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(Note) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

April 3, 2012

Results of Exercise of Voting Rights at
the 173rd Annual Meeting of Shareholders

Please be advised as below the results of exercise of voting rights at the 173rd Annual Meeting of Shareholders held on March 29, 2012 (the "Meeting").

Description

(1)Details of matters resolved

Proposition No. 1: Appropriation of surplus
  • 1. Matters regarding Year-end dividend:
    • (1) Matters related to the allocation of the dividend property to shareholders and the total amount thereof:
      ¥13.50 per share of the Company's common shares
      Total amount: ¥12,983,376,222
    • (2) Effective date of appropriation of surplus:
      March 30, 2012
  • 2. Other matters concerning appropriation of surplus:
    • (1) Account title of increased surplus and the amount thereof:
      General reserve:¥48,000,000,000
    • (2) Account title of decreased surplus and the amount thereof:
      Retained earnings brought forward:¥48,000,000,000
Proposition No. 2: Partial Amendments to the Articles of Incorporation
To delete Article 13, paragraph 3 in the Articles of Incorporation, which limits the locations of meetings of shareholders, in order to ensure a wide range of choices for the location of meetings of shareholders
Proposition No. 3: Election of nine (9) Directors
To elect the following nine (9) persons as Directors: Senji Miyake, Hirotake Kobayashi, Hajime Nakajima, Hiroshi Ogawa, Seiichi Hashimoto, Masahito Suzuki, Keisuke Nishimura, Shigemitsu Miki and Toshio Arima
Proposition No. 4: Election of one (1) Corporate Auditor
To elect Kimie Iwata as Corporate Auditor
Proposition No. 5: Payment of bonuses to Directors and Corporate Auditors
To pay bonuses of ¥140.55 million in total to nine (9) Directors who held office as of the end of this fiscal year (from January 1, 2011 to December 31, 2011) (of which, ¥2.0 million will be paid to two (2) outside Directors), and to pay bonuses of ¥14.22 million in total to five (5) Corporate Auditors who held office as of the end of this fiscal year (of which, ¥3.0 million will be paid to three (3) outside Corporate Auditors)

(2)Number of voting rights exercised as the manifestation of intention of approval, disapproval or abstention for the matters resolved, and the requirements for adoption and voting results thereof

Matters resolved: Number of approval votes Number of disapproval votes Number of abstention Voting results
Ratio of approval votes Adopted/
Not adopted
Proposition No. 1
Appropriation of surplus
662,340 4,395 65 91.54 Adopted
Proposition No. 2
Partial Amendments to the Articles of Incorporation
665,665 1,062 65 92.00 Adopted
Proposition No. 3
Election of nine (9) Directors
  Senji Miyake 625,626 41,045 69 86.46 Adopted
Hirotake Kobayashi 628,146 38,525 69 86.81 Adopted
Hajime Nakajima 638,118 28,552 69 88.19 Adopted
Hiroshi Ogawa 638,077 28,594 69 88.18 Adopted
Seiichi Hashimoto 638,076 28,595 69 88.18 Adopted
Masahito Suzuki 638,084 28,586 69 88.18 Adopted
Keisuke Nishimura 638,113 28,558 69 88.19 Adopted
Shigemitsu Miki 521,570 145,101 69 72.08 Adopted
Toshio Arima 631,389 35,284 69 87.26 Adopted
Proposition No. 4
Election of one (1) Corporate Auditor
  Kimie Iwata 665,424 1,307 69 91.96 Adopted
Proposition No. 5
Payment of bonuses to Directors and Corporate Auditors
635,108 21,968 9,703 87.77 Adopted
(Notes) 1. The total number of voting rights of the shareholders eligible to exercise voting rights was 948,990.
2. The requirements for adoption for each matter resolved were as follows:
  Proposition Nos. 1 and 5 Approval by a majority of voting rights of the shareholders who are eligible to exercise voting rights and present at the Meeting
Proposition No. 2 Attendance of shareholders who hold at least one-third of voting rights of the shareholders eligible to exercise voting rights, and approval by two-thirds or more of the voting rights of such shareholders
Proposition Nos. 3 and 4 Attendance of shareholders who hold at least one-third of voting rights of the shareholders eligible to exercise voting rights, and approval by a majority of the voting rights of such shareholders

(3)Reason why a portion of the number of voting rights of the shareholders present at the Meeting was not included in the number of voting rights exercised as the manifestation of intention of approval, disapproval or abstention

By taking into account the number of voting rights exercised prior to the Meeting using the Voting Rights Exercise Form or via the Internet and so on and the number of voting rights of the shareholders present at the Meeting whose intention of approval was confirmed, all the matters resolved satisfied the requirements for adoption and the resolutions were legally reached in compliance with the Corporate Law. Therefore, the number of voting rights of the shareholders present at the Meeting whose intention of approval, disapproval or abstention was not confirmed was not included in the calculation.


  • Kirin Holdings Inquiry Form: http://www.kirinholdings.co.jp/english/customer/
  • Kirin Holdings Web Site: http://www.kirinholdings.co.jp/english/

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