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| The 88th Ordinary General Meeting of Shareholders |
| June 22, 2005 |
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Date : Wednesday, June 22, 2005
Start : 10:00 a.m. (on schedule)
Finish : 12:19 p.m.
Place : New Takanawa Prince Hotel, Tokyo
The number of shareholders in attendance: 6,449
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| Matters reported: |
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1. The reports on the business report, consolidated balance sheet, consolidated statement of income and Audit Reports on the consolidated financial statements by the Accounting Auditors (certified public accountants) and the Audit Committee for the fiscal year ended March 31, 2005 (from April 1, 2004 to March 31, 2005) 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").
2. The reports on non-consolidated balance sheet, non-consolidated statement of income and appropriation of non-consolidated retained earnings (on a parent company basis) for the fiscal year ended March 31, 2005 (from April 1, 2004 to March 31, 2005) were made pursuant to the Commercial Code and the Audit Special Exceptions Law.
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Matters acted upon:
< CORPORATION'S PROPOSALS (PROPOSALS 1 to 3) > |
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| 1. To amend a part of the Articles of Incorporation. |
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At the Meeting, the proposed partial amendments to the Articles of Incorporation were approved.
(1) Summary for Amendments
Upon applying the Law concerning partial amendment of the Commercial Code and its related laws on the introduction of the electronic public notice system (Law No. 87 of 2004) taking effect on February 1, 2005, the Corporation is able to use electronic public notices. Necessary amendments were made to the Articles of Incorporation for the purpose of introducing such electronic public notices.
(2) The amended provision is set out below:
Article 4. (Method of Public Notice)
Public notices of the Corporation shall be given by electronic public notices; provided, however, that if the Corporation is unable to give an electronic public notice because of accident or any other unavoidable reason, public notices of the Corporation may be given in the Nihon Keizai Shimbun.
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| 2. To elect 12 Directors. |
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At the Meeting, as proposed, 12 Directors were elected. The names of the Directors are as follows.
Howard Stringer
Ryoji Chubachi
Katsumi Ihara
*Akishige Okada
*Hirobumi Kawano
*Yotaro Kobayashi
*Sakie T. Fukushima
*Yoshihiko Miyauchi
*Yoshiaki Yamauchi
*Peter Bonfield
*Fueo Sumita
*Göran Lindahl
* They are outside Directors prescribed by Article 188, Paragraph 2, Item 7-2 of the Commercial Code.
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| 3. To issue Stock Acquisition Rights for shares of common stock of the Corporation for the purpose of granting stock options. |
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At the Meeting, as proposed, it was approved that the Corporation will issue the stock acquisition rights to subscribe for shares of common stock of the Corporation 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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| < SHAREHOLDERS' PROPOSAL (PROPOSAL 4) > |
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| 4. To amend the Articles of Incorporation with respect to disclosure to shareholders regarding remuneration paid to each Director. |
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At the Meeting, this shareholders' proposal was rejected.
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