolution elect a Chairman of the
Board and a Vice Chairmen of the Board.
Article 24. (Convocation Notice and Resolutions of the Board of Directors)
1. The convocation notice of the Board of Directors shall be dispatched
to each Director and Corporate Auditor at least three (3) days prior
to the date set for the meeting; provided, however, that such period
may be shortened in the case of urgency.
2. The convocation notice as provided for in the preceding paragraph may
be omitted when the unanimous consent of all the Directors and the
Corporate Auditors is obtained.
3. The resolution of the Board of Directors shall be adopted by a
majority vote of the Directors present at the meeting at which a
majority of Directors are present.
4. If a director submits a proposal to resolve a matter that is subject
to resolution by the Board of Directors and if all the directors
(limited to those directors who are entitled to participate in the
resolution of such matter) consent to such proposal in writing or
digitally (except when any corporate auditor objects such proposal),
the Company shall deem that there was a resolution by the Board of
Directors adopting such proposal.
Article 25. (Regulations of the Board of Directors)
Any matters concerning the Board of Directors shall be governed by the
Regulations of the Board of Directors to be prescribed by the Board of
Directors, in addition to the laws and ordinances or these Articles of
Incorporation.
Article 26. (Minutes of Meeting of the Board of Directors)
A summary of proceedings, results and other matters required by laws and
regulations regarding a meeting of the Board of Directors shall be recorded
in the minutes in writing or digitally, and the directors and corporate
auditors present at the meeting shall affix their names and seals thereto
or put their electronic signatures thereon.
Article 27. (Remuneration, etc. of Directors)
Remuneration, bonuses and other financial interests received by directors
from the Company as compensation for undertaking their functions
("Remuneration, etc.") shall be determined at a general meeting of
shareholders.
Article 28. (Exemption of Directors' Liabilities)
1. Pursuant to the provisions of Article 426, Paragraph 1 of the Company
Law and to the extent permitted by laws and regulations, the Company
may, by resolution of the Board of Directors, exempt liabilities of
its directors (including persons who have previously served as the
Company's directors) for failing to perform their duties.
2. Pursuant to the provisions of Article 427, Paragraph 1 of the Company
Law, the Company may enter into contracts with its outside directors
to limit their liabilities for a failure to perform their duties,
provided that the maximum amount of liabilities under such contracts
shall be the total of the amounts provided in each item of Article
425, Paragraph 1 of the Company Law.
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Article 29. (Counselors and Advisors)
The Board of Directors may by its resolution appoint one or more Counselors
and Advisors, respectively.
CHAPTER V. CORPORATE AUDITOR
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Article 30. (Corporate Auditors and the Board of Corporate Auditors)
The Company shall have corporate auditors and the Board of Corporate
Auditors.
Article 31. (Number of Corporate Auditors)
The number of corporate auditors of the Company shall be no more than five
(5).
Article 32. (Election of Corporate Auditors)
1. Corporate Auditors shall be elected at the General Meeting of
Shareholders.
2. A resolution to elect a corporate auditor shall be made at a meeting
at which the shareholders holding one-third (1/3) or more of the
voting rights of the total shareholders who are entitled to exercise
their voting rights, and shall be adopted by a majority of votes
thereof.
Article 33. (Term of Office of Corporate Auditors)
1. The term of office of a corporate auditor shall expire at the close of
the ordinary general meeting of shareholders pertaining to the last
fiscal year ending within four (4) years after his/her appointment.
2. The term of office of a corporate auditor elected to fill a vacancy of
another corporate auditor, who has retired before such another
corporate auditor term of office expires, shall be until the term of
office of such predecessor would expire.
Article 34. (Standing Corporate Auditor(s))
The Board of Corporate Auditors shall by its resolution elect standing
corporate auditor(s).
Article 35. (Convocation Notice of the Board of Corporate Auditors and
Resolution Thereof)
1. The convocation notice of the Board of Corporate Auditors shall be
dispatched to each Corporate Auditor at least three (3) days prior to
the date set for the meeting; provided, however, that such period may
be shortened in the case of urgency.
2. The convocation notice as provided for in the preceding paragraph may
be omitted when the unanimous consent of all the Corporate Auditors is
obtained.
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3. The resolution of the Board of Corporate Auditors shall be adopted by
a majority of Corporate Auditors, unless otherwise provided for by
laws and ordinances.
Article 36. (Regulations of the Board of Corporate Auditors)
Any matters concerning the Board of Corporate Auditors shall be governed by
the Regulations of the Board of Corporate Auditors to be prescribed by the
Board of Corporate Auditors in addition to the laws and ordinances or these
Articles of Incorporation.
Article 37. (Minutes of Meeting of the Board of Corporate Auditors)
A summary of proceedings, results and other matters required by applicable
laws and regulations regarding a meeting of the Board of Corporate Auditors
shall be recorded in the minutes in writing or digitally, and the corporate
auditors present at the meeting shall affix their names and seals thereto
or put their electronic signatures thereon.
Article 38. (Remuneration, etc. of Corporate Auditors)
Remuneration, etc. of corporate auditors shall be determined at a general
meeting of shareholders.
Article 39. (Exemption of Corporate Auditors' Liabilities)
1. Pursuant to the provisions of Article 426, Paragraph 1 of the Company
Law and to the extent permitted by laws and regulations, the Company
may, by resolution of the Board of Directors, exempt the liabilities
of its corporate auditors (including persons who have previously
served as the Company's corporate auditors) for failing to perform
their duties.
2. Pursuant to the provisions of Article 427, Paragraph 1 of the Company
Law, the Company may enter into contracts with its outside corporate
auditors to limit their liabilities for a failure to perform their
duties, provided that the maximum amount of liabilities under such
contracts shall be the total of the amounts provided in each item of
Article 425, Paragraph 1 of the Company law.
CHAPTER VI. ACCOUNTING AUDITOR(S)
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Article 40. (Accounting Auditor(s))
The Company shall have accounting auditor(s).
CHAPTER VII. ACCOUNTING
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Article 41. (Fiscal Year)
The fiscal year of the Company shall be one (1) year starting from April 1
of each year and ending on March 31 of the following year.
Article 42. (Organ to Decide Distribution of Retained Earnings, etc.)
Unless otherwise provided for in laws and regulations, the Board of
Directors may, by its resolution, decide the matters, such as distribution
of retained earnings, that are provided in each item of Article 459,
Paragraph 1 of the Company Law.
Article 43. (Record Date for Distribution of Surplus)
1. The record date for the distribution of fiscal-year-end dividends of
the Company shall be March 31 of each year.
2. The record date for the distribution of an interim dividend of the
Company shall be September 30 of each year.
3. In addition to the record dates set forth in the preceding two
paragraphs, the Company may distribute retained earnings by setting a
record date.
Article 44. (Expiration for Dividend Payment)
If the asset to be distributed as dividends is cash and if such cash is not
received within three (3) years after the date on which the Company
commenced payment thereof, the Company shall be released from the
obligation to make such payment.
(Supplementary Provisions)
1. Notwithstanding the provisions of Article 22 (Term of Office of
Directors), the term of office of the directors elected at the 63rd
ordinary general meeting of shareholders held on June 28, 2005 shall
expire at the close of the 65th ordinary general meeting of
shareholders to be held in 2007. This supplementary provision shall be
deleted as of the close of the 65th ordinary general meeting of
shareholders to be held in 2007.
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1. Enacted June 6, 1954;
2. Amended May 20, 1964;
3. Amended May 20, 1965;
4. Amended May 30, 1969;
5. Amended February 19, 1974;
6. Amended April 9, 1974;
7. Amended May 21, 1974;
8. Amended August 15, 1974;
9. Amended October 22, 1974;
10. Amended December 25, 1974;
11. Amended February 16, 1976;
12. Amended June 28, 1982;
13. Amended June 29, 1983;
14. Amended June 28, 1985;
15. Amended June 29, 1989;
16. Amended June 27, 1991;
17. Amended June 29, 1994;
18. Amended June 29, 1995;
19. Amended June 26, 1998;
20. Amended June 29, 1999;
21. Amended June 28, 2001;
22. Amended June 27, 2002;
23. Amended June 27, 2003;
24. Amended June 25, 2004;
25. Amended June 28, 2005;
26. Amended June 27, 2006;
27. Amended October 1, 2006
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