**Exhibit 1.1**

 

*(TRANSLATION)*

 

 

 

 

 

**ARTICLES OF INCORPORATION**

 

 

(Amended on June 29, 2004) 

 

 

 

 

 

 

 

 

 

 

**MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.**

*(TRANSLATION)*

 

 

**ARTICLES OF INCORPORATION**

**OF**

**MATSUSHITA ELECTRIC INDUSTRIALCO., LTD.**

*(Matsushita Denki Sangyo Kabushiki Kaisha)*

 

 

 

**CHAPTER I**

 

**GENERALPROVISIONS**

 

 

**Article 1.**        *(Trade Name)*

 

The Company shall be called Matsushita Denki Sangyo Kabushiki Kaisha, and written in English as Matsushita Electric Industrial Co., Ltd. 

 

 

**Article2.**        *(Principal Office)*

 

The principal office of the Company shall be located in Kadoma-shi, Osaka-fu. 

 

 

**Article 3.***        (Purpose)*****

 

The purpose of the Company shall be to engage in the following businesses:

 
 1. manufacture and sale of electric machinery and equipment, communication and electronic equipment, as well as lighting equipment; 
 
 2. manufacture and sale of gas, kerosene and kitchen equipment, as well as machinery and equipment for building and housing; 
 
 3. manufacture and sale of machinery and equipment for office and transportation, as well as for sales activities; 
 
 4. manufacture and sale of medical, health and hygienic equipment, apparatus and materials; 
 
 5. manufacture and sale of optical and precision machinery and equipment; 
 
 6. manufacture and sale of batteries, battery-operated products, carbon and manganese and other chemical and metal products; 
 
 7. manufacture and sale of air conditioning and anti-pollution equipment, as well as industrial machinery and equipment; 
 
 8. manufacture and sale of other machinery and equipment; 
 
 9. engineering and installation of machinery and equipment related to any of the preceding items as well as engineering and performance of and contracting for other construction work;
 
 10. production and sale of software; 
 

– 1 – 

 11. sale of iron and steel, nonferrous metals, minerals, oil, gas, ceramics, paper, pulp, rubber, leather, fibre and their products; 
 
 12. sale of foods, beverages, liquor and other alcoholics, agricultural, livestock, dairy and marine products, animal feed and their raw materials; 
 
 13. manufacture and sale of drugs, quasi-drugs, cosmetics, fertilizer, poisonous and deleterious substance and other chemical products; 
 
 14. manufacture and sale of buildings and other structures and components thereof; 
 
 15. motion picture and musical entertainment business and promotion of sporting events; 
 
 16. export and import of products, materials and software mentioned in each of the preceding items (other than item 9); 
 
 17. providing repair and maintenance services for the products, goods and software mentioned in each of the preceding items for itself and on behalf of others; 
 
 18. provision of information and communication services, and broadcasting business; 
 
 19. provision of various services utilizing the Internet including Internet access and e-commerce; 
 
 20. business related to publishing, printing, freight forwarding, security, maintenance of buildings, nursing care, dispatch of workers, general leasing, financing, non-life insuranceagency and buying, selling, maintaining and leasing of real estate; 
 
 21. investment in various businesses; 
 
 22. accepting commission for investigations, research, development and consulting related to any of the preceding items; and 
 
 23. all other business or businesses incidental or related to any of the preceding items. 
 

 

**Article4.**        *(Method of Public Notice)*

 

Public notices of the Company shall be given in the “*Nihon Keizai Shimbun**.*” 

 

 

 

**CHAPTER II**

 

**SHARES**

 

 

**Article5.        ***(Total Number of Shares)*****

 

The total number of shares authorized to be issued by the Company shall be four billion nine hundred and fifty million (4,950,000,000). 

 

 

**Article****6.**        *(Purchase of Own Shares)*

 

The Company may, pursuant to the provision of Article 211-3, Paragraph 1, Item 2 of the Commercial Code, by a resolution of the Board of Directors, purchase its own shares. 

 

– 2 – 

**Article****7.**        *(Number of Shares Constituting One Unit ofShares)*

 

The number of shares constituting one unit(tangen) of shares shall be one thousand (1,000). 

 

 

**Article 8.        ***(Non-issuance of Certificate of Shares Constituting less than One Unit of Shares)*

 

The Company shall not issue certificate of shares constituting less than oneunit of shares (hereinafter referred to as “shares not constituting a full unit”). 

 

However, this does not apply to the cases which are determined by the Company’s Share Handling Regulations. 

 

 

**Article****9.        ***(Sale of SharesNot Constituting A Full Unit)*

 

A shareholder (including abeneficial shareholder; hereinafter the same interpretation being applicable) holding shares not constituting a full unit may request the Company, as provided for in the Company’s Share Handling Regulations, to sell to the shareholder suchamount of shares which will, when aggregated with the shares not constituting a full unit held by such shareholder, constitute one full unit of shares. 

 

 

**Article****10.**        *(Record Date)*

 

The Company shall deem those shareholders having voting rightswhose names are registered as such in writing or in digital format on the register of shareholders (including register of beneficial shareholders; hereinafter the same interpretation being applicable) as of the end of each fiscal period as theshareholders entitled to exercise their rights as shareholders at the ordinary general meeting of shareholders for such fiscal period. 

 

In addition to the preceding paragraph, the Company shall, by a resolution of the Board of Directors and upon giving prior public notice, determine thoseshareholders and registered pledgees whose names appear as such in writing or in digital format on the register of shareholders as of a designated date as the shareholders or pledgees entitled to exercise their rights. 

 

 

**Article****11.**    *    (Transfer Agent)*

 

The Company shall appoint a transfer agent with respect to shares. 

 

The transfer agent and its handling office shall be designated by a resolution of the Board of Directors, and public notice shall be given with regardthereto. 

 

The register of shareholders and the register of lostshare certificates of the Company shall be kept at the handling office of the transfer agent, and the handling business related to shares, such as registration of transfer of shares, purchase and sale by the Company of shares not constituting a fullunit, etc., shall be handled by the transfer agent and the Company shall not handle such business. 

 

– 3 – 

**Article****12.**        *(Share Handling Regulations)*

 

Registration of transfers of shares, purchase and sale by the Company ofshares not constituting a full unit and other handling business related to shares of the Company shall be governed by, in addition to these Articles of Incorporation, the Share Handling Regulations established by the Board of Directors. 

 

 

 

**CHAPTER III**

 

**GENERAL MEETINGS OF SHAREHOLDERS**

 

 

**Article****13.**        *(Convocation)*

 

An ordinary general meeting of shareholders of the Company shall be convenedwithin three (3) months from the day immediately following the day on which the accounts are closed, and an extraordinary general meeting of shareholders may be convened whenever necessary. 

 

 
**Article** ******14.**        *(Chairman of General Meetings of Shareholders)*
 

Chairmanship of general meetings of shareholders shall be assumed by thePresident. Should the President be unable to act, one of the other Representative Directors shall take his/her place as previously determined by the Board of Directors. 

 

 

**Article****15.**        *(Method of Adopting Resolutions)*

 

Unless otherwise provided by laws or ordinances or by these Articles of Incorporation, resolutions of general meetings of shareholders shall be adopted bya majority of the votes of shareholders present or represented at the meeting. 

 

Special resolutions of general meetings of shareholders pursuant to Article 343 of the Commercial Code shall be adopted by not less than two-thirds of the votes of the shareholders present or represented at themeetings, who hold not less than one-third of the votes of all shareholders. 

 

 

**Article****16.**        *(Exercise of Voting Rights through Proxy)*

 

A shareholder may exercise his/her voting rights through a proxy who is alsoa shareholder of the Company entitled to exercise voting rights; provided, however, that such shareholder or the proxy must submit to the Company a power of attorney authorizing such proxy. 

 

 

 

**CHAPTER IV**

 

**DIRECTORS AND BOARD OF DIRECTORS, ETC.**

 

 

**Article****17.**        *(Number of Directors)*

 

The number of Directors of the Company shall be three (3) or more.

 

– 4 – 

**Article****18.**        *(Election of Directors)*

 

Directors shall be elected at a general meeting of shareholders. 

 

Resolutions for such election shall be adopted by a majority of the votesof the shareholders present who hold not less than one-third of the voting rights held by the total shareholders. 

 

No cumulative voting shall be used with respect to the resolutions for the election of Directors. 

 

 

**Article****19.**        *(Representative Directors and Directors with Special Titles)*

 

The Company may, by a resolution of the Board of Directors, appoint from among the Directors one Chairman of the Board of Directors, one Vice Chairman ofthe Board of Directors, one President, and one or more Executive Vice Presidents, Senior Managing Directors and Managing Directors. 

 

The Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the President, Executive Vice Presidents and Senior ManagingDirectors shall severally represent the Company. 

 

 

**Article****20.**        *(Terms of Office of Directors)*

 

The terms of office of Directors shall expire at the conclusion of theordinary general meeting of shareholders with respect to the last closing of accounts within one (1) year from their assumption of office. 

 

 

**Article****21.**        *(Remuneration andRetirement Allowances for Directors)*

 

Remuneration andretirement allowances for Directors shall be determined at a general meeting of shareholders. 

 

 

**Article****22.**        *(Limitation of Director’**s Liability)*

 

The Company may, pursuant to the provisions of Article 266, Paragraph 12of the Commercial Code, by a resolution of the Board of Directors, exempt a Director (including a former Director) from the liability for his/her actions set forth in Article 266, Paragraph 1, Item 5 of the Commercial Code to the extent permitted byapplicable laws and ordinances. 

 

The Company may, pursuant tothe provisions of Article 266, Paragraph 19 of the Commercial Code, enter into an agreement with an outside Director of the Company, which limits the liability for his/her actions set forth in Article 266, Paragraph 1, Item 5 of the Commercial Codeto the aggregate amount of the amounts provided for in each item of Article 266, Paragraph 19 of the Commercial Code. 

 

 

**Article****23.**        *(Notice ofConvocation of a Meeting of Board of Directors)*

 

Notice ofconvocation of a meeting of the Board of Directors shall be dispatched to each Director and Corporate Auditor three (3) days in advance of the date set for the meeting; provided, however, that in case of urgency this period may be shortened.

 

– 5 – 

**Article****24.**        *(Regulations of Board of Directors)*

 

Matters to be resolved by the Board of Directors and any otherdetails concerning the Board of Directors shall be governed by the Regulations of the Board of Directors established by the Board of Directors. 

 

 

**Article****25.***        (ExecutiveOfficers)*

 

The Company may, by a resolution of the Board ofDirectors, appoint Executive Officers in charge of the execution of the business of the Company. 

 

Duties of Executive Officers and other matters relating to Executive Officers shall be governed by the Regulations of Executive Officers established bythe Board of Directors. 

 

 

 

**CHAPTER V**

 

**CORPORATE AUDITORS AND**

**BOARD OFCORPORATE AUDITORS**

 

 

**Article****26.**        *(Number of Corporate Auditors)*

 

The number of Corporate Auditors of the Company shall be three (3) or more. 

 

 

**Article****27.**    *    (Election of Corporate Auditors)*

 

Corporate Auditors shall be elected at a general meeting of shareholders. 

 

Resolutions for such election shall be adopted by a majority of the votes of the shareholders present who hold not less thanone-third of the voting rights held by the total shareholders. 

 

 

**Article****28.**        *(Full-time Corporate Auditors and Senior Corporate Auditors)*

 

The Company shall appoint one or more Full-time Corporate Auditor(s) whoshall be selected by the Corporate Auditors from among their number. 

 

The Company may appoint one or more Senior Corporate Auditor(s) who shall be selected by the Corporate Auditors from among their number. 

 

 

**Article****29.**        *(Terms of officeof Corporate Auditors)*

 

The terms of office of CorporateAuditors shall expire at the conclusion of the ordinary general meeting of shareholders with respect to the last closing of accounts within four (4) years from their assumption of office. 

 

 

**Article****30.***        (Remuneration and Retirement Allowances for Corporate Auditors)*

 

Remuneration and retirement allowances for Corporate Auditors shall be determined at a general meeting of shareholders. 

 

– 6 – 

**Article****31.    ***    (Limitation of CorporateAuditor’**s Liability)*

 

The Company may, pursuantto Article 280, Paragraph 1 of the Commercial Code, by a resolution of the Board of Directors, exempt a Corporate Auditor (including a former Corporate Auditor) from his/her liability to the extent permitted by applicable laws and ordinances.

 

 

**Article****32.    ***    (Notice of Convocation of a Meeting of Board of Corporate Auditors)*

 

Notice of convocation of a meeting of the Board of Corporate Auditors shall be dispatched to each Corporate Auditor three (3) days in advance of the dateset for the meeting; provided, however, that in case of urgency this period may be shortened. 

 

 

**Article****33.**        *(Regulations of Board of Corporate Auditors)*

 

Matters to be resolved by the Board of Corporate Auditors and any otherdetails concerning the Board of Corporate Auditors shall be governed by the Regulations of the Board of Corporate Auditors established by the Board of Corporate Auditors. 

 

 

 

**CHAPTER VI**

 

**ACCOUNTS**

 

 

**Article****34.**        *(Fiscal Year and Closing of Accounts)*

 

The fiscal year of the Company shall commence on April 1 each year and end on March 31 the next following year and the accounts shall be closed on thelast day of each fiscal year. 

 

 

**Article****35.**        *(Dividends)*

 

Dividends of the Company shall be paid to those shareholders or registered pledgees whose names appear as such in writing or in digital format on theregister of shareholders at the end of each fiscal period. 

 

 

**Article****36.**        *(Interim Dividends)*

 

The Company may, by a resolution of the Board of Directors, pay interim dividends (cash distributions as provided in Article293-5 of the Commercial Code; hereinafter the same being applicable) to those shareholders or registered pledgees whose names appear as such in writing or in digital format on the register of shareholders as of the close of September 30 of eachyear. 

 

 

**Article****37.**    *    (Expiration Period for Dividends and Interim Dividends)*

 

In case dividends or interim dividends shall not be received within three (3) years from the commencement of payment thereof, the Company shall berelieved from the obligation for the payment thereof. 

 

Dividends and interim dividends shall bear no interest. 

 

– 7 – 

**CHAPTER VII**

 

**MISCELLANEOUS RULES**

 

 

**Article****38.**        *(Transfer Agentof Bonds or Debentures)*

 

The Company shall appoint atransfer agent or agents in respect to bonds or debentures issued by the Company. 

 

– 8 –