Exhibit 99.1
June 29, 2005
To: Shareholders
Notice of Resolutions of the 127th
Annual General Meeting of Shareholders
Dear Shareholders:
You are hereby notified that the following matters were reported upon and resolved at the 127th Annual General Meeting of Shareholders of our company convened on this date.
| Yours faithfully, | ||
| Daiichi Pharmaceutical Co., Ltd. | ||
| 14-10, Nihonbashi 3-chome, Chuo-ku, Tokyo | ||
| By: | Kiyoshi Morita | |
| Representative Director and President | ||
Particulars
| Matters reported: | 1. | With respect to the Business Report, Consolidated Balance Sheet, Consolidated Statement of Income and the Report of the Results of the Audit by the Independent Auditors and the Board of Auditors on the Consolidated Financial Statements for the 127th Fiscal Year (April 1, 2004 to March 31, 2005): | ||
| 2. | With respect to the Balance Sheet and Statement of Income for the 127th Fiscal Year (April 1, 2004 to March 31, 2005): | |||
The contents of the documents described in 1 and 2 above were reported.
Matters resolved: | ||
First proposal: | Approval of Appropriation Plan of Retained Earnings for the 127th Fiscal Year. | |
This proposal was approved and adopted in its original form as proposed
(a profit dividend of 25 yen per share).
| Second proposal: | Establishment of a 100% Parent Company by Means of Share Transfer. |
This proposal was approved and adopted in its original form as proposed.
| Third proposal: | Partial Amendment to the Articles of Incorporation. |
This proposal was approved and adopted in its original form as proposed.
(The content of the amendment is attached hereto.)
| Fourth proposal: | Election of Thirteen (13) Directors. |
Regarding this proposal, Messrs. Kiyoshi Morita, Kenichi Mizutani, Tadao Suzuki, Hidetoshi Imaizumi, Tsutomu Une, Ryuzo Takada, Hiroshi Sugiyama, Teruo Takayanagi, Toru Kuroda, Akira Nagano, George Nakayama, Yoshifumi Nishikawa and Jotaro Yabe were elected and have assumed office.
Messrs. Yoshifumi Nishikawa and Jotaro Yabe are External Directors as prescribed by Article 188, Paragraph 2, Item 7-2 of the Commercial Code.
Fifth proposal: | Presentation of Retirement Allowances to Resigning Directors. |
It was proposed and approved that retirement allowances be made to Directors, Messrs. Hiroyuki Nagasako, Hiroshi Yamamoto, Atsuo Inoue, Tomomi Chiba, Isao Hayakawa, Kyohei Nonose and Kazunori Hirokawa, within a suitable range based on the specified standards of the Company in appreciation of their meritorious services to the Company, and that the determination of the amount, the date of presentation and the procedure be entrusted to the Board of Directors.
End
By the Meeting of the Board of Directors held immediately after this Annual General Meeting of Shareholders, the following persons were appointed to and have assumed office as follows: Mr. Kiyoshi Morita, as Representative Director and President, Mr. Kenichi Mizutani, as Representative Director and Senior Managing Director, Mr. Tadao Suzuki as Senior Managing Director, and Messrs. Hidetoshi Imaizumi, Tsutomu Une and Ryuzo Takada, as Managing Directors of the Company.
In addition, on this same date, the Board of Directors appointed Executive Officers as follows.
Representative Director, President & Executive Officer | Kiyoshi Morita | Senior Executive Officer | Kyohei Nonose | |||
Representative Director, Senior Managing Director & Executive Officer | Kenichi Mizutani | Senior Executive Officer | Kazunori Hirokawa | |||
Senior Managing Director & Executive Officer | Tadao Suzuki | Executive Officer | Toshiro Minotani | |||
Managing Director & Executive Officer | Hidetoshi Imaizumi | Executive Officer | Koujyu Ogawa | |||
Managing Director & Executive Officer | Tsutomu Une | Executive Officer | Yusuke Yukimoto | |||
Managing Director & Executive Officer | Ryuzo Takada | Executive Officer | Tadashi Horiuchi | |||
Director & Executive Officer | Hiroshi Sugiyama | Executive Officer | Masatoshi Sakamoto | |||
Director & Executive Officer | Teruo Takayanagi | Executive Officer | Osamu Goishihara | |||
Director & Executive Officer | Toru Kuroda | Executive Officer | Nobumasa Tamai | |||
Director & Executive Officer | Akira Nagano | Executive Officer | Yoichi Hara | |||
Director & Executive Officer | George Nakayama | Executive Officer | Takao Sato | |||
| Executive Officer | Koichi Masumura | |||||
| Executive Officer | Yuichi Kano | |||||
| Executive Officer | Toshio Takahashi | |||||
| Executive Officer | Manabu Sakai | |||||
| Executive Officer | Haruhisa Kubota | |||||
<Content of Amendments to the Articles of Incorporation>
(Changes are underlined)
Articles of Incorporation before Amendment | Articles of Incorporation after Amendment | |
Chapter 1. General Provisions (Purpose) Article 3 The purpose of the Company shall be to engage in the following businesses: (1) (omitted); (2) Manufacture, sale and purchase of medicaldevices, and sale, purchase, exportation and importation of miscellaneous goods for daily necessities; (3) (subsequent items omitted); | Chapter 1. General Provisions (Purpose) Article 3 The purpose of the Company shall be to engage in the following businesses: (1) (unchanged); (2) Manufacture, sale and purchase of medicalequipment, and sale, purchase, exportation and importation of miscellaneous goods for daily necessities; (3) (subsequent items unchanged); | |
Chapter 4. Directors and Board of Directors
(Term of Office)
Article 17
The term of office of Directors shall expire at the close of the annual shareholders’ meeting relating to the last closing of accounts to occur withintwo (2) years from their assumption of office. | Chapter 4. Directors and Board of Directors
(Term of Office)
Article 17
The term of office of Directors shall expire at the close of the annual shareholders’ meeting relating to the last closing of accounts to occur withinone (1) year from their assumption of office. | |
| (Newly made) | (Release of the Liability of Outside Directors)
Article 23
The Company may enter into an agreement with an Outside Director for limitation of liabilities for damages due to acts set forth in Item 5, Paragraph 1, Article 266 of the Commercial Code in accordance with the provisions of Paragraph 19, Article 266 of the Commercial Code; provided, however, that the maximum amount of liabilities for damages under such agreement shall be as provided by laws and regulations.
(The numbering of each of the subsequent articles of the current Articles of Incorporation is to be adjusted by increase of one number.) | |
1. Payment of Dividend
We hereby request that you submit the “Notice of Payment by Postal Transfer” enclosed herewith and receive 25 yen per share as the dividend for the 127th fiscal year during the payment period from June 30, 2005 to July 29, 2005.
Those persons who have elected that transfer be made by bank or postal transfer shall please confirm the contents of the enclosed “Dividend Statement” and “Confirmation of Designation for Transfer of Dividend”.
2. Public Disclosure of Accounts
Rather than providing a paper version of the statement of accounts, the balance sheet and the profit and loss statement will instead be available on line at (http://www.daiichipharm.co.jp/). Please refer to this site.
