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(Notes)

  • 1.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.
  • 2."Company Auditor(s)" described herein mean "Kansayaku" stipulated in Japanese Companies Act. Just for your reference, Japan Audit & Supervisory Board Members Association recommends to describe "Kansayaku" and "Kansayaku-kai" as "Audit & Supervisory Board Member(s)" and "Audit & Supervisory Board" in English respectively.

April 1, 2013

Results of Exercise of Voting Rights at
the 174th Annual General Meeting of Shareholders

Please be advised as below the results of exercise of voting rights at the 174th Annual General Meeting of Shareholders held on March 28, 2013 (the "Meeting").

Description

(1)Details of matters resolved

Proposition No. 1: Appropriation of surplus
  • Matters regarding Year-end dividend:
    • (1) Matters related to the allocation of the dividend property to shareholders and the total amount thereof:
      ¥15.50 per share of the Company's common shares
      Total amount: ¥14,903,218,008
    • (2) Effective date of payment of dividend:
      March 29, 2013
  • 2. Matters concerning other appropriation of surplus:
    • (1) Account title of increased surplus and the amount thereof:
      General reserve:¥34,000,000,000
    • (2) Account title of decreased surplus and the amount thereof:
      Retained earnings carried forward:¥34,000,000,000
Proposition No. 2: Partial Amendments to the Articles of Incorporation
To amend the Article 3 in the Articles of Incorporation to relocate its head office to Nakano-ku, Tokyo and centralize headquarters functions of the Company and the Japan integrated beverage business company, etc., aiming at enhancing mutual cooperation among Group companies and realizing effective and efficient organizational operation. Furthermore, to add the supplementary provision to set the effective date of this amendment on May 10, 2013, which is the same date as the relocation date of the head office
Proposition No. 3: Election of eight (8) Directors
To elect the following eight (8) persons as Directors: Senji Miyake, Hirotake Kobayashi, Hajime Nakajima, Masahito Suzuki, Keisuke Nishimura, Toru Suzuki, Shigemitsu Miki and Toshio Arima
Proposition No. 4: Payment of bonuses to Directors and Company Auditors
To pay bonuses of ¥176.14 million in total to nine (9) Directors who held office as of the end of the fiscal year under review (from January 1, 2012 to December 31, 2012) (of which, ¥2.0 million will be paid to two (2) outside Directors), and to pay bonuses of ¥16.10 million in total to five (5) Company Auditors who held office as of the end of the fiscal year under review (of which, ¥3.0 million will be paid to three (3) outside Company 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
686,611 453 419 94.41 Adopted
Proposition No. 2
Partial Amendments to the Articles of Incorporation
686,623 415 422 94.42 Adopted
Proposition No. 3
Election of eight (8) Directors
  Senji Miyake 656,906 30,072 420 90.33 Adopted
Hirotake Kobayashi 680,104 6,398 898 93.52 Adopted
Hajime Nakajima 680,142 6,360 899 93.53 Adopted
Masahito Suzuki 680,104 6,398 899 93.52 Adopted
Keisuke Nishimura 680,110 6,392 899 93.52 Adopted
Toru Suzuki 679,975 6,528 898 93.50 Adopted
Shigemitsu Miki 660,885 26,094 421 90.88 Adopted
Toshio Arima 684,575 2,408 421 94.13 Adopted
Proposition No. 4
Payment of bonuses to Directors and Company Auditors
667,998 18,728 743 91.86 Adopted
(Notes) 1. The total number of voting rights of the shareholders eligible to exercise voting rights was 949,343.
2. The requirements for adoption for each matter resolved were as follows:
  Proposition Nos. 1 and 4 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 No. 3 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.

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