Extraordinary Report
June 27, 2013
(TRANSLATION)
ADVANTEST CORPORATION
Note for readers of this English translation On June 27, 2013, ADVANTEST CORPORATION (the “Company”) filed its Japanese-language Extraordinary Report (Rinji Houkokusho) (the “Report”) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Company’s shareholders’ voting results for proposals acted upon at the 71st Ordinary General Meeting of Shareholders held on June 26, 2013 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety. |
1. Reason for submitting the Extraordinary Report
Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 71st Ordinary General Meeting of Shareholders held on June 26, 2013 (the “Meeting”), ADVANTEST CORPORATION (the “Company”) submits this Extraordinary Report under the provisions of Article 24-5, Paragraph 4, of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
2. Matters reported
(1) Date when the Meeting was held: June 26, 2013
(2) Proposals acted upon
Agenda Item No.1: Partial amendment to the Articles of Incorporation
The shareholders resolved to approve the partial amendment to the Articles of Incorporation as originally proposed.
Agenda Item No.2: Election of nine directors
Toshio Maruyama, Haruo Matsuno, Yasushige Hagio, Osamu Karatsu , Shinichiro Kuroe, Sae Bum Myung, Hiroshi Nakamura, Seiichi Yoshikawa and Yoshiaki Yoshida were elected as directors of the Company.
| (3) | Number of voting rights concerning the indication of “for,” “against” or “abstain” for each proposal; Requirements for approving the proposals; Results of resolutions |
(Unit: Voting right)
| Proposal | For | Against | Abstain | Results of Resolutions | |
| Ratio of favorable votes | Results | ||||
Agenda Item No.1: Partial amendment to the Articles of Incorporation | |||||
| 1,168,534 | 1,435 | 180 | 99.6% | Approved | |
| Agenda Item No.2: Election of nine directors | |||||
| Toshio Maruyama | 993,156 | 176,690 | 488 | 84.7% | Approved |
| Haruo Matsuno | 1,061,100 | 109,179 | 58 | 90.4% | Approved |
| Yasushige Hagio | 1,119,671 | 50,608 | 58 | 95.4% | Approved |
| Osamu Karatsu | 1,150,527 | 19,752 | 58 | 98.1% | Approved |
| Shinichiro Kuroe | 1,069,070 | 101,208 | 58 | 91.1% | Approved |
| Sae Bum Myung | 1,071,981 | 98,297 | 58 | 91.4% | Approved |
| Hiroshi Nakamura | 1,100,068 | 70,210 | 58 | 93.8% | Approved |
| Seiichi Yoshikawa | 918,485 | 251,791 | 58 | 78.3% | Approved |
| Yoshiaki Yoshida | 1,148,339 | 21,939 | 58 | 97.9% | Approved |
Notes:
Requirements for the approval of the agenda Item No.1 shall be two-thirds (2/3) or more of the affirmative votes, including postal and electronic filings, of the shareholders present at the meeting where the shareholders holding one-third (1/3) or more of the votes of the shareholders entitled to exercise their votes at such shareholders meeting are present.
Requirements for the approval of the agenda Item No.2 shall be a simple majority of the affirmative votes, including postal and electronic filings, of the shareholders present at the meeting where the shareholders holding one-third (1/3) or more of the votes of all shareholders entitled to exercise their votes at such shareholders meeting are present.
| (4) | Reason why a portion of the voting rights held by the shareholders present at the Meeting was not added to the number of voting rights |
Because the required two-thirds (2/3) or majority, as applicable, approval for the proposals were met by the voting rights exercised in advance on or before the day prior to the day of Meeting and the voting rights of certain shareholders who attended the Meeting and whose intention to approve or reject the proposal have been confirmed, and the resolution was thereby enacted lawfully under the Companies Act.