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| The 86th Ordinary General Meeting of Shareholders |
| June 20, 2003 |
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Date : Friday, June 20, 2003
Start : 10:00 a.m.(on schedule)
Finish : 0:07 p.m.
Place : New Takanawa Prince Hotel
The number of shareholders in attendance: 6,257 |
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| Matters reported: |
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| The reports on the business report, non-consolidated balance sheet and statement of income (on a parent company basis) for the fiscal year ended March 31, 2003 (from April 1, 2002 to March 31, 2003) were made pursuant to the Commercial Code and the Law for Special Exceptions to the Commercial Code concerning Audit, etc. of Kabushiki-Kaisha (the "Audit Special Exceptions Law"). |
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| Matters acted upon: |
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| < CORPORATION'S PROPOSALS (PROPOSALS 1 to 7) > |
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| 1. To approve the proposed appropriation of non-consolidated net profit for the fiscal year ended March 31, 2003 (from April 1, 2002 to March 31, 2003). |
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| The proposed appropriation of non-consolidated net profit for the fiscal year ended March 31, 2003 (from April 1, 2002 to March 31, 2003) was approved at the Meeting, including a distribution of a year-end cash dividend at the rate of ¥12.50 (before withholding any applicable tax thereon) per share of the Corporation's Common Stock held by the shareholders of record as of the end of March 31, 2003, Tokyo time (the "Record Date") for the fiscal year ended on the Record Date. |
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| 2. To purchase its own shares. |
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At the Meeting, as proposed, it was approved that the Corporation may purchase its own shares pursuant to Article 210 of the Commercial Code as follows .
(1) Period Until the conclusion of the ordinary general meeting of shareholders to be held for the fiscal year ending March 31, 2004
(2) Type of shares Shares of Common Stock and shares of Subsidiary Tracking Stock
(3) Number of shares
Common Stock: Up to 90,000,000 shares
Subsidiary Tracking Stock: Up to 300,000 shares
(4) Total purchase price
Common Stock: Up to ¥400 billion
Subsidiary Tracking Stock: Up to ¥ 1 billion |
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| 3. To amend certain parts of the Articles of Incorporation. |
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At the Meeting, the proposed partial amendments to the Articles of Incorporation were approved.
Summary of the amendments:
(1) As a result of adopting the system of corporations having committees under the Audit Special Exceptions Law, necessary amendments were made to the Articles of Incorporation, including adding new provisions to make the Corporation subject to exceptions applicable to corporations having committees pursuant to the Audit Special Exceptions Law and to establish Committees and Corporate Executive Officers and deleting provisions concerning Statutory Auditors and Board of Statutory Auditors. (Please refer to "Adopting the System of Corporations Having Committees".)
(2) As a result of the establishment of the registration system of lost share certificates, necessary amendments were made to the Articles of Incorporation.
(3) An additional share purchase system whereby shareholders may purchase shares less than one full unit may be adopted by providing for such in the Articles of Incorporation. In connection therewith, the Articles of Incorporation were amended to provide that shareholders who own shares less than one full unit (100 shares) may request that the Corporation sell such amount of shares which will, when added together with the shares which make up less than one full unit, constitute one full unit.
(4) Taking an opportunity of the establishment of the auction system of shares owned by shareholders whose residence has been unknown for the past five continuous years, the expiration period for dividends and cash distributions was extended to five years.
(5) The quorum necessary to constitute a special resolution of a general meeting of shareholders may be reduced to not less than one-third of the votes of all shareholders by providing for such in the Articles of Incorporation. In connection therewith, for the purpose of constituting a special resolution surely hereafter, the quorum requirements were lessened.
(6) For the purpose of securing an alternative appropriate venue for holding a general meeting of shareholders, the City of Yokohama in Kanagawa Prefecture was added to the list of venues where a general meeting of shareholders may be held.
(7) As a result of the addition and deletion of certain Articles, certain present Articles were renumbered. In addition, some of the descriptions of the present Articles were modified. |
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| 4. To elect 17 Directors. |
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At the Meeting, as proposed, 17 Directors were elected. The names of the Directors are as follows.
Nobuyuki Idei
Kunitake Ando
Teruhisa Tokunaka
Minoru Morio
Teruo Masaki
Howard Stringer
Ken Kutaragi
Göran Lindahl
Akihisa Ohnishi
* Iwao Nakatani
* Akishige Okada
* Hirobumi Kawano
* Yotaro Kobayashi
* Carlos Ghosn
* Sakie T. Fukushima
* Yoshihiko Miyauchi
* Yoshiaki Yamauchi
* They are outside Directors prescribed by Article 188, Paragraph 2, Item 7-2 of the Commercial Code. |
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| 5. To grant retirement allowances to a retired Director and retiring Statutory Auditors. |
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| At the Meeting, as proposed, it was approved that retirement allowances for their services while in office be granted to Mr. Norio Ohga who resigned from his office as Director and Mr. Akihisa Ohnishi, Mr. Takafumi Abe, Mr. Tadasu Kawai and Mr. Masasuke Ohmori who retired from their offices as Statutory Auditors, in the amounts of \1.6 billion for the Director and \89.9 million for the Statutory Auditors as a group in accordance with the Corporation's standards. Also it was approved that the decision for determining the specific amount of the retirement allowances for each of the retiring Statutory Auditors be entrusted to the Compensation Committee, which will be constituted by a resolution of the Board of Directors of the Corporation to be held immediately after the Meeting. |
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| 6. To issue Common Stock Acquisition Rights for the purpose of granting stock options. |
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| At the Meeting, as proposed, it was approved that the Corporation will issue rights to subscribe for or purchase shares of Common Stock to Directors, Corporate Executive Officers and employees of the Corporation and its subsidiaries without any consideration therefor pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code. |
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| 7. To issue Subsidiary Tracking Stock Acquisition Rights for the purpose of granting stock options. |
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| At the Meeting, as proposed, it was approved that the Corporation will issue rights to subscribe for or purchase shares of Subsidiary Tracking Stock to directors and employees of Sony Communication Network Corporation without any consideration therefor pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code. |
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| < SHAREHOLDERS' PROPOSAL (PROPOSAL 8) >
| | 8. To amend the Articles of Incorporation with respect to disclosure to shareholders of remuneration and/or retirement allowances, etc. paid, given or granted or to be paid, given or granted to each Director and Statutory Auditor.
At the Meeting, this shareholders' proposal was rejected. |
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| (PDF 8 KB) |
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| (PDF 221KB) |
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| (PDF 993KB) |
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| * To view, you will need to download Acrobat Reader (version 4.0 or later). |
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