TOKYO, May 26, 2009 (GLOBE NEWSWIRE) -- Internet Initiative Japan Inc. ("IIJ") (Nasdaq:IIJI) (TSE1:3774) today announced that at the meeting of the Board of Directors held on May 26, 2009, IIJ resolved to propose the partial amendment of its articles of incorporation at the 17th Ordinary General Meeting of Shareholders scheduled to be held on June 26, 2009 in Tokyo, as described below:
1. Reasons for the amendments
(1) As a result of the enforcement of the "Law for Partial Amendments
to the Law Concerning Book-entry Transfer of Corporate Bonds,
etc. for the Purpose of Streamlining the Settlement for
Transactions of Shares, etc." (Law No. 88 of 2004; the
"Settlement Streamlining Law"), the current Articles of
Incorporation will be amended as described below:
(i) Pursuant to the provision of Article 6 of the Supplementary
Provisions of the Settlement Streamlining Law, IIJ is deemed
to have adopted a resolution to amend the Articles of
Incorporation to abolish the provision on the issuance of
share certificates on the date of enforcement of the
Electronic Share Certificate System (January 5, 2009), and
therefore, Article 7 (Issuance of Share Certificates) of the
Articles of Incorporation of IIJ shall be deleted and, along
with the deletion of Article 7, phrases relating to share
certificates shall be deleted or amended.
(ii) In accordance with the abolishment of the "Law Concerning
Depositary and Book-Entry for Stocks and Other Securities,"
phrases relating to beneficial shareholders and register of
beneficial shareholders of the Articles of Incorporation of
IIJ shall be deleted or amended.
(iii) The register of lost share certificates is required to be
prepared and maintained for one (1) year from the day
following the date of enforcement of the Settlement
Streamlining Law, and therefore, the required provisions
shall be established in the Supplementary Provisions.
(iv) Further, necessary addition and deletion of provisions and
phrases, and necessary amendment such as modifications,
shall be made.
2. Content of amendments
The content of the amendments are shown in the attached document.
3. Schedule for amendment
Scheduled date of the 17th Ordinary General Meeting
of Shareholders: Friday, June 26, 2009
Scheduled effective date: Friday, June 26, 2009
Present Articles Proposed Articles
---------------------------------------------------------------------
(Issuance of Share Certificates) (Deleted)
Article 7
The Company shall issue share
certificates representing its
shares.
---------------------------------------------------------------------
(Acquisition of Own Shares) (Acquisition of Own Shares)
Article 8 Article 7
(Provisions omitted) (Unchanged)
---------------------------------------------------------------------
(Share Handling Regulations) (Share Handling Regulations)
Article 9 Article 8
The procedures concerning shares The procedure of exercising a
and handling charges thereof stockholder's right and other
shall be governed by the handling of shares, and handling
Share Handling Regulations to be charges there of shall be governed
prescribed by the by the Share Handling Regulations
Board of Directors. to be prescribed by the Board of
Directors, as well as applicable
laws and regulations or the
Articles of Incorporation.
---------------------------------------------------------------------
(Shareholder Register Agent) (Shareholder Register Agent)
Article 10 Article 9
The Company shall appoint a The Company shall appoint a
shareholder register agent. shareholder register agent.
2 The shareholder register agent 2 The shareholder register agent
and its place of business shall and its place of business shall
be designated by a resolution be designated by a resolution
of the Board of Directors. of the Board of Directors.
3 The register of shareholders 3 The preparation and maintenance
(hereinafter including the of the register of shareholders
register of beneficial and the original register of
shareholders), the original stock acquisition rights, and
register of stock acquisition other matters relating to the
rights and the register of register of shareholders and
lost share certificates shall the original register of stock
be kept by the shareholder acquisition rights shall be
register agent at its place handled by the shareholder
of business, and the listing register agent, and the Company
or recording of entries shall not handle any such
into the register of matters.
shareholders, the original
register of stock acquisition
rights and the register of
lost share certificates and
other matters concerning
shares and stock acquisition
rights shall be handled by the
shareholder register agent,
and the Company shall not
handle any such matters.
---------------------------------------------------------------------
Article 11. Article 10.
(Provisions omitted) (Unchanged)
Article 35. Article 34.
(Provisions omitted) (Unchanged)
---------------------------------------------------------------------
(New Provision) Supplementary Provisions
Article 1.
The preparation and maintenance
of the register of lost share
certificates of the Company, and
other matters relating to the
register of lost share
certificates shall be delegated
to the shareholder register agent
and shall not be handled by
the Company.
Article 2.
The immediately preceding Article
and this Article shall remain
effective until January 5, 2010,
and shall be deleted upon January
6, 2010.
---------------------------------------------------------------------
About IIJ
Founded in 1992, IIJ is one of Japan's leading Internet-access and comprehensive network solutions corporate customers. IIJ's services include high-quality systems integration and security services, Internet access, hosting/housing, and content design. Moreover, IIJ has built one of the largest Internet backbone networks in Japan, and between Japan and the United States. IIJ was listed on NASDAQ in 1999 and on the First Section of the Tokyo Stock Exchange in 2006.
The Internet Initiative Japan Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4613
The statements within this release contain forward-looking statements about our future plans that involve risk and uncertainty. These statements may differ materially from actual future events or results. Readers are referred to the documents furnished by Internet Initiative Japan Inc. with the SEC, specifically the most recent reports on Forms 20-F and 6-K, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements.