Sanken Electric : Notice of Partial Amendments of the Articles of Incorporation and Nomination of Candidate for Substitute Audit and Supervisory Board Member (PDF:54kb)

To Whom It May Concern
May 8, 2015
Company Name: Sanken Electric Co., Ltd. Code No.: 6707 (the TSE, 1st Section) Inquiries: Yasunobu Murano Finance and Investor Relations Division
TEL: [phone]

Notice of Partial Amendments of the Articles of Incorporation and Nomination of Candidate for Substitute Audit and Supervisory Board Member 1. Partial Amendments of the Articles of Incorporation

(1) Reasons for Amendments
In case there is a vacancy in the Audit and Supervisory Board and the number of incumbents is less than the minimum thresholds required by the laws and regulations, we would like to provide provisions for Substitute Audit and Supervisory Board Member in the Articles 34 and 35 of the Articles of
Incorporation.
(2) Details of Amendments
(The underlined indicates the amended part.)

Current Provisions

Proposal

CHAPTER 6 THE AUDIT AND SUPERVISORY BOARD AND ITS MEMBERS (Election) Article 34 (Provisions intentionally omitted) (2) (Provisions intentionally omitted) (New) (New)

CHAPTER 6 THE AUDIT AND SUPERVISORY BOARD AND ITS MEMBERS (Election) Article 34 (Unchanged) (2) (Unchanged) (3) In case there is a vacancy in the Audit and Supervisory Board and the number of incumbents is less than the minimum thresholds required by the laws and regulations, the Company is able to appoint Alternate Audit and Supervisory Board Members by election of the General Meeting of Shareholders, in accordance with the provisions of the paragraph 3, Article 329 of the Companies Act. (4) The resolution on the election of the alternate Audit and Supervisory Board Members, as provided for in the preceding paragraph, shall remain effective until the start of the Annual General Meeting of Shareholders related to the last fiscal year which ends within four (4) years after the resolution for the election.

Current Provisions

Proposal

(Term of Office) Article 35 (Provisions intentionally omitted) (2) The term of office of any statutory auditor elected to fill a vacancy of a statutory auditor retired prior to the expiry of his/her term of office shall expire when the term of office of his predecessor would have expired.

(Term of Office) Article 35 (Unchanged) (2) The term of office of any Audit and Supervisory Board Member, elected to fill a vacancy created by an Audit and Supervisory Board Member resigned before the expiry of his/her term of office, shall succeed the remaining term of office of his predecessor and expire at the end of the predecessor's term of office. Notwithstanding the foregoing,however, when the alternate Audit andSupervisory Board Member so electedaccording to the provisions of the paragraph 3of the preceding Article assumes the office, theterm of the office shall not exceed the close ofthe Annual General Meeting of Shareholdersrelated to the last fiscal year which ends withinfour (4) years after the election as the alternate Audit and Supervisory Board Member.

(3) Schedule
General Meeting of Shareholders for the purposes of making above amendment to the Articles of
Incorporation: June 26, 2015 (Friday)
Effective date of amendment to the Articles of Incorporation: June 26, 2015 (Friday)

2. Nomination of Candidate for Substitute Audit and Supervisory Board Member

In case there is a vacancy in the Audit and Supervisory Board and the number of incumbents is less than the minimum thresholds required by the laws and regulations, we would like to nominate the following one (1) person as a candidate for the Substitute Outside Audit and Supervisory Board Member to be elected at the Annual General Meeting of Shareholders, on the assumption the consent of the Audit and Supervisory Board.
The Candidate for Substitute Audit and Supervisory Board Member is as below

name (Date of Birth)	Brief personal history, position of the Company, and significant offices concurrently held	No. of the Company shares held
Atsushi Minami (March 13, 1958)	April 1993 Registered as an attorney at law Entered the Yamada.Kawasaki.Kato Law Office (Current Kioizaka Themis Sogo Law Office ) October 2001 Partner of Minami Law and Patent Office (to the present)	0

Notes: 1. No conflicts of interest exist between the Company and Mr. Atsushi Minami.
2. Reasons for appointment as a candidate for Substitute Audit and Supervisory Board Member
As Mr. Atsushi Minami has expertise and experience as a lawyer and patent attorney, we anticipate that he will appropriately perform his duties as an Outside Audit and Supervisory Board Member, including his duty to ensure the validity of the audit, from an objective perspective as a legal professional.