Press Release
May 31, 2010
To Whom It May Concern:

Funai Electric Co., Ltd.
President and CEO: Tomonori Hayashi(Code No.: 6839 First Section of TSE/OSE)

Notice Concerning Partial Amendment of Articles of Incorporation (Revised)As per the announcement made on May 10, 2010, the Board of Directors of Funai Electric Co. Ltd.
(hereinafter referred to as “the Company”) passed a resolution to discuss various partial
amendments to the Articles of Incorporation at the 58th annual Ordinary General Meeting ofShareholders scheduled to be held on June 22, 2010. This is to further notify that the Board ofDirectors at a meeting held today passed a resolution to revise portions of the previously announced
proposed amendments that will be up for discussion.
Details of the Change
1. Reasons for the Amendments (Addition of (2), (4), and (5)(1) New provisions along with the necessary changes pertaining to Corporate Auditors and theBoard of Corporate Auditors will be made as parts of the Company’s decision to convert thecurrent management structure from a “Company with Committees” to a “Company with a
Board of Corporate Auditors”. The purpose of the change is to increase management
efficiency and improve operations of the Company.
(2) In preparation of a situation where the Company has an insufficient number of auditors as
required by law, new provisions will be made to allow alternative auditor appointees to beeffective for a period of four years. Further, this change will eliminate the complications
associated with appointing new alternative auditors on an annual basis.
(3) New provisions based on the Exemption from Liabilities of Directors and Other Executive
Officers as prescribed in Articles 426 and 427 of the Companies Act will be established toenable Corporate Auditors to sufficiently fulfill their expected roles and responsibilities.
(4) In order to ensure that the aforementioned Exemption from Liabilities of Directors andOther Executive Officers remains valid after the Company converts its management
structure to a “Company with a Board of Corporate Auditors”, a supplementary provisionthat outlines transitional measures to be taken during such conversion period will be added
to the Articles of Incorporation.
(5) The numbers associated with each article in the Articles of Incorporation will be amended
to reflect the additions and deletions as outlined above.
2. Details of the Proposed Amendment (Revised)
The details of the proposed amendment are described in the supplementary attachments.

3. Schedule (No Revisions Made)
Ordinary General Meeting of Shareholders to amend
the Articles of Incorporation
Effective date of amendment of the Articles of Incorporation

INQUIRIES ABOUT THIS PRESS RELEASE
Naoyuki Takanaka
Investor / Public Relations Department
TEL:+81-72-870-4395

June 22, 2010
June 22, 2010

Supplementary Documents(The sections of text to be changed are underlined)
Current Articles of Incorporation
Proposed Changes(Organization)(Organization)
Article 4 In addition to the Ordinary General
Article 4 In addition to the ordinary generalMeeting of Shareholders and Directors, themeeting of shareholders and Directors, theCompany shall have the following
Company shall have the following
organizations.
organizations.
1. Board of Directors
1. Board of Directors
2. Committees(Deleted)(Newly established)
2. Board of Corporate Auditors
3. Accounting Auditors
3. Accounting Auditors(Transfer Agent)
Article 9 The Company shall have a transferagent.
2 The Company’s transfer agent and its placeof business shall be set by a resolution
passed by the Board of Directors or by adecision of an Executive Officer entrustedwith this responsibility through a resolutionpassed by the Board of Directors, and thisinformation shall be released by public notice.
3 (Text omitted)(Share Handling Regulations)
Article 10 The procedures concerning theexercising of shareholder rights and thehandling of other matters related to theCompany’s stock shall be governed by therelevant laws and regulations, the Articles ofIncorporation, and the Rules Pertaining to theHandling of Shares as stipulated by the Boardof Directors or by an Executive Officer
entrusted with this responsibility through a
resolution passed by the Board of Directors.

(Transfer Agent)
Article 9 The Company shall have a transferagent.
2 The Company’s transfer agent and its placeof business shall be set by a resolution
passed by the Board of Directors, and thisinformation shall be released by public notice.

3(Unchanged)(Share Handling Regulations)
Article 10 The procedures concerning theexercising of shareholder rights and thehandling of other matters related to theCompany’s stock shall be governed by therelevant laws and regulations, the Articles ofIncorporation, and the Rules Pertaining to theHandling of Shares as stipulated by the Boardof Directors.

Current Articles of Incorporation(Convener and Chairperson)
Article 13 The Director who holds the post of
Executive Officer and President shall convene
the Ordinary General Meetings ofShareholders and shall preside asChairperson thereof, based on a resolution
passed by the Board of Directors.
2 When the Director who holds the post of
Executive Officer and President is unable topreside over an Ordinary General Meeting of
Shareholders, another Director shall convenesuch Meeting and serve as Chairperson
thereof, in accordance with the sequence set
forth previously by the Board of Directors.

(Addition)

Article 20

Proposed Changes(Convener and Chairperson)
Article 13 The Director who has been electedby the Board of Directors to be theRepresentative Director shall convene theOrdinary General Meetings of Shareholders
and shall preside as Chairperson thereof,based on a resolution passed by the Board ofDirectors.
2 When the aforementioned Representative
Director is unable to preside over an Ordinary
General Meeting of Shareholders, another
Representative Director or Director shallconvene such meeting and serve asChairperson, in accordance with thesequence set forth previously by the Board ofDirectors.
(Representative Directors)
Article 20 The Company shall elect one (1)or more Representative Directors through aresolution passed by the Board of Directors.
Article 21(Text omitted)(Unchanged)(Notice of Convocation of Board of Directors)
Article 21 A notice of convocation of ameeting of the Board of Directors shall bedispatched to each Director at least three (3)days prior to the date of such meeting.
Provided, however, this period may be
shortened in the event of an emergency.
2 A Board of Directors Meeting may be
convened without following the convocation
procedures provided that all of the Directors
agree.

(Notice of Convocation of Board of Directors)
Article 22 A notice of convocation of ameeting of the Board of Directors shall bedispatched to each Director and each Auditor
at least three (3) days prior to the date ofsuch meeting. Provided, however, this period
may be shortened in the event of anemergency.
2 A meeting of the Board of Directors may be
convened without following the convocation
procedures provided that all of the Directors
and Auditors agree.

Article 22∫
Article 23

Article 23∫
Article 24(Text omitted)(Unchanged)(Compensation and Other Benefits)
Article 24 The amount of compensation,bonuses, and other financial benefits
Directors receive from the Company as value
for execution of their duties (referred tocollectively below as “compensation etc.”)
shall be determined by a resolution of theCompensation Committee.

(Compensation and Other Benefits)
Article 25 The amount of compensation,bonuses, and other financial benefits
Directors receive from the Company as value
for execution of their duties (referred tocollectively below as “compensation etc.”)
shall be determined by resolution at anOrdinary General Meeting of Shareholders.

Article 25

Article 26(Text omitted)(Unchanged)

Current Articles of Incorporation
Chapter 5 Executive Officers

Proposed Changes(Deleted)(Number of Auditors)
Article 26 The Company shall have no morethan three (3) Corporate Officers.

(Deleted)(Method of Appointment)
Corporate Officers shall be
Article 27
appointed by a resolution of the Board ofDirectors.
(Term of Office)
Article 28 The term of office of Corporate
Officers shall extend until the close of theBoard of Directors meeting subsequently
convened after the close of the Ordinary
General Meeting of Shareholders held for thelast business year of the Company ending
within one (1) year after their election.
(Representative
ExecutiveOfficersandExecutive Officers with Duties)
Article 29 The Board of Directors shall electone (1) or more Representative ExecutiveOfficer(s) by a resolution for such election.
The Board of Directors may appoint one
2(1) Executive Officer and Chairman of theBoard and one (1) Executive Officer andPresident, and Executive Officers serving as
Executive Vice Presidents, Senior Managing
Directors, and Managing Directors, byresolution.
(Executive Officer Provisions)
Matters concerning Executive
Article 30
Officers shall be governed by the relevantlaws and regulations, the Articles ofIncorporation, Rules Pertaining to the Boardof Directors, and Executive Officer Rules set
forth by the Board of Directors.
(Compensation and Other Benefits)
Article 31 The amount of compensation etc.
to be granted to Executive Officers shall be
set by a resolution of the CompensationCommittee.
(Exemption of Executive Officers from Liability)
Article 32 Pursuant to the provisions stated inArticle 426, Paragraph (1) of the Companies
Act, the Company may, by resolution of theBoard of Directors, exempt Executive Officers(including past Executive Officers) from liability
for damages caused by a dereliction of his/herduties within the limits stipulated in Article 423,
Paragraph (1) of the Companies Act.

(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Addition)(Addition)(Addition)(Addition)(Addition)

Chapter 5

Proposed Changes
Corporate Auditors and the Boardof Corporate Auditors(Number of Corporate Auditors)
Article 27 The Company shall have three (3)or more Corporate Auditors.
(Method of Election)
Article 28 Corporate Auditors shall be electedbyresolution at an Ordinary General
Meeting of Shareholders.
2 Resolutions for the election of Corporate
Auditors shall only pass if one-third (1/3) ormore of all exercisable shareholder voting
rights are represented at an Ordinary
General Meeting of Shareholders and such
resolution is passed by majority.
As per the provisions in Article 329,
3Paragraph (2) of the Companies Act, theCompany shall be able to elect Alternate
Corporate Auditors at the Ordinary General
Meeting of Shareholders, to provide forsituations where the number of Corporate
Auditors required by law is insufficient.
4 The resolution to elect Alternate Corporate
Auditors as stated in Paragraph 3 above
shall remain in effect until the beginning oftheOrdinaryGeneral
MeetingofShareholders held for the last businessyear of the Company ending within four (4)years after such resolution is passed.
(Term of Office)
Article 29 The term of office of Corporate
Auditors shall expire at the closing of theOrdinary General Meeting of Shareholders
held for the last business year of theCompany ending within four (4) years after
their election.
2 The term of office of a Corporate Auditor
elected to fill a vacancy created by a Corporate
Auditor who resigned before the end of his/herterm of office shall expire at the time the termof office of his/her predecessor would expire.
(Standing Corporate Auditors)
Article 30 The Board of Corporate Auditors
shall elect Standing Corporate Auditors byresolution.Current Articles of Incorporation(Addition)(Addition)(Addition)(Addition)(Addition)

Article 33∫
Article 36(Text omitted)

Proposed Changes(Notice of Convocation of the Board ofCorporate Auditors)
Article 31 A notice of convocation of meetingsof the Board of Corporate Auditors shall bedispatched to each Corporate Auditor at least
three (3) days prior to the date of themeeting. Provided, however, this period may
be shortened in the event of an emergency.
A meeting of the Board of Corporate
2Auditors may be convened without following
the convocation procedures provided that allof the Corporate Auditors agree.
(Method of Resolutions by the Board ofCorporate Auditors)
Resolutions of the Board of
Article 32
Corporate Auditors shall be passed bymajority of the Corporate Auditors.
(Rules Pertaining to the Board of CorporateAuditors)
Article 33 Matters concerning the Board of
Corporate Auditors shall be governed by theprovisions established by the relevant laws
and regulations, the Articles of Incorporation,and by the Rules for the Board of Corporate
Auditors as established by the Board of
Corporate Auditors.
(Compensation and Other Benefits)
Article 34 The amount of compensation andother benefits to be granted to Corporate
Auditors shall be determined by resolution atan Ordinary General Meeting of Shareholders.
(Exemption from Liabilities of Auditors)
Article 35 Pursuant to the provision of Article
426, Paragraph (1) of the Companies Act, theCompany may, by resolution of the Board ofDirectors, exempt
Corporate
Auditors(including past Auditors) from liability fordamages caused by a dereliction of his/herduties within the limits stipulated in Article
423, Paragraph (1) of the Companies Act.
2 The Company may, based on the provisionof Article 427, Paragraph (1) of theCompanies Act, conclude agreements with
Outside Auditors to limit the total amounts
prescribed in each item of Article 425,
Paragraph (1) of the Companies Act
concerning their liability to pay thecompensation for damages under Article 423,
Paragraph (1) of the Companies Act.
Article 36∫
Article 39(Unchanged)

Current Articles of Incorporation(Addition)

Proposed Changes
Supplemental Provisions
Article 1 As per the provisions in Article 426,
Paragraph 1 of the Companies Act, theCompany, by resolution of the Board ofDirectors, shall exempt those ExecutiveOfficers (including past Executive Officers)
who held such post prior to the closing of the58th
OrdinaryGeneral
MeetingofShareholders from liability for damages
caused by a dereliction of his/her duties
within the limits stipulated in Article 423,
Paragraph (1) of the Companies Act.