(Translation)
June 25, 2004
To Our Shareholders
Toshio Maruyama
President and COO
ADVANTEST CORPORATION
32-1, Asahi-cho 1-chome,
Nerima-ku, Tokyo
NOTICE REGARDING RESOLUTIONS ADOPTED AT
THE 62ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Sirs and Madams:
Notice is hereby given that the following matters were presented and
resolved at the 62nd ordinary general meeting of shareholders of ADVANTEST
CORPORATION (the "Company") that took place today.
Matters reported: The business report, balance sheet and statement of income
for the 62nd Fiscal Year (from April 1, 2003 to March 31,
2004)
A presentation on the above documents was given to the shareholders.
Matters resolved:
Agenda Item No.1: Approval of the proposed appropriation of retained earnings
for the 62nd fiscal year
The shareholders resolved to approve, as originally proposed, to distribute a
dividend of (Y)25 per share.
Agenda Item No. 2: Partial amendment of the Articles of Incorporation
The shareholders resolved to approve the agenda as originally proposed. Details
of the amendment are set forth in the pages to follow.
Agenda Item No. 3: Election of one director
The shareholders resolved to approve, as originally proposed, the election of
Takashi Tokuno, who has since assumed office.
Agenda Item No. 4: Election of two corporate auditors
The shareholders resolved to approve, as originally proposed, the re-election of
Noboru Yamaguchi and the election of Kuniaki Suzuki, each of whom has since
assumed office.
Kuniaki Suzuki is an outside corporate auditor required under Article 18,
Paragraph 1 of the "Law Concerning Exceptions to the Commercial Code Relating to
Audit, etc. of Stock Corporations".
Agenda Item No. 5: Issuance of stock acquisition rights as stock options
The shareholders resolved to approve, as originally proposed, the issuance of up
to 8,000 stock acquisition rights (exercisable for 800,000 shares of the common
stock of the Company) for no consideration pursuant to Articles 280-20 and
280-21 of the Commercial Code, which are to be
1
granted to directors, corporate auditors, executive officers and employees of
the Company and its domestic and overseas subsidiaries as well as to overseas
subsidiaries of the Company.
For your reference
Details of the amendments to the Articles of Incorporation are as follows:
(Changes are underlined.)
- ---------------------------------------------------------- -------------------------------------------------------
Before Amendment After Amendment
- ---------------------------------------------------------- -------------------------------------------------------
(Newly introduced) Article 6. (Acquisition of Treasury Shares)
The Company may acquire treasury shares by
resolution of the Board of Directors pursuant to
Article 211-3, Paragraph 1, Clause 2 of the
Commercial Code.
Article 6. (Denomination of Share Certificates) Article 7. (Denomination of Share Certificates)
~ (omitted) ~ (present provisions maintained)
Article 24. (Remuneration of Directors) Article 25. (Remuneration of Directors)
Article 26. (Exemption of Directors' Liabilities)
(Newly introduced) Pursuant to Article 266, Paragraph 12 of the
Commercial Code and to the extent permitted by law
and regulations, the Company may, by resolution of
the Board of Directors, exempt the liabilities of its
Directors (including persons who have previously
served as the Company's Directors) with respect to
acts described under Paragraph 1, Clause 5 of the
said Article.
Article 25. (Counselors and Advisors) Article 27. (Counselors and Advisors)
~ (omitted) ~ (present provisions maintained)
Article 33. (Remuneration of Corporate Auditors) Article 35. (Remuneration of Corporate Auditors)
Article 36. (Exemption of Corporate Auditors'
(Newly introduced) Liabilities)
Pursuant to Article 280, Paragraph 1 of the
Commercial Code and to the extent permitted by law
and regulations, the Company may, by resolution of
the Board of Directors, exempt the liabilities of its
Corporate Auditors (including persons who have
previously served as the Company's Corporate
Auditors).
Article 34. (Business Year) Article 37. (Business Year)
~ (omitted) ~ (present provisions maintained)
Article 37. (Effective Period for Dividend Payment) Article 40. (Effective Period for Dividend Payment)
- ---------------------------------------------------------- -------------------------------------------------------
2
o The payment of dividends for the 62nd Fiscal Year
Dividends for the 62nd Fiscal Year can be received by presenting the
enclosed Notice of Postal Transfer at a nearby post office
during the payment period (from June 28, 2004 to July 30, 2004).
Shareholders who have elected to use bank transfer will find enclosed a
Dividends Statement and Confirmation of Transfer Account.
o A recorded broadcast of part of the shareholders' meeting (presentation
of the Company's business results) will be available on the Company's
website starting today.
3