Exhibit 1(a)
ARTICLES OF INCORPORATION
OF
THE BANK OF TOKYO-MITSUBISHI, LTD.
Resolution was adopted to amend part of the Articles of Incorporation at the
8/th/ Annual General Meeting of Shareholders held on June 28, 2004.
CHAPTER I. General Provisions
(Trade Name)
ARTICLE 1. The name of this Bank shall be KABUSHIKI KAISHA TOKYO MITSUBISHI
GINKO and this Bank shall be called The Bank of Tokyo-Mitsubishi, Ltd. in
English.
(Purpose)
ARTICLE 2. The purpose of this Bank shall be to carry on the following business:
1. To accept deposits and installment savings, to extend loans, to discount
bills and notes and to engage in exchange transactions;
2. To guarantee obligations of others, to accept bills and to engage in any
other business incidental to the banking purposes listed in the preceding
clause 1;
3. To underwrite, to conduct offerings for subscription and safe of, to buy and
sell, and engage in any other business with respect to, government bonds,
municipal bonds, government-guaranteed bonds and any other securities;
4. To engage in, in addition to the business enumerated in any of the preceding
clauses, all business that a bank is permitted to engage in under the
Banking Law, the Secured Bonds Trust Law, the Law on Recording of Bonds or
any other applicable law; and
5. To engage in any other business incidental to or relating to any of the
business enumerated in any of the preceding clauses.
(Location of Head Office)
ARTICLE 3. This Bank shall have its head office in Chiyoda-ku, Tokyo.
(Method of Public Notices)
ARTICLE 4. Public notices by this Bank shall be published in the Nihon Keizai
Shimbun issued in Tokyo.
CHAPTER II. Shares
(Aggregate Number of Shares Authorized to Be Issued)
ARTICLE 5. The aggregate number of shares which this Bank shall have authority
to issue shall be eight billion and one hundred million (8,100,000,000), eight
billion (8,000,000,000) of which being the Ordinary Shares, one hundred million
(100,000,000) of which being the Preferred Shares (preferred shares redeemable
pursuant to Article 10-7, the second (2nd) paragraph). Provided, however, that,
if any number of the shares is redeemed, such number shall be accordingly
deducted from each number of shares authorized to be issued, respectively.
(Number of Shares of one (1) unit (tangen))
ARTICLE 6.
1. One thousand (1,000) shares shall constitute one (1) unit (tangen) of shares
of this Bank in respect of the Ordinary Shares and the Preferred Shares
respectively.
2. This Bank shall not issue a share certificate for fractional share
constituting less than one (1) share.
(Non-entry in the ledger of fractional shares)
ARTICLE 7. The fractional shares, constituting less than one (1) share, shall
not be entered nor recorded as fractional shares in the ledger of fractional
shares.
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(Transfer Agent)
ARTICLE 8.
1. This Bank may appoint a transfer agent for conducting the business of its
shares.
2. A transfer agent and the place of its performing the business shall be
selected by resolution of the Board of Directors, and a public notice to
that effect shall be given.
3. In case that a transfer agent is appointed, the register of shareholders and
the register of loss of share certificates of this Bank shall be kept at the
place at which the transfer agent performs the business. The registration of
transfers of shares, the registration of pledges, the non-possession or
re-issue of share certificates and other actions regarding shares shall be
performed by the transfer agent.
(Regulations on Handling Shares)
ARTICLE 9. In this Bank the classes of share certificates, the registration of
transfers of shares, the registration of pledges, the non-possession or
re-issue of share certificates and other actions regarding shares shall be in
accordance with the Regulations on Handling Shares adopted by the Board of
Directors of this Bank.
(Notice of Names, Addresses, etc.)
ARTICLE 10.
1. Shareholders, registered pledgees or their legal representatives shall give
notice of their full names, permanent addresses and seal impressions.
2. A foreigner who by common practice signs his name may provide a specimen of
his signature in lieu of a seal impression specified in the preceding
paragraph.
3. When anyone referred to in the first (1st) paragraph resides abroad, he
shall set up a provisional address in Japan or appoint a proxy in Japan and
give notice thereof.
4. When there is any change to any matter mentioned in the preceding three (3)
paragraphs, notice thereof shall be given.
CHAPTER II-2. Preferred Shares
(Preferred Dividends)
ARTICLE 10-2.
1. This Bank shall pay the holders or the registered pledgees of preferred
shares entered or recorded on the register of shareholders as of
thirty-first (31st) day of March of each year (hereinafter referred to as
the "Preferred Shareholders" and the "Preferred Pledgees", respectively), in
preference to the holders or the registered pledgees of the Ordinary Shares
(hereinafter referred to as the "Ordinary Shareholders" and the "Ordinary
Pledgees", respectively), dividends (hereinafter referred to as the
"Preferred Dividends") of which amount shall be determined by a resolution
of the Board of Directors adopted on issuance of the relevant Preferred
Shares within the limit of three hundred and sixty (360) Yen per share per
year. Provided, however, that, if the Preferred Interim Dividends as defined
in Article 10-3 hereof were paid during the relevant fiscal year, the
balance of the Preferred Dividends after deduction of the aggregate amount
of such interim dividends shall be paid as the Preferred Dividends.
2. In case that the aggregate amount of dividends payable to the Preferred
Shareholders or the Preferred Pledgees is less than the aggregate amount of
the Preferred Dividends in any fiscal year, the deficit shall not be carried
over to and accumulated in the following fiscal years.
3. Dividends shall not be paid to the Preferred Shareholders or the Preferred
Pledgees in excess of the aggregate amount of the Preferred Dividends.
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(Preferred Interim Dividends)
ARTICLE 10-3. In case that this Bank pays interim dividends as provided in
Article 32 hereof, this Bank shall make cash distributions (referred to as the
"Preferred Interim Dividends" in these Articles of Incorporation), the amount
of which being decided by resolution of the Board of Directors adopted on the
issuance of the relevant Preferred Shares within the limit of one hundred and
eighty (180) Yen per share, to the Preferred Shareholders and the Preferred
Pledgees in preference to the Ordinary Shareholders or the Ordinary Pledgees.
(Distribution of Residual Property)
ARTICLE 10-4.
1. This Bank shall, when it distributes the residual property, pay the amount
of three thousand (3,000) Yen per preferred share to the Preferred
Shareholders and the Preferred Pledgees in preference to the Ordinary
Shareholders or the Ordinary Pledgees.
2. This Bank shall not make distributions of its residual property to the
Preferred Shareholders or the Preferred Pledgees except as provided in the
preceding paragraph.
(Right to Vote)
ARTICLE 10-5. The Preferred Shareholders shall not have any right to vote at a
General Meeting of Shareholders unless otherwise provided by applicable laws or
regulations.
(Consolidation or Split of Preferred Shares, Subscription Right, etc.)
ARTICLE 10-6.
1. This Bank shall not, unless otherwise provided by applicable laws or
regulations, effect split nor consolidation of the Preferred Shares.
2. This Bank shall not grant to the Preferred Shareholders the subscription
right for new shares nor the subscription right for bonds with stock
acquisition rights.
(Redemption of Preferred Shares)
ARTICLE 10-7.
1. This Bank may purchase the Preferred Shares at any time and redeem them at
the relevant purchase price out of profits to be distributed to the
shareholders.
2. This Bank may, after issuance of the Preferred Shares and after lapse of
period designated by resolution of the Board of Directors adopted on
issuance of the Preferred Shares, redeem part or all of the relevant
Preferred Shares at the redemption price deemed appropriate considering the
respective time of redemption designated by relevant resolution and the
market conditions. A partial redemption shall be effected by way of lot or
other means.
(Limitation Period)
ARTICLE 10-8. The provisions of Article 33 hereof shall be applicable mutatis
mutandis to the payment of the Preferred Dividends and the Preferred Interim
Dividends.
CHAPTER III. General Meetings of Shareholders
(Convocation)
ARTICLE 11.
1. An Annual General Meeting of Shareholders shall be convened within three (3)
months of the end of each fiscal year.
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2. An Extraordinary General Meeting of Shareholders shall be convened when and
as necessary.
(Chairman)
ARTICLE 12.
1. The President of this Bank shall act as Chairman at the General Meetings of
Shareholders.
2. A Deputy President shall act as Chairman, in accordance with the order
previously established by the Board of Directors, whenever the President is
unable so to act. When any Deputy President is unable so to act as well, a
Senior Managing Director or a Managing Director shall act as Chairman, in
accordance with the order previously established by the Board of Directors.
(Method of Resolution)
ARTICLE 13.
1. Resolutions at a General Meeting of Shareholders shall be adopted by a
majority of votes of the shareholders present, except as otherwise provided
by applicable laws, regulations or the Articles of Incorporation of this
Bank.
2. Resolutions of a General Meeting of Shareholders provided for in Article 343
of the Commercial Code and resolutions of a General Meeting of Shareholders
for which method of resolution provided for in such Article 343 shall be
applied mutatis mutandis pursuant to the Commercial Code and other laws and
regulations shall be adopted by an affirmative vote of two-thirds (2/3) or
more of the voting rights of shareholders present at the General Meeting of
Shareholders at which the quorum shall be one-third (1/3) or more of the
voting rights owned by all shareholders.
(Exercise by Proxy of Right to Vote)
ARTICLE 14.
1. A shareholder may exercise his right to vote by proxy. Such a proxy must be
another shareholder entitled to vote at the relevant General Meeting of
Shareholders of this Bank.
2. A shareholder or the proxy referred to in the preceding paragraph shall at
each General Meeting of Shareholders submit to this Bank a document
evidencing his power of representation.
(Minutes)
ARTICLE 15. A summary of the proceedings at a General Meeting of Shareholders
and the result thereof shall be stated or recorded in the minutes, and the
Chairman and the Directors present shall sign and seal or affix electronic
signature in the minutes. The original copy of such minutes shall be kept at
the head office for ten (10) years and a certified copy thereof shall be kept
at each branch office for five (5) years.
(General Meeting of Class of Shareholders)
ARTICLE 15-2. The provisions of Articles 12, 14 and 15 hereof shall be
applicable mutatis mutandis to the General Meeting of a Class of Shareholders
CHAPTER IV. Directors and Board of Directors
(Number and Method of Election)
ARTICLE 16.
1. The number of the Directors of this Bank shall not exceed twenty (20) and
they shall be elected at a General Meeting of Shareholders.
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2. At the time of the election of Directors, there shall be present
shareholders holding not less than one-third (1/3) of the aggregate voting
rights owned by all shareholders and no cumulative voting shall be used for
the election of Directors.
(Term of Office)
ARTICLE 17. The term of office of a Director shall expire at the close of the
Annual General Meeting of Shareholders relating to the last settlement of
accounts within two (2) years following his assumption of office.
(Representative Directors and Senior Officers)
ARTICLE 18.
1. The Board of Directors shall by resolution appoint Representative Directors
from among the Directors.
2. Representative Directors shall represent severally this Bank.
3. A President, several Deputy Presidents shall be appointed from among the
Directors by resolution of the Board of Directors.
4. Several Senior Managing Directors and several Managing Directors may be
appointed from among the Directors by resolution of the Board of Directors.
5. A Chairman and a Vice Chairman may be appointed from among the Directors by
resolution of the Board of Directors.
(Duties of Senior Officers)
ARTICLE 19.
1. The President shall preside over the business affairs of this Bank.
2. The Deputy Presidents shall assist the President in managing the affairs of
this Bank, and shall perform the duties of the President on his behalf when
the President is unable to act.
3. The Senior Managing Directors and Managing Directors shall assist the
President and the Deputy Presidents in managing the day to day business
affaires of this Bank, and shall perform the duties of the President and the
Deputy Presidents on their behalf when they are unable to act.
(Board of Directors)
ARTICLE 20.
1. The Board of Directors shall determine the management of the affairs of this
Bank and shall supervise the performance of the duties of Directors.
2. A notice convening a meeting of the Board of Directors shall be given to
each Director and each Auditor at least three (3) days prior to the date of
such meeting.
3. Resolutions of the Board of Directors shall be adopted by a majority of
votes of the Directors present who shall constitute a majority in number of
the Directors, except as otherwise provided by applicable laws or
regulations.
4. A summary of the proceedings at a meeting of the Board of Directors and the
result thereof shall be stated or recorded in the minutes, and the Directors
and Auditors present shall sign and seal or affix electronic signature in
the minutes. Such minutes shall be kept at the head office for ten (10)
years.
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CHAPTER V. Auditors and Board of Auditors
(Number and Method of Election)
ARTICLE 21.
1. The number of the Auditors of this Bank shall not exceed eight (8) and they
shall be elected at a General Meeting of Shareholders.
2. At the time of the election of Auditors, there shall be present shareholders
holding not less than one-third (1/3) of the aggregate voting rights owned
by all shareholders.
(Standing Auditors)
ARTICLE 22. The Auditors shall appoint several standing Auditors from among
themselves.
(Term of Office)
ARTICLE 23. The term of office of an Auditor shall expire at the close of the
Annual General Meeting of Shareholders relating to the last settlement of
accounts within four (4) years following his assumption of office.
(Board of Auditors)
ARTICLE 24.
1. The Board of Auditors shall have such authorities as provided by applicable
laws and regulations and shall determine matters concerning the performance
of the duties of the Auditors; provided, however, it shall not prevent the
Auditors from exercising their power and authority.
2. A notice convening a meeting of the Board of Auditors shall be given to each
Auditor at least, three (3) days prior to the date of such meeting.
3. Resolutions of the Board of Auditors shall be adopted by a majority of votes
of the Auditors, except as otherwise provided by applicable laws or
regulations.
4. A summary of the proceedings at a meeting of the Board of Auditors and the
result thereof shall be stated or recorded in the minutes and the Auditors
present shall sign and seal or affix electronic signature in the minutes.
Such minutes shall be kept at the head office for ten (10) years.
CHAPTER VI. Tokyo Mitsubishi Ginko Saiken
(Bank of Tokyo-Mitsubishi Debentures)
(Ground for Issuance)
ARTICLE 25. Pursuant to the "Law Concerning Mergers and Conversion of Financial
Institutions", this Bank may issue debentures under authorization from the
Minister of Finance.
(Name of the Debentures)
ARTICLE 26. The debentures to be issued by this Bank pursuant to the preceding
Article shall be called TOKYO MITSUBISHI GINKO SAIKEN (Bank of Tokyo-Mitsubishi
Debentures).
(Regulations Governing Procedures of Bank of Tokyo-Mitsubishi Debentures)
ARTICLE 27. Conversion of registered debenture certificates to bearer debenture
certificates and vice versa, indication of trust properties, issuance of new
debenture certificates and/or new coupons changes of the holders of registered
debenture certificates, and registration of pledges, or any other actions
concerning debentures and fees to be charged therefor shall conform to this
Bank's Regulations Governing Bank of Tokyo-Mitsubishi Debentures.
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(Notice of Names and Addresses, etc.)
ARTICLE 28. The provisions of Article 10 hereof shall apply mutatis mutandis to
registered debentures issued by this Bank
CHAPTER VII. Accounts
(Fiscal Year and Settlement of Accounts)
ARTICLE 29. The fiscal year of this Bank shall commence on the first (1st) day
of April of each year and end on the thirty-first (31st) day of March of the
following year, and the accounts of each fiscal year shall be settled as of the
last day of such fiscal year.
(Disposal of Profits)
ARTICLE 30. Profits of this Bank shall be disposed of by resolution of a
General Meeting of Shareholders, unless otherwise provided by applicable laws
or regulations.
(Dividends)
ARTICLE 31. Dividends shall be paid to those shareholders or registered
pledgees entered or recorded on the register of shareholders as of the
thirty-first (31st) day of March of each year.
(Interim Dividends)
ARTICLE 32. This Bank may, by resolution of the Board of Directors, make cash
distributions pursuant to Article 293-5 of the Commercial Code (referred to as
the "Interim Dividends" in these Articles of Incorporation) to those
shareholders or registered pledgees entered or recorded on the register of
shareholders as of the thirtieth (30th) day of September of each year.
(Limitation Period)
ARTICLE 33. This Bank shall be discharged from the obligation to pay any
dividend or interim dividend which remains not received after the expiration of
five (5) full years from the date that the same became due and payable.
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