Management

Notice of Partial Amendment デュエルビッツ入金不要ボーナスhe Articles of Incorporation in Conjunction with the Transition to a Company with an Audit & Supervisory Committee

May16,2016

TOKYO, May 16, 2016 – Kobe Steel, Ltd. (hereinafter the “Company”) announces that it passed a resolution at its Board of Directors meeting held today, that it will propose デュエルビッツ入金不要ボーナスhe 163rd Ordinary General Meeting of Shareholders (hereinafter the “Ordinary Meeting of Shareholders”) to be held in late June 22, 2016, the partial amendment デュエルビッツ入金不要ボーナスhe Articles of Incorporation as below according デュエルビッツ入金不要ボーナスhe policy announced in February 2, 2016, デュエルビッツ入金不要ボーナスransition to a company with an Audit & Supervisory Committee.

1. Purpose of the Partial Amendments デュエルビッツ入金不要ボーナスhe Article of Incorporation

To ensure continued growth and improve its corporate value over the years, the Company has strengthened its corporate governance system with the appointment of more than one outside director and five Audit & Supervisory Board members, in which the Companies Act stipulates that three or more Audit & Supervisory Board Members must be appointed. To further strengthen the supervisory function of the Board of Directors and to accelerate decision-making with regard to management, the Company decided デュエルビッツ入金不要ボーナスransition from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee. Accordingly, partial amendments to some provisions in the Articles of Incorporation which are necessary デュエルビッツ入金不要ボーナスransition to a company with an Audit & Supervisory Committee are scheduled as below.

(1) As the Company will transition from being a company with Audit & Supervisory Board to a company with an Audit & Supervisory Committee, deletion of provisions relating to Audit & Supervisory Board Members and an Audit & Supervisory Board, establishment of provisions relating to Audit & Supervisory Committee Members and an Audit & Supervisory Committee, establishment of supplemental provisions as transitional measures as a result of deleting provisions regarding liability exemption of Audit & Supervisory Board Members, and amendments to other provisions are being proposed.

Deleting provisions relating to Audit & Supervisory Board Members and an Audit & Supervisory Board (Articles 29 to 36 of the current Articles of Incorporation).
Establishing provisions relating to Audit & Supervisory Committee and Audit & Supervisory Committee Members (Article 4 of デュエルビッツ入金不要ボーナスroposed amendments, the title of Chapter V of デュエルビッツ入金不要ボーナスroposed amendments, and Article 30 to Article 33 of デュエルビッツ入金不要ボーナスroposed amendments).
Establishing supplemental provisions as transitional measures resulting from the deletion of provisions regarding liability exemption of Audit & Supervisory Board Members (Supplemental provisions of デュエルビッツ入金不要ボーナスroposed amendments)
Other necessary amendments (Article 18, Article 19, Article 22, Article 23, Article 24 Article 25, and Article 28 of デュエルビッツ入金不要ボーナスroposed amendments).

(2) In order to further separate management supervision and business execution, a provision stating that when resolved by the Board of Directors, all or part of decisions of execution of important operation may be delegated to Directors is being proposed (Article 26 of デュエルビッツ入金不要ボーナスroposed amendments).

(3) In order to clarify デュエルビッツ入金不要ボーナスosition and duties of Directors along with the Company’s transition to a company with an Audit & Supervisory Committee, a reconsideration of provisions relating to Directors with Special Titles is being proposed (Articles 20 and 21 of デュエルビッツ入金不要ボーナスroposed amendments).

2. Contents of Partial Amendments デュエルビッツ入金不要ボーナスhe Articles of Incorporation

The contents of partial amendments デュエルビッツ入金不要ボーナスhe Articles of Incorporation are as set forth in the Attachment hereto.

Contents of Partial Amendments デュエルビッツ入金不要ボーナスhe Articles of Incorporation

3. Summary Schedule

Ordinary General Meeting of Shareholders to Amend the Articles of Incorporation: June 22, 2016 (scheduled)
　
　
The Effective Date of Amendments デュエルビッツ入金不要ボーナスhe Articles of Incorporation: June 22, 2016 (scheduled)

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