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| Notice of Resolutions Adopted at the 57th Ordinary General Shareholders Meeting |
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| June 29, 2004 |
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The 57th Ordinary General Shareholders Meeting was held on June 29, 2004 at
Hanwa Co., Ltd.'s headquarters. The meeting lasted 00 minutes and was attended by 000 shareholders. The
Meeting received the following Reports and discussed the following Resolutions.
Matters Reported
Business report, balance sheet, and the income statement for the 57 th business
period (commencing April 1 2003 and ending March 31 2004 )
The details of the above financial statements were reported .
Matters for Resolution
Item1 :
Approval of the appropriation of profits from the 57 th business period.
The item was approved and passed as proposed.
Dividends have been set at \6 per share .
Item2 :
Partial amendments to the Articles of Incorporation.
The item was approved and passed as proposed and the details of such amendments are as follows:
| (1) |
In association with the implementation of the "Law Partially Amending Laws Relating to Special
Exceptions to the Commercial Code Concerning Commercial Code and the Commercial Code Relating to Audit
and the Like of an Joint Stock Corporation" (Law Number 132 2003) that granting the right to
acquire own shares by a resolution of the board of directors based on amendments to the articles of
incorporation, a new provision relating to acquisition of own shares have been provided for in Article
6. |
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| (2) |
In association with the implementation of the "Law to Partially Amend the Commercial Code"
(Law Number 44 2002) approving the introduction of Increased Holdings of Fractional Shares System based
on provisions of the articles of incorporation, a new provision concerning claims for incremental purchases
of fractional shares has been added to Article 10 and, in addition, modifications to the requirements
were made. |
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| (3) |
In association with the implementation of the "Law Partially Amending Laws Relating to Special
Exceptions to the Commercial Code Concerning Commercial Code and the Commercial Code Relating to Audit
and the Like of an Joint Stock Corporation" (Law Number 149 2001) prescribing provisions for
exoneration of liabilities of directors and auditors and provisions relating to conclusion of agreements
limiting liability of outside directors, a provision relating to exoneration of directors from liability
and a provision relating to conclusion of agreements to limit liability of outside directors were newly
provided for in Article 24 and a provision exonerating auditors from liability was newly provided for
in Article 31. |
Item3 :
Election of 2 directors.
As proposed, Kazushi Higashida and Takaharu Tada were elected as directors and each has assumed the post.
Further, Kazushi Higashida is an outside director as provided in Article 188 Clause 2 Item 7-2 of the Civil
Code.
Item4 :
Election of 3 auditors.
As proposed, Hironari Masago, Shosaburo Bando, and Hajime Yosano have been elected and each has assumed the
post. Hironari Masago and Hajime Yosano are both outside auditors as provided in Article 18 Clause 1 in the
Law Concerning Exceptions to the Commercial Code Relating to Audit and the Like of Joint Stock Corporations.
Item5 :
Matters relating to presentation of retirement bonuses for retiring director and retiring auditor.
As proposed, payment of retirement bonuses in appropriate amounts to Shosaburo Bando who as of the closing
of this general meeting shall retire from his post of director and Kunio Matsuda and Kazushi Higashida who
have retired as auditors to reward their contributions during their term in office, in accordance with defined
criteria prescribed in the internal rules of the Company, has been approved and passed, the timing of presentment,
methods and the like of which shall be left entirely in the hands of consultations by the board of directors
in the case of retiring directors and consultations among the auditors in the case of retiring auditors.
Shuji Kita
President and Representative Director
Hanwa Co., Ltd.
4-3-9, Fushimi-machi, Chuo-ku, Osaka 541-8585
New Directors after the Shareholders Meeting:
| President |
Shuji Kita |
| Senior Managing Directors |
Mitsuyuki Nakabayashi
Takashi Kyui |
| Managing Directors |
Takayuki Kamoto
Noriyuki Hanafusa
Tatsuyuki Yamasaki
Hironari Furukawa
Shinsuke Kitamura |
| Directors |
Kazushi Higashida *
Kazuo Yokota
Masaomi Amao
Hiroshi Omoto
Satoru Hara
Tetsuro Akimoto
Takuji Kita
Takaharu Tada |
| Auditors |
Shosaburo Bando
Hironari Masago **
Toshiaki Taguchi **
Hajime Yosano ** |
| * |
Outside Director as provided in Article 188 Clause 2 Item 7-2 of the Civil Code . |
| ** |
Outside Auditors as provided in Article 18 Clause 1 in the Law Concerning Exceptions
to the Commercial Code Relating to Audit and the Like of Joint Stock Corporations. |
The Company provides this information for your reference and convenience only and without any warranty as
to its accuracy or otherwise. In the event of a dispute or difference as to meaning or intent of the Information
and the Japanese original text of the Notice, the Japanese original text of the Notice shall prevail.
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