Articles of Incorporation
Konami Corporation
17 May 2006
May 17, 2006
KONAMI CORPORATION
2-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan
Kagemasa Kozuki
Representative Director and CEO
(Stock code number: 9766 at TSE1, NY, LON, SIN)
Contact: Naoyuki Notsu
Division Director, Administration Division
Tel: +81-3-5220-0573
Announcement on Partial Amendment to the Articles of Incorporation
KONAMI CORPORATION announced today that, pursuant to resolutions adopted at the
Board of Directors meeting held on May 17, 2006, it will submit a proposal for
the amendment to the articles of incorporation as written below, in the 34th
Ordinary General Meeting of Shareholders which will be held on June 29, 2006.
1. Reasons for the Amendments
(1) As a holding company and to correspond to the business development of the
Konami group, we plan to make a partial amendment on the Article 2 (Purpose).
(2) With the enactment of the 'Corporate Law' (law number 86 of 2005) and the
'Law to Accommodate Relevant Laws in line with the Enforcement of the Corporate
Law' (law number 87 of 2005) effective on May 1, 2006, it is proposed that:
(a) Article 4 (Governing Bodies) be newly established in order to
create governing bodies of the Company pursuant to Article 326, Paragraph 2 of
the Corporate Law;
(b) Article 7 (Issuance of Share Certificates) be newly
established to enable the Company to make such issuance pursuant to Article 214
of the Corporate Law;
(c) Article 10 (Rights concerning Shares Constituting Less Than
One Minimum Share-trading Unit) be newly established to define rights of
shareholders holding shares less than one minimum share-trading unit pursuant to
Article 189, Paragraph 2 of the Corporate Law;
(d) Article 17 (Internet Disclosure of Reference Documents, etc.
and Deemed Provision) be newly established to adopt the system to disclose via
internet reference documents, etc. for a general shareholders meeting pursuant
to Article 94 and Article 133, Paragraph 3 of the gEnforcement Regulation of the
Corporate Lawh (regulation number 12 of 2006 issued by the Ministry of Justice)
and Article 161, Paragraph 4 and Article 162, Paragraph 4 of the 'Regulation on
the Accounting of Corporate' (regulation number 13 of 2006 issued by the
Ministry of Justice);
(e) pursuant to Article 310, Paragraph 5 of the Corporate Law and
Article 63, Paragraph 5 of the Enforcement Regulation of the Corporate Law,
current Article 15 (Exercise of Voting Rights by Proxy) be amended to Article 19
(Exercise of Voting Rights by Proxy), which defines the method to prove the
proxy's authority and number of the proxy when voting rights are exercised by
proxy at a General Meeting of Shareholders;
(f) Article 25 (Omission of Resolution by the Board of
Directors) be newly established in order to allow the Board of Directors to make
a resolution flexibly in writing or in an electronic method where necessary
pursuant to Article 370 of the Corporate Law;
(g) Article 28 (Limited Liability Contracts with External
Directors) be newly established to enable the Company to enter into contracts
with External Directors under which their liabilities shall be restricted.
(h) Article 36 (Limited Liability Contracts with External
Corporate Auditors) be newly established to enable the Company to enter into
contracts with External Corporate Auditors under which their liabilities shall
be restricted.
(i) Article 38 (Governing Bodies to Determine Distribution of
Surplus, etc.) be newly established to enable the Company to take flexible
dividend policy as it was approved by Article 459, Paragraph 1 and Article 460
of the Corporate Law to determine distribution of surplus, etc. by resolution of
the Board of Directors rather than General Meeting of Shareholders; and
(j) in addition to the above, amendments be made or added to
terms or expressions used or provisions of relevant laws quoted in these
Articles of Incorporation to make such terms or expressions or quotations
consistent with the Corporate Law.
(2) It is necessary for the Company to revise overall structure
of provisions of and make any necessary amendment to words or phrases contained
in these Articles of Incorporation by making a full review thereof.
2. Contents of amendments
The contents of amendments are shown in 4. Particulars of the Amendments.
3. Schedule of amendment
Ordinary general meeting of shareholders' for amendment of articles of
incorporation:
June 29, 2006 (Thursday)
Effective date of amendment of articles of incorporation:
June 29, 2006 (Thursday)
4. Particulars of the Amendments
The Company proposes that the current Articles of Incorporation be amended as
follows:
(Amendments are underlined)
Current Amended
Chapter I: General provisions Chapter I: General provisions
Article 1 (Trade Name) Article 1 (Trade Name)
The name of the Company is Konami Kabushiki (Unchanged)
Kaisha, being expressed as 'KONAMI CORPORATION' in
English.
Article 2 (Purposes) Article 2 (Purposes)
The purpose of the Company shall be to own shares (Unchanged)
of companies which run the following businesses or
a foreign company which runs equivalent
businesses, and be engaged in the control and
administration of the subject companies' business
activities as well as implementation of operations
incidental to such activities.
1. Research, development, manufacture and 1. (Unchanged)
distribution of software and hardware
relating to electric appliances and
electronic components;
2. Planning, production, manufacture, rental and 2. (Unchanged)
distribution of music, audio and visual
software (including disks, tape and film,
etc.); production and acquisition of master
copies, and transferal or usage permission
thereof;
3. Acquisition, management, promotion of usage 3. (Unchanged)
and development of music copyright and
related performance rights, and transferal or
usage permission thereof;
4. Planning, production and distribution of 4. (Unchanged)
books, magazines, sheet music and other
publications;
5. Development, manufacture and distribution of 5. (Unchanged)
toys;
6. Design of character products (with images of 6. (Unchanged)
people, animals, etc. which have unique names
or characters);
7. Planning, production and distribution on the 7. Planning, production, distribution on the Internet and
Internet; Internet related services;
8. Planning, establishment and operation of (Deleted)
shopping complex on the Internet, provision
of know-how thereof and correspondence sales;
9. Provision and distribution of software using (Deleted)
communication circuits;
(Newly added) 8. Intelligence, provide online service, process and
distribution of information, pictures and music using
electrical communication and electrical communication
related services;
(Newly added) 9. Information processing services and information
reporting services;
10. Management of sports facilities and amusement 10. Management of sports facilities, amusement arcades,
arcades; restaurants, accommodations, hot spring bathing
facilities, saunas and parking lots;
(Newly added) 11. Management of schools for training and educating sport
instructors, producers of digital contents
(application software for digital technology) and
producers of computer software;
(Newly added) 12. Medical treatment services and beauty services;
11. Distribution of soft drinks, foods, alcoholic 13. (Unchanged)
beverages, sports gear, clothing and computer
game machines;
12. Advertising agency, insurance agency, 14. Advertising agency, insurance agency, broadcasting
broadcasting business and leisure business business, travel agency and leisure business including
including tour, sports, etc.; tour, sports, etc.;
13. Purchase and sale of antiques; 15. (Unchanged)
14. Sale, purchase, lease, blockage and 16. (Unchanged)
management of real estate;
15. Job placement; 17. (Unchanged)
(Newly added) 18. General lease business and finance business;
16. Holding of and investment in securities; 19. (Unchanged)
17. Acquisition and management of copyrights, 20. (Unchanged)
trademark rights, design rights, performance
rights and rights to produce records and
videos related to the preceding items;
18. Import, export and agency business related to 21. (Unchanged)
each of the preceding items;
19. Investment in the party in charge of the 22. (Unchanged)
business specified in the preceding items;
and
20. Any and all businesses incidental to any of 23. (Unchanged)
the preceding items.
Article 3 (Location of Head Office) Article 3 (Location of Head Office)
The Company shall have its head office in (Unchanged)
Chiyoda-ku, Tokyo.
(Newly added) Article 4 (Governing Bodies)
The Company shall have the Board of Directors, Corporate
Auditors, Board of Corporate Auditors and Accounting
Auditors.
Article 4 (Method of Public Notice) Article 5 (Method of Public Notice)
Public notices of the Company shall be published (Unchanged)
electronically. In cases where accident or other
unavoidable circumstances preclude online
publication, notices shall be carried in the Nihon
Keizai Shimbun.
Chapter II: Shares Chapter II: Shares
Article 5 (Total Number of Shares to be Issued) Article 6 (Total Number of Shares Authorized to be Issued)
The total number of shares authorized to be issued The total number of shares authorized to be issued by the
by the Company shall be four hundred fifty million Company shall be four hundred fifty million (450,000,000).
(450,000,000); provided, however, that the number
shall be, in case of cancellation, reduced by the
number of shares so cancelled.
(Newly added) Article 7 (Issuance of Share Certificates)
The Company shall issue share certificates for its shares.
Article 6 (Acquisition of the Company's Own Article 8 (Acquisition of the Company's Own Shares)
Shares)
In accordance with the provisions of Article 165, paragraph
In accordance with the provisions of item 2, 2 of the Corporate Law, the Company may acquire its own
paragraph 1 of Article 211-3 of the Commercial shares through market transactions by resolution of the
Code, the Company may purchase and hold its own Board of Directors.
shares through a resolution adopted by its Board
of Directors.
Article 7 (Number of Shares Constituting One Unit Article 9 (Number of Shares Constituting One Unit and
and Non-Issuance of Share Certificates Non-Issuance of Share Certificates Constituting Less than
Constituting Less than One Unit) One Unit)
1. The number of shares of the Company which (Unchanged)
constitute one (1) unit shall be one hundred
(100).
2. The Company shall not issue any share
certificates for shares constituting less than one
(1) unit (gShares Constituting Less than One
Unith); unless otherwise provided for in the Share
Handling Regulations.
(Newly added) Article 10 (Rights concerning Shares Constituting Less
than One Unit)
Shareholders of the Company holding Shares Constituting
Less than One Unit (including beneficial shareholders and
hereinafter the same) cannot exercise their rights as
shareholders other than those enumerated below:
The Company shall issue share certificates for its
(1) rights provided for in each item of Article 189,
Paragraph 2 of the Corporate Law;
(2) rights provided for in Article 166, Paragraph 1 of the
Corporate Law;
(3) rights of shareholders to subscribe for shares or new
shares as stock option in accordance with the number of
shares held by them; and
(4) rights to make a request provided for in Article 11
hereof.
Article 8 (Requests for purchase of fractional Article 11 (Requests for purchase of fractional unit
unit shares) shares)
1. Shareholders (including, hereinafter, (Unchanged)
beneficial shareholders) who hold shares numbering
less than one unit shall have the right to request
(hereinafter, grequest for additional sharesh)
that the Company sell to them that number of
shares which will bring their current holdings up
to one unit.
2. The periods for such requests of additional
shares, the methods required to be used, etc.,
shall be governed by rules established by the
Board of Directors.
Article 9 (Transfer Agent) Article 12 (Administrator of Shareholders' Register)
1. The Company shall have a transfer agent with 1. The Company shall appoint an administrator of
respect to its shares. shareholders' register.
2. The transfer agent and its handling office 2. The administrator of shareholders' register and its
shall be selected by a resolution of the Board of handling office shall be designated by resolution of the
Directors and public notice thereof shall be Board of Directors, and public notice thereof shall be
given. given.
3. The shareholders' register (including 3. The production and keeping of register of shareholders
beneficial shareholders' register, hereinafter, (including register of beneficial shareholders, hereinafter
the same) of the Company and its lost stock the same), ledger of stock acquisition rights and register
certificates register shall be kept at the of lost share certificates of the Company or any other
transfer agent's handling office and the business related thereto shall be entrusted to the
registration of transfer of shares, registration administrator of shareholders' register and shall not be
of pledge, record of trust assets, delivery of handled by the Company.
share certificates, the recording of lost stock
certificates, purchase and sale of Shares
Constituting Less than One Unit, acceptance of
notifications and other matters relating to shares
shall be handled by the transfer agent and not by
the Company.
Article 10 (Share Handling Rules) Article 13 (Share Handling Rules)
The class of share certificates, the registration The handling business relating to shares of the Company
of transfer of shares, registration of pledge, and charges thereof shall be subject to the provisions of
record of trust assets, delivery of share the Share Handling Regulations determined by the Board of
certificates, the recording of lost stock Directors as well as laws and regulations and these
certificates, purchase and sale of Shares Articles of Incorporation.
Constituting Less than One Unit and other matters
relating to shares shall be subject to the
provisions of the Share Handling Regulations
determined by the Board of Directors as well as
these Articles of Incorporation.
Article 11 (Record Date) (Deleted)
1. The Company shall deem that the shareholders,
who are listed or recorded on the
Shareholders'Registers as of March 31 of every
year are entitled to exercise their voting rights
at the ordinary general meeting of shareholders
for the relevant fiscal year.
2. In addition to the preceding paragraph, the
Company may, giving prior public notice, fix a
record date for the occasion whenever necessary by
a resolution of the Board of Directors.
Chapter III: GENERAL MEETING OF SHAREHOLDERS Chapter III: GENERAL MEETING OF SHAREHOLDERS
Article 12 (Convocation) Article 14 (Convocation)
An ordinary general meeting of shareholders of the An ordinary general meeting of shareholders of the
Company shall be convened within three (3) months Company shall be convened in June of each year and an
after the day following each account settlement extraordinary general meeting of shareholders shall be
date of every fiscal year and an extraordinary convened from time to time whenever necessary. Such general
general meeting of shareholders shall be convened meetings of shareholders shall be held within the wards in
from time to time whenever necessary. Such general Tokyo.
meetings of shareholders shall be held within the
wards in Tokyo.
(Newly added) Article 15 (Record Date for Ordinary General Meeting of
Shareholders)
The record date for the determination of voting rights at
the Company's ordinary general meeting of shareholders
shall be March 31st of each year.
Article 13 (Convener and Chairperson) Article 16 (Convener and Chairperson)
Chairman or President shall convene the general Chairman or President shall convene the general meetings
meetings of shareholders of the Company and act as of shareholders of the Company and act as a chairperson. If
a chairperson, unless otherwise provided for by both Chairman and President are unable to act in this
laws or regulations. If both Chairman and capacity, one of the other Directors shall take his/her
President are unable to act in this capacity, one place in the order previously determined by a resolution of
of the other Directors shall take his/her place in the Board of Directors.
the order previously determined by a resolution of
the Board of
Directors.
(Newly added) Article 17 (Internet Disclosure of Reference Documents,
etc. and Deemed Provision)
In convening a general meeting of shareholders, the Company
may, pursuant to the relevant regulation issued by the
Ministry of Justice, deem that it has duly provided its
shareholders with the information which must be mentioned
or displayed in the reference document of a general meeting
of shareholders, business report, financial statements and
consolidated financial statements by disclosing such
information using the Internet.
Article 14 (Method of Resolution) Article 18 (Method of Resolution)
1. Unless otherwise provided for by laws, 1. Unless otherwise provided for by laws and regulations or
regulations or these Articles of Incorporation, these Articles of Incorporation, resolutions at a general
any resolution at a general meeting of meeting of shareholders shall be approved by the majority
shareholders shall be approved by the majority of of the voting rights of the shareholders present who are
the voting rights of shareholders present. entitled to exercise their voting rights thereat.
2. Extraordinary resolutions, subject to Article 2. Extraordinary resolutions, subject to Article 309,
343 of the Commercial Code, can be made by a Paragraph 2 of the Corporate Law, can be made by a
two-thirds vote of the shareholders present, who two-thirds vote of the shareholders present, who possess
possess one-third or more of the total voting one-third or more of the voting rights of the shareholders
rights. who are entitled to exercise their voting rights thereat.
Article 15 (Exercise of Voting Rights by Proxy) Article 19 (Exercise of Voting Rights by Proxy)
A shareholder may exercise his/her voting right A shareholder may exercise his/her voting right by one
by a proxy who is also a shareholder having voting proxy who is also a shareholder having voting right of the
right of the Company; provided, however, that only Company; provided, however, that such shareholder or proxy
one (1) proxy shall be admitted and such proxy must submit to the Company documents evidencing his/her
shall be required to submit documents evidencing authority at each general meeting of shareholders.
his/her authority.
Chapter IV: DIRECTORS AND THE BOARD OF DIRECTORS Chapter IV: DIRECTORS AND THE BOARD OF DIRECTORS
Article 16 (Number of Directors) Article 20 (Number of Directors)
The number of Directors of the Company shall not (Unchanged)
be more than twelve (12).
Article 17 (Election of Directors) Article 21 (Election of Directors)
1. Directors of the Company shall be elected at a 1. (Unchanged)
general meeting of shareholders.
2. Directors of the Company shall be elected by
the majority of the voting rights of shareholders 2. Directors of the Company shall be elected by the
present at a general meeting of shareholders where majority of the voting rights of shareholders present at a
shareholders having one third (1/3) or more of general meeting of shareholders who have one third (1/3) or
voting rights of all the shareholders shall be more of the voting rights of the shareholders entitled to
present. exercise their voting rights thereat.
3. The election of Directors of the Company shall 3. (Unchanged)
not be made by a cumulative voting.
Article 18 (Term of Office of Directors) Article 22 (Term of Office of Directors)
1. The term of office of Directors of the Company 1. The term of office of Directors of the Company shall
shall expire upon the conclusion of the ordinary expire upon the conclusion of the ordinary general meeting
general meeting of shareholders with respect to of shareholders with respect to the last business year
the last fiscal year ending within one (1) year ending within one (1) year after their election.
after their assumption of office.
2. The term of office of Directors elected to
increase the number of Directors shall expire at
the time of expiration of the term of office of
the other incumbent Directors. (Deleted)
3. The term of office of the Director elected to
fill a vacancy of a retired Director shall be the
remaining period of the term of office of such
retired Director.
(Deleted)
Article 19 (Representative Directors and Article 23 (Representative Directors and Directors with
Directors with Title) Title)
Directors who represent the Company, President and 1. Director(s) who represent the Company shall be appointed
any other Directors with specific titles shall be at a meeting of the Board of Directors.
appointed at a meeting of the Board of Directors.
(Newly added)
2. The President and Director and any other Directors with
specific titles shall be appointed at a meeting of the
Board of Directors.
Article 20 (Convocation of the Meeting of the Article 24 (Convocation of the Meeting of the Board of
Board of Directors and Chairperson) Directors and Chairperson)
1. Chairman or President shall convene a meeting 1. (Unchanged)
of the Board of Directors and act as a chairperson
unless otherwise provided for by laws or
regulations. If both Chairman and President are
unable to act in this capacity, one of the other
Directors shall take his/her place in the order
previously determined by a resolution of the Board
of Directors.
2. Notice of convocation of a meeting of the Board
of Directors shall be dispatched to each Director
and Corporate Auditor three (3) days prior to the
date of such meeting; provided, however, that such
period may be shortened in case of emergency.
(Newly added) 2. (Unchanged)
3. With the consent of all the Directors and Corporate
Auditors, a meeting of the Board of Directors may be held
without complying with the convocation procedures.
(Newly added) Article 25. (Omission of Resolution of the Board of
Directors)
In case where requirements as provided for in Article 370
of the Corporate Law are satisfied, the Company deems that
relevant resolutions of the Board of Directors shall have
been duly made.
Article 21 (Regulations of the Board of Article 26 (Regulations of the Board of Directors)
Directors)
(Unchanged)
Matters regarding the Board of Directors of the
Company shall be determined pursuant to the
Regulations of the Board of Directors unless
otherwise provided for by laws, regulations or
these Articles of Incorporation.
Article 22 (Remuneration) Article 27 (Remuneration, etc.)
The remuneration of Directors shall be determined The remuneration for Directors, annual bonus and other
at a general meeting of shareholders. proprietary benefits received from the Company as
consideration for execution of their duties (hereinafter
referred to as 'Remuneration, etc. ') shall be determined
by resolution of a general meeting of shareholders.
(Newly added) Article 28 (Limited Liability Contracts with External
Directors)
In accordance with the provisions of Article 427, Paragraph
1 of the Corporate Law, the Company may enter into
contracts with External Directors under which their
liabilities provided for in Article 423, Paragraph 1 of the
said law shall be restricted.
Chapter V: CORPORATE AUDITORS AND THE BOARD OF Chapter V: CORPORATE AUDITORS AND THE BOARD OF CORPORATE
CORPORATE AUDITORS AUDITORS
Article 23 (Number of Corporate Auditors) Article 29 (Number of Corporate Auditors)
The number of Corporate Auditors of the Company (Unchanged)
shall not be more than five (5).
Article 24 (Election of Corporate Auditors) Article 30 (Election of Corporate Auditors)
1. Corporate Auditors of the Company shall be 1. (Unchanged)
elected at a general meeting of shareholders.
2. Corporate Auditors of the Company shall be
elected by the majority of the voting rights of 2. Corporate Auditors of the Company shall be elected by
shareholders present at a general meeting of the majority of the voting rights of shareholders present
shareholders where shareholders having one third at a general meeting of shareholders who have one third (1/
(1/3) or more of voting rights of all the 3) or more of the voting rights of the shareholders
shareholders shall be present. entitled to exercise their voting rights thereat.
Article 25 (Term of Office of Corporate Auditors) Article 31 (Term of Office of Corporate Auditors)
1. The term of office of Corporate Auditors of the
Company shall expire upon the conclusion of the
ordinary general meeting of shareholders with 1. The term of office of Corporate Auditors of the Company
respect to the last fiscal year ending within four shall expire upon the conclusion of the ordinary general
(4) years after their assumption of office. meeting of shareholders with respect to the last business
year ending within four (4) year after their election.
2. The term of office of the Corporate Auditor
elected to fill a vacancy of a retired Corporate
Auditor shall be the remaining period of the term
of office of such retired Corporate Auditor. 2. The term of office of the Corporate Auditor elected to
fill a vacancy of a retired Corporate Auditor shall expire
when such predecessor's full term of office would have been
expired.
Article 26 (Standing Corporate Auditors) Article 32 (Standing Corporate Auditors)
Corporate Auditors shall elect Standing Corporate The Board of Corporate Auditors shall by its resolution
Auditors from and among themselves. elect Standing Corporate Auditors from among the Corporate
Auditors.
Article 27 (Notice of Convocation of the Meeting Article 33 (Notice of Convocation of the Meeting of the
of the Board of Corporate Auditors) Board of Corporate Auditors)
Notice of convocation of a meeting of the Board of 1. (Unchanged)
Corporate Auditors shall be dispatched to each
Corporate Auditor three (3) days prior to the date
of such meeting; provided, however, that such
period may be shortened in case of emergency.
(Newly added)
2. If the consent of all Corporate Auditors is obtained, a
meeting of the Board of Corporate Auditors may be held
without following the procedures for convening the meeting.
Article 28 (Regulations of the Board of Corporate Article 34 (Regulations of the Board of Corporate
Auditors) Auditors)
Matters regarding the Board of Corporate Auditors (Unchanged)
shall be determined pursuant to the Regulations of
the Board of Corporate Auditors unless otherwise
provided for by laws, regulations or these
Articles of Incorporation.
Article 29 (Remuneration) Article 35 (Remuneration, etc.)
The remuneration of Corporate Auditors shall be The Remuneration, etc. for Corporate Auditors, shall be
determined at a general meeting of shareholders. determined by resolution of a general meeting of
shareholders.
(Newly added) Article 36 (Limited Liability Contracts with External
Corporate Auditors)
In accordance with the provisions of Article 427, Paragraph
1 of the Corporate Law, the Company may enter into
contracts with External Corporate Auditors under which
their liabilities provided for in Article 423, Paragraph 1
of the said law shall be restricted.
Chapter VI: ACCOUNTS Chapter VI: ACCOUNTS
Article 30 (Business Year) Article 37 (Business Year)
The business year of the Company shall commence The business year of the Company shall commence on April 1
on April 1 of every year and end on March 31 of of every year and end on March 31 of the following year.
the following year and the account settlement date
shall be the last day of each business year.
(Newly added) Article 38 (Governing Bodies to Determine Distribution of
Surplus, etc.)
The Company shall determine the matters listed in each Item
of Article 459, Paragraph 1 of the Corporate Law, including
distribution of surplus, by resolution of the Board of
Directors, not general meetings of shareholders, unless
otherwise provided for by laws or regulations.
Article 31 (Dividend and Interim Dividend) Article 39 (Base Date for Distribution of Surplus)
1. Dividends shall be paid to the shareholders or 1. The base date for dividends of the Company shall be
the registered pledgees who are listed or recorded March 31st of each year.
on the Shareholders' registers as of the account
settlement date.
2. The Company may, by a resolution of the Board
of Directors, distribute interim dividends to the
shareholders or the registered pledgees who are 2. The base date for interim dividends of the Company shall
listed or recorded on the Shareholders ' registers be September 30th of each year.
as of September 30 every year.
(Newly added)
3. In addition to the date referred to in the preceding two
paragraphs, the Company may set a base date and distribute
surplus on such date.
Article 32 (Prescription) Article 40 (Prescription of Dividend)
If any dividend or any interim dividend remains In case of cash dividends, the Company shall be exempted
unreceived after expiration of full three (3) from the obligation of paying them if they remain
years from the day on which such dividends become unreceived for three (3) years after the date of the
due and payable, the Company shall be relieved of commencement of payment thereof.
the obligation to pay such dividends.
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