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Tokyo, May 26, 2010 - At a meeting of its Board of Directors today, CSK HOLDINGS CORPORATION ("CSK") resolved to table a proposal to partially amend the Articles of Incorporation at the Annual General Meeting of Shareholders scheduled for June 25, 2010. The details are as follows:
1. Reasons for amendments
1) Amendment 1 - Changes pertaining to shift to operating holding company structure
(1) CSK and CSK Group have focused their business resources on the IT service business and positioned BPO, IT management, and systems integration as their three core businesses, aiming to generate new growth for the Group through a combination of service integration and service innovation.
In order to improve the Group's competitive strength, CSK plans to shift to a Group structure that will enable more unified management of our three core businesses, based on the recognition of a need for further collaboration among these businesses, aiming to make the transformation on October 1, 2010.
Specifically, CSK plans to merge four companies - CSK and its wholly owned subsidiaries CSK ServiceWare Corporation, CSK-IT MANAGEMENT CORPORATION, and CSK SYSTEMS CORPORATION - and shift its Group management and business frameworks from a pure holding company structure to an operating holding company structure.
The objective of this change is to achieve sustainable growth and development, by striving to develop the Group structure and enhance price competitiveness in order to continue to provide the best possible services that are needed by customers.
Therefore, in line with the shift to an operating holding company structure, CSK will change its company name to "CSK CORPORATION" , and the details of its business objectives will be changed to reflect the shift to an operating holding company structure.
(2) In line with CSK's current business situation, Article 2 of the Articles of Incorporation will also be amended for the purpose of adding the main business objectives of CSK's wholly owned subsidiaries.
2) Amendment 2 - Changes pertaining to increase in authorized capital
Given the possibility that the total number of outstanding shares and the total number of outstanding common shares will increase due to the exercise of the four rights (1-4) outlined below, CSK plans to increase the total number of authorized shares and the total number of authorized common class shares as prescribed in Article 6 of the existing Articles of Incorporation in advance of the exercise of such rights.
(1) Rights to convert Class A, B, E, and F Preferred Shares issued on September 30, 2009 to common shares
(2) 6th and 7th stock acquisition rights issued on September 30, 2009 to common shares
(3) Stock acquisition rights attached to euro-yen convertible bonds with stock acquisition rights due 2011 issued on September 4, 2003 to common shares
(4) Stock acquisition rights attached to 7th unsecured convertible bonds with stock acquisition rights issued on July 27, 2006 to common shares
3) Amendment 3 - Changes pertaining to retirement of preferred shares
On March 17, 2010, Godo Kaisha ACA Investments exercised its right to convert its entire holding of Class C and D Preferred Shares of CSK issued on September 30, 2009, with CSK redeeming the preferred shares and issuing new common shares to ACA Investments in exchange.
With the exercise of these rights, on March 17, 2010, CSK retired all Class C and D preferred shares acquired through the conversion, in accordance with Article 178 of the Companies Act.
In light of these events, CSK is seeking to delete Article 6, Paragraph 4 of the existing Articles of Incorporation pertaining to Class C and D Preferred Shares and Appendix C titled "Terms and Conditions of Class C Preferred Shares", and Article 6, Paragraph 5 of the existing Articles of Incorporation and Appendix D titled "Terms and Conditions of Class D Preferred Shares", and at the same time, to revise and update related articles where required.
2. Details of amendments
(1
) Please refer to Appendix 1 for proposed changes relating to Amendment 1
(2
) Please refer to Appendix 2 for proposed changes relating to Amendment 2
(3
) Please refer to Appendix 3 for proposed changes relating to Amendment 3
3. Schedule
| Scheduled date of Annual General Meeting of Shareholders for amendment of Articles of Incorporation: |
Friday, June 25, 2010 |
| Effective date of amendments: |
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| Changes relating to Amendment 1 |
Friday, October 1, 2010 |
| Changes relating to Amendment 2 |
Friday, June 25, 2010 |
| Changes relating to Amendment 3 |
Friday, June 25, 2010 |
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