May 26, 2010
Notice of Partial Amendment to the Articles of Incorporation
Nippon Flour Mills Co. Ltd. (Chairman, President, CEO & COO: Hiroshi Sawada) announces
that a meeting of its Board of Directors held on May 26, 2010 resolved to propose a partial
amendment to its Articles of Incorporation at the 186th General Meeting of Shareholders,
scheduled to be held on June 29, 2010. Details are as follows:
1. Purpose of the amendment to the Articles of Incorporation
The Company proposes to establish Article 28 (Contract for the limitation of the liability of outside
directors) and Article 38 (Contract for the limitation of the liability of outside auditors) in its Articles
of Incorporation to ensure that its outside directors and outside auditors can fully play the roles
expected of them, and that the Company is able to appoint outside directors and outside auditors who
are independent and who have extensive knowledge and experience. Moreover, the Company has
obtained an agreement on the creation of Article 28 from each auditor.
2. Details of the amendment The details of the amendment are as follows:
(The underlined parts indicate the amendments.)
Articles of Incorporation before the
amendment
Articles of Incorporation after the amendment
(Contract for the limitation of the liability of outside directors)
(Newly established)
Article 28 In accordance with Paragraph 1
of Article 427 of the Companies Act, the Company may conclude contracts with its outside directors to limit the liability of such directors as described in paragraph 1 of Article 423 of the Companies Act. The limit to the liability based on these contracts shall be the amount prescribed in laws and ordinances.
Article 28 through article 36 (Omitted)
Article 29 through article 37 (Unchanged)
(Contract for the limitation of the liability of outside auditors)
(Newly established)
Article 38 In accordance with Paragraph 1
of Article 427 of the Companies Act, the Company may conclude contracts with its outside auditors to limit the liability of such auditors as described in paragraph 1 of Article 423 of the Companies Act. The limit to the liability based on these contracts shall be the amount prescribed in laws and ordinances.
Article 37 through article 42 (Omitted)
Article 39 through article 44 (Unchanged)
3. Schedule
Date of the General Meeting of Shareholders to be held, in which the amendment to the Articles of Incorporation is to be proposed
June 29, 2010
Effective date of the amendment to the Articles of Incorporation
June 29, 2010