Notice of Resolutions of the 115th Ordinary General Meeting of Shareholders
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To Our Shareholders:
Tokyo 100-0005, Japan
Nippon Yusen Kabushiki Kaisha
Takao Kusakari, President
June 27, 2002
To the Shareholders of Nippon Yusen Kabushiki Kaisha:
You are hereby notified that the matters below were reported and resolved at 115th Ordinary General Meeting of Shareholders held today.
Yours faithfully, Takao Kusakari, President
Matters Reported:
Reports on the balance sheet as of March 31, 2002, and the business report and statement of income for the 115th Fiscal Year (from April 1, 2001 through March 31, 2002).
The contents of the financial statements above were reported.
| Proposition No. 1 : | Approval of the proposed appropriation of retained earnings for the 115th Fiscal Year. The appropriation of retained earnings for the 115th Fiscal Year was approved and resolved as originally proposed. (Year-end dividend was approved at ¥3.75 per share. The annual dividend per share is ¥7.50 with interim dividend of ¥3.75 per share added.) |
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| Proposition No. 2 : | Partial amendment of the Articles of Incorporation. The amendment was approved and resolved as originally proposed. Accordingly, the articles to adding the Company's business objectives and reducing the number of authorized shares issuable by the Company were amended. In addition, amendments under the provisions of the commercial code including Articles to abolishing the par value stock system and the stock trading unit system, establishing a new stock trading unit system, making an amendment to the effect that voting rights for a company adopting the new stock trading unit system shall be one voting right per unit share; and making adjustments to cope with the digitization of company-related documentation, were also made to reflect the resolution. |
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| Proposition No. 3 : | Acquisition of treasury stocks. It was approved and resolved as originally proposed, to acquire up to 20,000,000 of its own common stocks at a price of up to ¥8,000 million before the conclusion of the next Ordinary General Meeting of Shareholders. |
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| Proposition No. 4 : | The election of 14 directors. Messrs. Jiro Nemoto, Takao Kusakari, Kuniaki Shirakuma, Tadatoshi Mamiya, Yoshihiro Uesu, Tadamasa Ishida, Koji Usami, Takahiko Kakei, Michio Tamiya, Shin-ichi Miwa, Shun-ichi Yano, Koji Miyahara, Takahiro Ota and Yasushi Yamawaki were newly elected as Directors and assumed their offices. |
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| Proposition No. 5 : | The election of two auditors. Messrs. Ryuji Narisada and Keisuke Kitajima were newly elected as Corporate Auditors and assumed their offices. Mr. Keisuke Kitajima is an outside auditor as stipulated in paragraph 1, Article 18 of the Law for Special Exceptions to the Commercial Code Concerning Audits, etc. of Kabushiki-kaisha. |
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| Proposition No. 6 : | The presentation of retirement benefits to retiring Directors and Auditors. It was approved and resolved that retiring Directors, Messrs. Tsunenari Tokugawa, Saburo Kawahara, Mitsutada Hinonishi, and retiring Auditors, Messrs. Tasuku Naito, Tomoyuki Hirai, Noboru Saito shall be presented retirement benefits in accordance with the Company custom and based on set calculation criteria, and that the matters of payment amount, timing and method etc. shall be entrusted to the discretion of the Board of Directors in the case of the retiring Directors, and to the discretion of the Board of Auditors through discussions in the case of retiring Auditors. |
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