On June 26, 2009, the following agenda was proposed at the 145th Annual General Shareholders' Meeting. All agenda items discussed at the meeting were approved as proposed.
Appropriation of retained earnings
A year-end dividend of ¥5.5 per share was agreed upon.
Partial amendments to articles of incorporation
The Articles of Incorporation were amended following the enactment, on January 5, 2009, of the "Law for Partial Amendment to the Law Concerning Book—Entry Transfer of Bonds and Other Securities to Streamline the Settlements of Stocks and Other Securities" (Law No. 88, 2004, hereinafter, the "Settlement Streamlining Law").
- 1.According to Article 6, Paragraph 1 of the Supplementary Provision to the Settlement Streamlining Law, as of the enforcement date of the said law, the Company is deemed to have abolished its rule requiring the issue of stock certificates. Therefore, the Company is terminating the said rule as well as eliminating the provisions regarding share certificates for less than one unit and the register for lost share certificates. However, for one year following the enforcement date of the Settlement Streamlining Law, the register for lost share certificates shall be handled by the shareholder transfer agent, and as a provisional measure the Company will set forth supplementary rules for the aforementioned register for lost share certificates.
- 2.In accordance with Article 2 of the Supplementary Provision to the Settlement Streamlining Law, along with the abolishment of the Law Concerning Custody and Transfers of Share Certificates, Etc. (Law No. 30, 1984), the Company is eliminating all provisions concerning beneficial shareholders and the register of the beneficial shareholders.
- 3.Furthermore, the Company is making all necessary changes to the numbers required by the above changes.
11 directors appointed
Nine members of the previous board of directors— Messrs. Michio Kariya, Ichiro Terato, Makoto Kimura, Kyoichi Suwa, Kazuo Ushida, Yoshimichi Kawai, Masami Kumazawa, Shunji Kono and Kenji Matsuo — were reappointed as directors. Messrs. Toshiyuki Masai and Norio Hashizume were newly appointed. Messrs. Shunji Kono and Kenji Matsuo are external directors as defined by the Corporation law.
Retirement benefits allowance for retiring director
It was determined to grant retiring Director Naoki Tomino retirement benefits, pursuant to the Company's prescribed standards, for his contributions to the Company. The board of directors was assigned the responsibility of determining the amount, date and method of issuance.
Payment of bonus to directors
It was determined to grant a total of ¥44,417,000 in bonuses to eight directors (excluding two external directors) serving at the end of the 145th term, at which time the business results for the fiscal year and other related factors were taken into consideration.
Amount and details of compensation concerning Stock Acquisition Rights as Stock Compensation—type Stock Options for Directors
It was determined that in the current fiscal year (146th term), stock acquisition rights in the form of stock options would be allotted to the Company's board of directors members (excluding external directors) as share warrants for the maximum annual amount of 59 million yen (not including interlocking directorates employee compensation) on the condition that the same amount of the compensation claims as the amount payable and the amount to be paid upon exercise of the stock acquisition rights are offset.
The information is current as of the date of publication. It is subject to change without notice.