SHAREHOLDERS AGREEMENT
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THIS SHAREHOLDERS AGREEMENT (this "AGREEMENT") is made as of March 28, 2001, by and among SOFTBANK FINANCE CORPORATION ("SB FINANCE"), a Japanese corporation, InsWeb Corporation ("INSWEB"), a Delaware corporation, E-LOAN, Inc. ("E-LOAN"), a Delaware corporation, and Xxxxx & XxXxxxxx Risk Capital Holdings, Ltd. ("M&M"), a Delaware corporation, (SB Finance, INSWEB, E-LOAN and M&M are collectively referred to as the "PARTIES," and each a "PARTY") to define their respective rights and obligations with respect to the operation and management of a newly established Japanese corporation (the "COMPANY") and other terms and conditions in connection therewith.
WHEREAS, M&M is a holding company affiliated with Xxxxx Inc., an insurance broker;
WHEREAS, SB Finance wholly owns GOODLOAN Co., Ltd. ("GOODLOAN"), a Japanese corporation;
ARTICLE I
1.1 DEFINED TERMS. As used herein the following terms shall have the following meanings:
"AFFILIATES" of any Person shall mean any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person. "CONTROL" (including the terms controlling, controlled by or under common control with), for purposes of this definition, shall mean the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
"ANNUAL PLAN" means a business operations plan detailing the relevant corporation's goals and procedures for personnel, technical, financial, administrative, marketing, and other significant activities for such corporation's next succeeding fiscal year, as approved each year and revised from time to time by the Board of Directors of such corporation.
"AOI" means the Articles of Incorporation of the relevant corporation.
"BOARD" shall mean the board of directors of the Company.
"BUSINESS DAY" means a day on which commercial banks in Japan are generally open to conduct their regular banking business.
"COMMERCIAL CODE" shall mean the Commercial Code of Japan, as amended and in effect from time to time.
"COMPANY INTEREST" means the shareholding percentage interest as to the Company represented by the Securities of the Company then held by a Person divided by the total number of the then outstanding Securities of the Company (on an as-converted to Share basis).
"CONFIDENTIAL INFORMATION" shall mean all information in any form disclosed by any Party to any of the other Parties in connection with this Agreement or the business of the Company (including during negotiations prior to the date of this Agreement) or the exercise of any right hereunder, other than information which: (i) prior to the disclosure from the disclosing Party, was already in the receiving Party's possession; (ii) prior to the disclosure from the disclosing Party, was already in the public domain; (iii) after the disclosure from the disclosing Party, has become publicly known through no fault of the receiving Party; (iv) is lawfully disclosed to the receiving Party by a third party who assumes no confidentiality obligation; or (v) was independently developed by the receiving Party.
"E-LOAN JAPAN CONSULTING SERVICES AGREEMENT" means the Consulting Services Agreement by and between SOFTBANK CORP. ("SOFTBANK") and E-LOAN JAPAN dated May 25, 1999, as amended from time to time.
"E-LOAN JAPAN JOINT VENTURE AGREEMENT" shall mean the Joint Venture Agreement by and between SOFTBANK (which transferred its shares of E-LOAN JAPAN and its contractual position under the said joint venture agreement to SB Finance) and E-LOAN dated as of March 31, 1999, as amended by the letter agreement regarding the First Amendment to Joint Venture Agreement from E-LOAN to SOFTBANK dated as of May 14, 1999.
"E-LOAN LICENSE AGREEMENT" means the License and Services Agreement by and between E-LOAN and E-LOAN JAPAN dated May 18, 1999, as amended from time to time.
"INSWEB JAPAN CONSULTING SERVICES AGREEMENT" means the Consulting Services Agreement by and between SOFTBANK and INSWEB JAPAN dated December 30, 1998, as amended from time to time.
"INSWEB JAPAN JOINT VENTURE AGREEMENT" shall mean the Joint Venture Agreement by and between SOFTBANK (which transferred its shares of INSWEB JAPAN and its contractual position under the said joint venture agreement to SB Finance) and INSWEB dated as of December 15, 1998, as amended by Amendment No.1 to Joint Venture Agreement by and among SB Finance, INSWEB, INSWEB JAPAN and M&M dated as of May 14, 1999.
"INSWEB LICENSE AGREEMENT" means the Inter-Company License Agreement by and between INSWEB and INSWEB JAPAN dated December 30, 1998, as amended from time to time.
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"J&H CONSULTING SERVICES AGREEMENT" means the Consulting Services Agreement by and between J&H Xxxxx & XxXxxxxx Japan, Ltd. ("J&H") and INSWEB JAPAN dated May 14, 1999, as amended from time to time.
"PERSON" shall mean any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation or other entity.
"SECURITIES" means all outstanding Shares (as defined below), and any other equity securities exercisable for or convertible into Shares.
"SHARES" shall mean every class of outstanding shares of the relevant corporation.
"SPECIAL EXCEPTIONS LAW" shall mean the Law pertaining to Special Exceptions to the Commercial Code concerning Auditors of Companies.
"SUBSIDIARY" shall mean each of INSWEB JAPAN, E-LOAN JAPAN and GOODLOAN individually, and "Subsidiaries" shall mean INSWEB JAPAN, E-LOAN JAPAN and GOODLOAN collectively.
"YEN" and "(Y)" shall mean the legal currency of Japan.
ARTICLE II
ARTICLE III
3.1 LEGAL STRUCTURE, LOCATION AND NAME OF THE COMPANY. The Company shall be a joint-stock corporation (KABUSHIKI-KAISHA) incorporated through stock transfer (KABUSHIKI-XXXX) (the "STOCK TRANSFER") pursuant to Article 364 of the Commercial Code effective as of March 28, 2001 or such other date as agreed upon by the Parties (the "CLOSING DATE"). The Stock Transfer shall be made among the Subsidiaries, and the newly incorporated Company shall acquire and own all the Shares of the Subsidiaries by effect of the Stock Transfer. The head office of the Company shall be located in Tokyo, Japan. The official name of the Company shall be FINANCE ALL KABUSHIKI KAISHA in Japanese and Finance All Corporation in English.
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ARTICLE IV
ARTICLE V
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
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ARTICLE VII
OPERATION AND MANAGEMENT OF THE COMPANY
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with respect to any director shall be borne by the Party appointing the director. Directors may participate by video conference system and the Company shall bear all such costs and expenses in connection with such participation via video conference system.
7.7 REPRESENTATIVE DIRECTOR. The Company's day-to-day operations shall be managed by the President of the Company, who shall be a Representative Director nominated by SB Finance from among the directors of the Company. SB Finance shall have the right, exercisable in its sole discretion, to remove and replace the President at any time, effective upon the delivery of written notice to the Company, the President and the other Parties. In the event of a vacancy in the office of the President for any reason (including removal in accordance with the preceding sentence), the vacancy shall be filled by SB Finance.
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ARTICLE VIII
OPERATION AND MANAGEMENT OF INSWEB JAPAN
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reason (including removal in accordance with the preceding sentence), the vacancy may be filled by the Party that appointed the relevant director at such Party's sole discretion.
8.6 REPRESENTATIVE DIRECTOR. INSWEB JAPAN's day-to-day operations shall be managed by the President of INSWEB JAPAN, who shall be a Representative Director nominated by SB Finance from among the directors of INSWEB JAPAN. SB Finance shall have the right, exercisable in its sole discretion, to remove and replace the President at any time, effective upon the delivery of written notice to INSWEB JAPAN, the President and the other shareholders of INSWEB JAPAN. In the event of a vacancy in the office of the President for any reason (including removal in accordance with the preceding sentence), the vacancy shall be filled by SB Finance.
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(a) The President of INSWEB JAPAN shall prepare, and the Board of Directors of INSWEB JAPAN shall approve, an Annual Plan of INSWEB JAPAN with respect to each fiscal year of INSWEB JAPAN no later than sixty (60) days prior to the commencement of the fiscal year. The Board of Directors of INSWEB JAPAN shall cause INSWEB JAPAN to conduct its operations in accordance with the Annual Plan of INSWEB JAPAN, which shall set forth in reasonable detail certain financial performance goals, including, without limitation, with respect to revenues, profits, return on net assets and return on equity for the period subject thereto.
(b) At least thirty (30) days prior to the approval of any Annual Plan by the Board of Directors of INSWEB JAPAN, INSWEB JAPAN shall forward a draft of the proposed Annual Plan to INSWEB for its review. INSWEB shall have the right, within twenty (20) days thereafter to identify, by written notice to INSWEB JAPAN and SB Finance, any portion of the proposed Annual Plan that it reasonably and in good faith believes (i) will involve activities outside the scope of the business of INSWEB JAPAN as described in its AOI, (ii) will require a material cash expenditure or a material commitment of personnel by INSWEB (other than in accordance with an existing agreement between INSWEB JAPAN and INSWEB), (iii) will result in a fundamental difference between INSWEB's basic business model and the business model of INSWEB JAPAN, or (iv) would reasonably be expected to have a material adverse effect on INSWEB's business or operations in the United States. On providing any such notice, INSWEB shall explain the basis for its belief in reasonable detail and shall thereafter meet with INSWEB JAPAN to address its concerns, but pending an agreement with INSWEB, the Board of Directors of INSWEB JAPAN shall not approve, and INSWEB JAPAN shall not implement, the portions of the Annual Plan giving rise to INSWEB's concerns.
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OPERATION AND MANAGEMENT OF E-LOAN JAPAN
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written notice to E-LOAN JAPAN, the President and the other shareholders of E-LOAN JAPAN. In the event of a vacancy in the office of a the President for any reason (including removal in accordance with the preceding sentence), the vacancy shall be filled by SB Finance.
ARTICLE X
PRE-EMPTIVE RIGHTS; ANTI-DILUTION
10.1 ANTI-DILUTION. Subject to a Board resolution required under the Commercial Code, if the Company determines to increase its share capital by the issue of additional Shares, other than in accordance with any incentive stock option plan as contemplated in Section 10.2, each Party shall have
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the right to subscribe for such additional Shares on a pro rata basis in accordance with their respective shareholding ratio in the Company at the relevant time. If any Party fails to exercise its right to subscribe for additional Shares, the other Parties shall have the right, but not the obligation, to subscribe for the unsubscribed Shares in accordance with their respective shareholding ratio.
10.2 INCENTIVE STOCK OPTION PLAN. The Parties agree that an incentive stock option plan providing for reasonable grants of incentive stock options to the employees and/or directors of the Company or any of the Subsidiaries would be beneficial to the Company, and agree to cooperate in good faith with a view towards establishing such a plan within twelve (12) months after the Closing Date on terms mutually agreed by the Parties. The Securities of the Company allocated to an incentive stock option plan shall not, initially, represent more than a ten percent (10%) Company Interest. Any Securities allocated to an incentive stock option plan shall be newly issued and, accordingly, shall dilute the Parties' respective Company Interests on a pro rata basis.
10.3 NO OTHER ISSUE OF NEW SECURITIES. Except for an issuance of new Securities in accordance with Sections 10.1 and 10.2, the Company shall not, without each Party's prior written consent, issue any Securities, purchase any Securities or take any other actions which may affect the Shares of the Company held by any Party. The issuance price or purchase price for such Securities shall be subject to the approval of the Parties.
10.4 EXERCISE OF VOTING RIGHTS. The Parties shall cause the Company to comply with the Company's AOI, this Agreement and the laws of Japan, and shall each exercise its voting rights associated with the Shares of the Company owned by it in a manner to achieve the intent of the Parties expressed in this Agreement.
ARTICLE XI
ARTICLE XII
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required by applicable law or judicial process, including without limitation, laws or rules of the stock exchange applicable to a Party; or (iii) disclosure and use in connection with the performance or enforcement of any agreement (including this Agreement) between the Parties or between a Party and the Company.
ARTICLE XIII
(i) the Breaching Party seeks dissolution or liquidation;
(ii) any involuntary proceeding including bankruptcy or similar proceedings is commenced, or any other action seeking dissolution or liquidation is taken against the Breaching Party, and such event continues for ninety (90) days undismissed or undischarged;
(iii) assignment of all, or substantially all, of the Breaching Party's assets for the benefit of creditors;
(iv) suspension of business of the Breaching Party for more than thirty (30) days continuously other than for force majeure;
(v) a material breach of this Agreement by the Breaching Party and such breach is not cured within sixty (60) days after notice of such breach has been deemed delivered by the Non-Breaching Party;
(vi) a material breach of any provision of Article X;
(vii) With respect to INSWEB, which shall be treated as the Breaching Party for the purpose of this subsection (vii), termination of the InsWeb License Agreement attributable to INSWEB thereunder;
(viii) With respect to M&M, which shall be treated as the Breaching Party for the purpose of this subsection (viii), termination of the J&H Consulting Services Agreement attributable to J&H thereunder; or
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(ix) With respect to E-LOAN, which shall be treated as the Breaching Party for the purpose of this subsection (ix), termination of the E-LOAN License Agreement attributable to E-LOAN thereunder.
ARTICLE XIV
ARTICLE XV
TERMINATION OF PREVIOUS JOINT VENTURE AGREEMENT
15.1 TERMINATION OF PREVIOUS JOINT VENTURE AGREEMENT. The InsWeb Japan Joint Venture Agreement and the E-LOAN Japan Joint Venture Agreement shall terminate as of the effective date of this Agreement; provided, however, that termination of those agreements shall not release any party thereto from any liability or obligation which has accrued as of the date of the termination, nor shall such termination affect the survival of any provision thereof which is expressly stated therein to survive the termination thereof (except for Section 5.4 (Noncompetition) of each of the InsWeb Japan Joint Venture Agreement and the E-LOAN Japan Joint Venture Agreement, respectively, which shall terminate as of the effective date of this Agreement). For the avoidance of doubt, any license and services agreements entered into in connection with such joint venture agreements, to which any Subsidiary is a party, including without limitation the E-LOAN License Agreement, the InsWeb License Agreement and the J&H Consulting Services Agreement, shall survive the effective date of the Stock Transfer subject to minimal changes thereto, if necessary; provided that "the Joint Venture" in the second line of Article 3 of the InsWeb License Agreement and "the Licensee" in the fifth line of Section 4.1 of the E-LOAN License Agreement shall mean "the Company" as defined herein.
ARTICLE XVI
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facsimile (in each case followed by confirmation delivered by registered and express mail) or sent by registered and express mail, postage prepaid, and shall be deemed given when so delivered personally, or if transmitted by facsimile, one (1) day after the date of such facsimile, or if mailed, five (5) days after the date of mailing, to the Parties at the following addresses (or to such other party and/or such other address as shall be specified by like notice from the Party to which notice or other communication shall be given originally, provided, however, that such notice of a change of party and/or address shall be effective only upon receipt thereof):
if to SB Finance:
SOFTBANK
FINANCE CORPORATION
0-00 Xxxxx-Xxxxxxxxxx
Xxxxxxx-xx, Xxxxx 000-0000 Xxxxx
Attn: President
Legal
Department
Fax: 00-0-0000-0000
if to INSWEB:
INSWEB
Corporation
00000 Xxxxxxx Xxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Xxxxxx Xxxxxx of America
Attn: Xxxx Xxxxx, Legal Counsel
Fax: 0-000-000-0000
if to E-LOAN:
E-LOAN, Inc.
0000 Xxxxxx Xxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxxx of America
Attn: CEO
Fax: 0-000-000-0000
if to M&M:
Xxxxx &
XxXxxxxx Risk Capital Holdings, Ltd.
1166 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Attn: Xxxxxx X. Xxxxxxxx
Fax: 0-000-000-0000
16.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subjects hereof. No waiver, alteration or amendment of any of the provisions hereof shall be binding on a Party unless in writing and signed by a duly authorized representative of such Party.
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approval of any kind or character on the part of any Party under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.
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award and an order of enforcement, as the case may be. Notwithstanding the foregoing, any Party shall have the right to institute a legal action in a court of proper jurisdiction for injunctive relief and/or a decree for specific performance pending final settlement by arbitration.
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SOFTBANK
FINANCEINSWEB CORPORATION
CORPORATION
By: | /S/ YOSHITAKA KITAO |
By: | /S/ HUSSEIN A. ENAN |
|||
Name: | Yoshitaka Kitao | Name: | Hussein A. Enan | |||
Title: | Representative Director & President | Title: | Chief Executive Officer | |||
E-LOAN, INC. |
XXXXX & XXXXXXXX RISK CAPITAL HOLDINGS, LTD. |
|||||
By: |
/S/ XXXXXXXXX X. XXXXXX |
By: |
/S/ XXXXXX X. XXXXXXXX |
|||
Name: | Xxxxx Xxxxxx | Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | CEO | Title: | illegible | |||
ACKNOWLEDGED AND AGREED: K.K. |
ACKNOWLEDGED AND AGREED: INSWEB JAPAN E-LOAN JAPAN CO., LTD. |
|||||
By: |
/S/ XXXXXX XXXXXXX |
By: |
/S/ XXXXXXXX XXX |
|||
Name: | Xxxxxx Xxxxxxx | Name: | Xxxxxxxx Xxx | |||
Title: | Representative Director & President | Title: | Representative Director & President | |||
ACKNOWLEDGED AND AGREED: GOODLOAN CO., LTD. |
||||||
By: |
/S/ XXXXXXXX XXX |
|||||
Name: | Xxxxxxxx Xxx | |||||
Title: | Representative Director & President |
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EXHIBIT 3.3
ARTICLES OF INCORPORATION OF THE COMPANY
Exhibit 3.3
[Translation]
ARTICLES OF INCORPORATION
OF
FINANCE ALL CORPORATION
Incorporated on March 28, 2001 Provision of Article 1 was amended on March 28, 2001.
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[Translation]
ARTICLES OF INCORPORATION
OF
FINANCE ALL CORPORATION
CHAPTER I. GENERAL PROVISIONS
Article 1. (Corporate Name)
The name of the Company shall be FINANCE ALL KABUSHIKI KAISHA, and its English name shall be Finance All Corporation.
Article 2. (Business Purposes)
The purposes of the Company shall be to engage in the following business activities:
(1) Information providing service for housing loans and automobile loans, etc. using the Internet;
(2) Information searching service for housing loans and automobile loans, etc. using the Internet;
(3) Acceptance of application for and liaison service for agreements regarding housing loans and automobile loans, etc. and consulting service using the Internet;
(4) Agency service for documentation;
(5) Agency service for the sending of documents;
(6) Planning, sale and purchase of advertisement media, and agency service for advertisement;
(7) Agency service for non-life insurance;
(8) Services in regard to collection of life insurance;
(9) Management consulting service;
(10) Providing service of computer systems for service providers of application program functions using the Internet;
(11) Providing the service of computer program functions using the Internet;
(12) Information providing service;
(13) Development, design, manufacture, sale, export and import of computers, related equipment and software;
(14) Marketing research and collection and analysis of various information;
(15) Planning, production and sale of books, magazines and other printed matter;
(16) Information processing service;
(18) Lending and intermediary service for housing loans;
(19) Credit card service;
(20) Factoring of installment receivables;
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(21) Money loan service;
(22) Agency service for money collection;
(23) Financing business;
(24) Money exchange business;
(25) Investigating service concerning financial status;
(26) Warranty service concerning financial status;
(27) Agency activities for the calculation;
(28) Comprehensive lease business and agency activities thereof;
(29) Factoring of accounts receivables and notes;
(30) Trading, holding and investment of securities, investment business and investment advisory service;
(31) Agency for entering of accounts receivables and notes;
(32) Sale and purchase, mediation and management of various kinds of membership certificates for golf clubs, sports clubs, resort mansions, etc., complementary discount tickets, airline tickets, passenger tickets and tickets for concerts or other entertainment and issuance and sale of prepaid cards;
(33) Collection, processing and sale of information;
(34) Development, operation, sale and management of communication tools and system software, and mediation thereof; and
(35) All other business activities relating to any of the aforesaid items.
Article 3. (Location of Head Office)
The head office of the Company shall be located in Chiyoda-ku, Tokyo.
Article 4. (Method for Public Notices)
Public notices of the Company shall be made in the Official Gazette (KAMPO).
Article 5. (Total Number of Shares Authorized to be Issued)
The total number of shares authorized to be issued by the Company shall be eighty-eight thousand nine hundred and sixty (88,960) shares.
Article 6. (Amount of Each Par Value Shares)
The amount of each of the par value shares to be issued by the Company shall be fifty thousand (\50,000) yen.
Article 7. (Right of Fractional Shareholders)
1. Fractional shareholders of the Company shall have the right to receive dividends and monetary distribution prescribed by Article 293-5 of the Commercial Code (herein after referred to as "interim dividends").
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2. By a resolution of the Board of Directors, when fractional shareholders of the Company shall have the right to receive new shares, convertible bonds and bond with pre-emptive right, the fractional shareholders have the right to subscribe such shares or bonds.
Article 8. (Non-issuance of Certificate of Fractional Shares)
The Company shall not issue any certificates of fractional shares.
Article 9. (Restriction on Transfer of Shares)
Transfer of shares of the Company shall be subject to the approval of the Board of Directors.
Article 10. (Share Handling Regulation)
The denomination of share certificates, the registration of transfer of shares, the record on the register of shareholders or the fractional ledger, the purchase of fractional shares, and any other treatment concerning fractional shares and fees therefor shall be regulated in accordance with the Share Handling Regulation determined by a resolution of the Board of Directors.
Article 11. (Specific Record Date)
1. The shareholder recorded on the final register of shareholders as of the account settlement day of each business year shall be the shareholder who can exercise their voting right at an Ordinary General Meeting of Shareholders that relates to the relevant business year.
2. In addition to the immediately preceding paragraph, by a resolution of the Board of Directors, the Company may fix a specific record date with prior public notice whenever necessary.
CHAPTER III. GENERAL MEETING OF SHAREHOLDERS
Article 12. (Convocation)
1. An Ordinary General Meeting of Shareholders of the Company shall be convened within three (3) months from the day immediately following every account settlement date, and an Extraordinary General Meeting of Shareholders shall be convened from time to time whenever necessary.
2. Unless otherwise prescribed by laws or by ordinances, the General Meetings of Shareholders of the Company shall be convened by the Director-President in accordance with a resolution of the Board of Directors.
3. If the Director-President is unable to convene such meeting, another director of the Company shall take his place in the order previously determined by a resolution of the Board of Directors.
Article 13. (Chairperson of Meeting)
1. The Director-President of the Company shall act as the chairperson at the meeting.
2. In the event that the Director-President is unable to act as such, one of the other Directors shall take his place in the order previously determined by the Board of Directors.
Article 14. (Method of Resolution)
Unless otherwise provided by laws or these Articles of Incorporation, a resolution of the General Meeting of Shareholders shall be adopted by the vote of shareholders representing a majority of shares entitled to vote and present at the meeting.
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1. A shareholder of the Company may exercise his voting right by authorizing another shareholder as his proxy.
2. The proxy authorized in accordance with the preceding paragraph must be filed with the Company as a document evidencing such authority at every General Meeting of Shareholders.
Article 16. (Minutes of General Meeting)
The substance of proceedings at a General Meeting of Shareholders and the results thereof shall be recorded in the minutes of the Meeting, on which the names and seals or the signatures of the chairperson and the Directors present at the meeting shall be affixed.
IV. DIRECTORS AND THE BOARD OF DIRECTORS
Article 17. (Number of Directors)
The number of Directors of the Company shall be three (3) or more.
Article 18. (Method of Election)
1. Directors of the Company shall be elected at a General Meeting of Shareholders by the vote of shareholders representing a majority of shares entitled to vote and present at a meeting at which not less than one third (1/3) of the outstanding shares of the Company are represented.
2. For the election of Directors, cumulative voting shall not be adopted.
1. The term of office of a Director shall expire at the close of the Ordinary General Meeting of Shareholders that relates to the last account settlement date within two (2) years after his assumption of office.
2. The term of office of a Director elected to fill a vacancy or to increase the number of Directors shall be the same as the remaining term of office of other Directors currently in office.
Article 20. (Directors with Specific Titles)
By a resolution of the Board of Directors of the Company, one (1) Director-President shall be elected among Directors. Whenever necessary, one (1) Chairman and other Vice-President(s), Executive Director(s) and Managing Director(s) can be elected by resolution of the Board of Directors.
Article 21. (Representative Director)
1. The Director-President of the Company shall represent the Company and supervise the business of the Company.
2. By a resolution of the Board of Directors of the Company, Representative Director(s) may be elected among Directors with the specific title prescribed in the preceding Article.
Article 22. (Convocation of Meetings of the Board of Directors and Chairperson)
1. Unless otherwise prescribed by laws, the Director-President of the Company shall convene the Board of Directors and shall act as chairperson at such meetings.
2. In the event that the Director-President is unable to act as such, one of the other Directors shall take his place in the order previously determined by the Board of Directors.
3. The notice of the convocation of a Meeting of Board of Directors shall be given to each Director and Statutory Auditor at least three (3) days prior to the date set for the meeting; provided, however, such period may be shortened in case of emergency.
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Article 23. (Method of Resolution)
Resolutions of the Board of Directors shall be adopted by the affirmative vote of a majority of directors at a Meeting of Board of Directors at which more than half of the Directors in office are present.
Article 24. (Minutes of Meetings)
The substance of proceedings at Board of Directors Meetings and the results thereof shall be recorded in the minutes of the Meeting, on which the names and seals or the signatures of the chairperson, the Directors and Statutory Auditors present at the Meeting shall be affixed.
Article 25. (Regulation of the Board of Directors)
Unless otherwise provided by laws or these Articles of Incorporation, subjects concerning the Board of Directors shall be regulated in accordance with the Regulations of the Board of Directors determined by a resolution of the Board of Directors.
Article 26. (Remuneration and Retirement Allowances of Directors)
The remuneration and retirement allowances for Directors and Statutory Auditors shall be determined by a resolution of the General Meeting of Shareholders.
V. STATUTORY AUDITORS
AND THE BOARD OF STATUTORY AUDITORS
Article 27. (Number of Statutory Auditors)
The number of Statutory Auditors shall be three (3) or more.
Article 28. (Method of Election)
Statutory Auditors of the Company shall be elected at a General Meeting of Shareholders by the vote of shareholders representing a majority of shares entitled to vote and present at a meeting at which not less than one third (1/3) of the outstanding shares of the Company are represented.
Article 29. (Term of Office)
1. The term of office of a Statutory Auditor shall expire at the close of the Ordinary General Meeting of Shareholders that relates to the last account settlement date within three (3) years after his/her assumption of the office.
2. The term of office of a Statutory Auditor elected to fill a vacancy of a Statutory Auditor who has retired before expiration of his term of office, shall be the same as the remaining term of office of his predecessor.
Article 30. (Full-time Statutory Auditors)
The Statutory Auditors shall elect full-time Statutory Auditor(s) from among themselves.
Article 31. (Convocation of Meetings of Board of Statutory Auditors)
1. Meetings of the Board of Statutory Auditors may be convened by any Statutory Auditor.
2. A notice of the convocation of a meeting of the Board of Statutory Auditors shall be dispatched to each Statutory Auditor at least three (3) days prior to the date of such meeting. Provided, however, the period of such notice may be shortened in case of emergency.
Article 32. (Resolutions of Meetings of Board of Statutory Auditors)
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Except as otherwise provided by laws, resolutions of a meeting of the Board of Statutory Auditors shall be adopted by the affirmative vote of a majority of all the Statutory Auditors in office.
Article 33. (Minutes of Meetings of Board of Statutory Auditors)
The substance of proceedings at Board of Statutory Auditors Meetings and the results thereof shall be recorded in the minutes of the Meeting, on which the names and seals or the signatures of the Statutory Auditors present at the Meeting shall be affixed.
Article 34. (Regulation of the Board of Statutory Auditors)
Unless otherwise provided by laws or these Articles of Incorporation, subjects concerning the Board of Statutory Auditors shall be regulated in accordance with the Regulations of the Board of Statutory Auditors determined by a resolution of the Board of Statutory Auditors.
Article 35. (Remuneration and Retirement Allowances of Statutory Auditors)
The remuneration and retirement allowances for Statutory Auditors shall be determined by a resolution of the General Meeting of Shareholders.
Article 36. (Business Year)
The business year of the Company shall be from October 1 each year through September 30 the following year, and the last day of each business year shall be the account settlement date.
Article 37. (Dividends)
Dividends of the Company shall be paid to the shareholders or the registered pledgees recorded on the final register of shareholders as of the account settlement date and to fractional shareholders recorded on the final fractional ledger as of the account settlement date of each business year.
Article 38. (Interim Dividends)
By a resolution of the Board of Directors, the Company shall pay interim dividends to the shareholders or registered pledgees recorded on the final register of shareholders as of March 31 of each year and to fractional shareholders recorded on the final fractional ledger as of the same date.
Article 39. (Expiration of Right to Receive Dividends)
If the dividends or interim dividends are not received after three (3) full years from the date on which payment thereof is authorized, the Company shall be relieved of its obligation to make such payment. No interest shall accrue on dividends or interim dividends.
Article 40. (Conversion Time of Convertible Bonds and Dividends)
The Company shall pay initial dividends or interim dividends on shares issued in connection with conversion of convertible bonds, treating October 1 as the date of conversion if any requests for the conversion of convertible bonds are made from October 1 through March 31 the following year, and treating April 1 as the date of conversion if any requests for the conversion of convertible bonds are made from April 1 through September 30.
Article 41. (The Number of Shares to be Issued at Incorporation)
8
The total number of shares to be issued at the time of incorporation of the Company shall be twenty-two thousand two hundred and forty (22,240) shares, all of which shall be non-par value shares.
Article 42. (First Business Year)
The first business year of the Company shall commence on the date of incorporation of the Company and shall end on September 30, 2001.
Article 43. (Term of Office of First Directors and Statutory Auditors)
The term of office of the first Directors and Statutory Auditors of the Company shall be until the closing of the first Ordinary General Meeting of Shareholders of the Company that relates to the last account settlement date within one (1) year after their assumption of office.
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EXHIBIT 4.2
STOCK TRANSFER RATIO
SUBSIDIARY |
NUMBER OF SUBSIDIARY SHARE |
NUMBER OF COMPANY SHARE TO BE ALLOCATED |
||
---|---|---|---|---|
INSWEB JAPAN | 1 | 0.8 | ||
E-LOAN JAPAN | 1 | 0.8 | ||
GOODLOAN | 1 | 0.24 |
Exhibit 4.2.
Exhibit 7.6
ACTIONS OF THE COMPANY REQUIRING APPROVAL OF INSWEB AND E-LOAN
- (1)
- Adoption,
amendment or repeal of any article of the Company's AOI;
- (2)
- Any
merger or consolidation of the Company, whether or not the Company is the surviving entity, or any sale, lease, exchange or mortgage of all or any material portion of the
Company's assets;
- (3)
- Declaration
or payment of any dividend or other distribution with respect to Shares or other Securities of the Company; and
- (4)
- The issuance of Shares or other Securities of the Company in any fiscal year in excess of a total subscription price of one billion yen ((Y)1,000,000,000).
Exhibit 7.6.
EXHIBIT 8.5(A)
ACTIONS OF INSWEB JAPAN REQUIRING APPROVAL OF INSWEB
FOR SO LONG AS INSWEB HOLDS AN 11.51% OR GREATER COMPANY INTEREST:
- (1)
- Adoption,
amendment or repeal of any article of INSWEB JAPAN's AOI;
- (2)
- Declaration
or payment of any dividend or other distribution with respect to Shares or other Securities of INSWEB JAPAN, or repurchase of any Shares or other Securities of INSWEB
JAPAN;
- (3)
- Any
merger or consolidation of INSWEB JAPAN, whether or not INSWEB JAPAN is the surviving entity, or any sale, lease, exchange or mortgage of all or any material portion of the assets
of INSWEB JAPAN:
- (4)
- Investment
of capital in, or acquisition of, any interest in another entity by INSWEB JAPAN;
- (5)
- Any
activity of INSWEB JAPAN, taken or proposed to be taken which (a) is inconsistent, in any material respect, with any provision of the then-current Annual Plan
agreed upon by SB Finance and INSWEB after notice from INSWEB pursuant to Section 8.8.(b), or (b) other than in accordance with the then-current Annual Plan of INSWEB JAPAN,
(i) is outside the scope of the business of INSWEB JAPAN as described in its AOI or (ii) requires a material cash expenditure or material commitment of personnel by INSWEB (other than in
accordance with an existing agreement between INSWEB Japan and INSWEB);
- (6)
- Any
new issuance of Shares or any other Securities of INSWEB JAPAN to any Person other than SB Finance, INSWEB and/or M(Ampersand)M;
- (7)
- Incurrence
of any debt obligation in excess of (Y) 400,000,000;
- (8)
- Any
investment in, loan to, or joint venture with any other Person;
- (9)
- Establishment
of any subsidiary of INSWEB JAPAN and any transaction between INSWEB JAPAN and such subsidiary; and
- (10)
- Any transaction or series of related transactions between SB Finance or any Affiliate of SB Finance, on the one hand, and INSWEB JAPAN, on the other hand, involving an aggregate amount in excess of Y60,000,000.
FOR SO LONG AS INSWEB HOLDS AN 8.63% OR GREATER COMPANY INTEREST:
Any of the actions described under Items (1) and (3).
FOR SO LONG AS INSWEB OWNS ANY SHARES OF THE COMPANY:
- (11)
- Sale, license, sublicense, encumbrance or any other transfer of any proprietary rights by
Exhibit 8.5(a)-1.
INSWEB JAPAN; and
- (12)
- Any amendment to the InsWeb License Agreement or the InsWeb Japan Consulting Services Agreement.
Exhibit 8.5(a)-2.
EXHIBIT 8.5(B)
ACTIONS OF INSWEB JAPAN REQUIRING APPROVAL OF M&M
FOR SO LONG AS M&M HOLDS AN 8.63% OR GREATER COMPANY INTEREST:
- (1)
- Adoption,
amendment or repeal of any article of INSWEB JAPAN's AOI; and
- (2)
- Any merger or consolidation of INSWEB JAPAN, whether or not INSWEB JAPAN is the surviving entity, or any sale, lease, exchange or mortgage of all or any material portion of the assets of INSWEB JAPAN.
Exhibit 8.5(b).
EXHIBIT 9.5
ACTIONS OF E-LOAN JAPAN REQUIRING APPROVAL OF E-LOAN
FOR SO LONG AS E-LOAN HOLDS A 7.20% OR GREATER COMPANY INTEREST:
- (1)
- Adoption,
amendment or repeal of any article of E-LOAN JAPAN's AOI (i) providing E-LOAN with protective voting rights, (ii) designating the corporate
name or business of E-LOAN JAPAN or (iii) effecting any change in the capital structure of E-LOAN JAPAN (other than an amendment increasing E-LOAN JAPAN's
authorized capital or otherwise necessary in connection with such an increase);
- (2)
- Declaration
or payment of any dividend or other distribution with respect to Shares or other Securities of E-LOAN JAPAN;
- (3)
- Any
merger or consolidation of E-LOAN JAPAN, whether or not E-LOAN JAPAN is the surviving entity, or any sale of all or substantially all of the assets of
E-LOAN JAPAN;
- (4)
- Investment
of capital in, or acquisition of, any interest in another entity by E-LOAN JAPAN;
- (5)
- Change
of the principal business of E-LOAN JAPAN; and
- (6)
- Any new issuance of Shares or any other Securities of E-LOAN JAPAN to any Person other than SB Finance and/or E-LOAN.
FOR SO LONG AS E-LOAN OWNS ANY SHARES OF THE COMPANY:
- (7)
- Sale,
sublicense, encumbrance or any other transfer of any proprietary rights by E-LOAN JAPAN; and
- (8)
- Any amendment to the E-LOAN License Agreement.
Exhibit 9.5.