Komatsu to Revise Part of Articles of Incorporation

At Board of Directors' meeting held on May 15, 2009, Komatsu Ltd. (President and CEO: Kunio Noji) made a resolution to revise a part of its Articles of Incorporation as set out below and propose the partial revision to the 140th Ordinary General Meeting of Shareholders scheduled for June 24, 2009.

(1) Following the enforcement of the " Act for Partial Revision of the Act on Transfer of Bonds, etc. for Streamlining Settlement Concerning Stock Trading, etc." (Act No. 88 of 2004; hereinafter, "Act for Streamlining Settlement of Stock, etc."), the Company shall revise its current Articles of Incorporation and make the following amendments.

(i)Pursuant to Article 6, Paragraph 1 of the Supplemental Provisions of the Act for Streamlining Settlement of Stock, etc. it has been deemed that a resolution by the Company was made amending the Articles of Incorporation by repealing provisions purporting to the issuance of share certificates effective as of January 5, 2009, the enforcement date of the share certificate dematerialization system, thus the Company shall delete Article 7 (Issuance of Share Certificates) and Article 9, Paragraph 2 of the current Articles of Incorporation.

(ii)Following the repeal of the "Act on Custody and Transfer of Share Certificate, etc.," wordings regarding the "Beneficial Owners" in Article 10 and "Register of Beneficial Owners" in Article 12, Paragraph 3 of the current Articles of Incorporation shall be deleted.

(iii)Wordings regarding the "Register of Lost Share Certificates" and "administration of the Register of Lost Share Certificates" in Article 12, Paragraph 3 of the current Articles of Incorporation shall be deleted due to the lack of share certificate issuance. However, since the Register of Lost Share Certificates must be kept along with the effectuation of other tasks relating to same for a period of one year following the day after the enforcement date of the Act for Streamlining Settlement of Stock, etc. the Company shall establish necessary provisions in the Supplemental Provisions.

(2) As a means of ensuring that Outside Directors and Outside Corporate Auditors perform their duties as expected and of attracting individuals suitable for the position of Outside Director and Outside Corporate Auditor in the future, Article 27, Paragraph 2 and Article 34, Paragraph 2 are newly established as provisions allowing the Company to execute limited liability agreements with Outside Directors and Outside Corporate Auditors in accordance with Article 427, Paragraph 1 of the Corporation Act. Please note that each Corporate Auditor has approved the submission of an agenda item to newly establish Article 27, Paragraph 2.

(3) In addition, the Company shall make necessary amendments such as changes in numbering.

The details of the amendments are "Details of amendments" of Other sites.

1) Scheduled date for the General Meeting of Shareholders for the revision of the Articles of Incorporation: Wednesday, June 24, 2009
2) Effective date of revision of the Articles of Incorporation: Wednesday, June 24, 2009


(end)