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| The 89th Ordinary General Meeting of Shareholders |
| June 22, 2006 |
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Date : Thursday, June 22, 2006
Start : 10:00 a.m. (on schedule)
Finish : 11:58 a.m.
Place : New Takanawa Prince Hotel, Tokyo
The number of shareholders in attendance: 7,247
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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, 2006 (from April 1, 2005 to March 31, 2006) 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, 2006 (from April 1, 2005 to March 31, 2006) 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.
Summary for amendments:
The amendments focus mainly on changing the expressions and wording and otherwise revising the articles to bring them into line with the Company Law which was enacted on May 1, 2006. Further, new articles addressing the gDisclosure of Reference Documents for General Meetings of Shareholders, Etc. through the Interneth and gAllowance for resolutions of the Board of Directors in writingh were added.
Also, in addition to changes related to the Company Law, the deletion of the provisions for subsidiary tracking stock, as these shares were converted completely to shares of common stock of the Corporation, and a change in the location of the head office to reflect its proposed relocation were made. |
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| 2. To elect 14 Directors. |
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At the Meeting, as proposed, 14 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
*Fujio Cho
*Ned Lautenbach
Göran Lindahl
*They are outside Directors prescribed by Article 2, Item 15 of the Company Law. |
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| 3. To issue 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 stock acquisition rights to directors, corporate executive officers and employees of the Corporation and its subsidiaries, for the purpose of granting stock options, pursuant to the provisions of Articles 236, 238 and 239 of the Company Law, and that the Corporation will delegate the determination of the terms of such stock acquisition rights to the Board of Directors of the Corporation.
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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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