Tokyo – Toshiba Corporation today announced that, in the meeting of the Board of Directors held today, it was resolved that the following “Amendments to the Articles of Incorporation” be proposed in the 167th Ordinary General Meeting of Shareholders scheduled to be held on June 27, 2006.

These amendments to the Articles of Incorporation are intended to be made in connection with the enforcement of the Corporate Law (2005 Law No. 86) and the Law Concerning Adjustment and Coordination of Relevant Laws In Association With the Enforcement of the Corporate Law (Law No. 87 of 2005, hereinafter called “Adjustment Law”) on May 1, 2006.

The reasons for and the terms of the proposal follow:

(1) Reasons for Proposal
1. Article 2, existing Article 7, Article 34 (existing Article 33), existing Article 34 and existing Article 35
Because this Company is a company with committees, it is deemed that the Articles of Incorporation provide that the Company will have the Board of Directors, Committees and Accounting Auditors as of the date on which the Corporate Law will be enforced, that the matters mentioned in the Corporate Law Article 459 paragraph 1 items 2 through 4 (Dividends of Surplus, etc.) may be determined by the Board of Directors, and that no such matters will be determined by the resolution of a General Meeting of Shareholders (Adjustment Law Article 57). Also, with respect to the matter mentioned in the Corporate Law Article 459 paragraph 1 item 1 (purchase of own shares), we have an equivalent provision as existing Article 7. To adjust these provisions and clarify them in the Articles of Incorporation, it is intended to delete existing Articles 7, 34 and 35 and to make necessary amendments to Article 2 and Article 34 (existing Article 33).

2. Article 7 (existing Article 8) and Article 10 (existing Article 11)
Because our Articles of Incorporation have no provision that share certificates shall not be issued, it is deemed that the Articles of Incorporation will provide, as of the date on which the Corporate Law will be enforced, that share certificates shall be issued (Adjustment Law Article 76 paragraph 4). Also, because the Articles of Incorporation (Article 10 (existing Article 11)) provide that the Company shall appoint a transfer agent (Meigi Kakikae Dairinin), it is deemed that the Articles of Incorporation will provide, as of the date on which the Corporate Law will be enforced, that the Company shall appoint a shareholder register agent (Kabunushi Meibo Kanrinin) or bond register agent (Adjustment Law Article 80 paragraph 1). To clarify these provisions in the Articles of Incorporation, it is intended to make necessary amendments to Article 7 (existing Article 8) and Article 10 (existing Article 11).

3. Article 8
With respect to shares constituting less than one unit, no voting rights can be exercised in a General Meeting of Shareholders. Besides, it will be possible to provide in the Articles of Incorporation that no rights other than those set forth in the Corporate Law can be exercised. Accordingly, to streamline the management of shares constituting less than one unit, it is intended to add a new Article 8.

4. Article 11 (existing Article 12)
To make it possible for the Regulations on Handling of Shares, etc. to also provide for, in addition to the handling of shares, the handling of requests and notice pertaining to the exercise of rights of shareholders, it is intended to make necessary amendments to Article 11 (existing Article 12).

5. Article 14
It has become possible to provide shareholders with information relating to the matters to be stated in reference materials for the General Meeting of Shareholders via Internet. Accordingly, it is intended to add a new Article 14 to further enhance our disclosure.

6. Article 3, Article 5, Article 6, Article 7 (existing Article 8), Article 9, existing Article 10, Article 13, Article 15 (existing Article 14), Article 16 (existing Article 15), Article 17 (existing Article 16), Article 19 (existing Article 18), Article 20 (existing Article 19), Article 21 (existing Article 20), Article 22 (existing Article 21), Article 23 (existing Article 22), Article 24 (existing Article 23), Article 25 (existing Article 24), Article 26 (existing Article 25), Article 29 (existing Article 28), Article 30 (existing Article 29), Article 31 (existing Article 30), Article 32 (existing Article 31), Article 33 (existing Article 32), existing Article 36, Article 35 (existing Article 37)
Upon the enforcement of the Corporate Law, a wide variety of provisions must be amended for the purpose of consistency with the use of characters and diction in the Corporate Law. Accordingly, it is intended to amend the use of characters and diction across the board in the Articles of Incorporation.
Meanwhile, the amendment to Article 25 (existing Article 24) paragraph 2 will have no impact on the effectiveness and terms of the contracts on limitation of liability already entered into with Outside Directors pursuant to said paragraph prior to the amendment.

Proposed Amendment