(The following is an unofficial English translation of the Notice Regarding
Resolutions Adopted at the 63rd Ordinary General Meeting of Shareholders of
Advantest Corporation (the "Company"). The Company provides this translation for
your reference and convenience only and without any warranty as to its accuracy
or otherwise.)
June 28, 2005
To Our Shareholders
Toshio Maruyama
President and CEO
ADVANTEST CORPORATION
32-1, Asahi-cho 1-chome,
Nerima-ku, Tokyo
NOTICE REGARDING RESOLUTIONS ADOPTED AT
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THE 63rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
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Dear Sirs and Madams:
Notice is hereby given that the following matters were presented and
resolved at the 63rd ordinary general meeting of shareholders of ADVANTEST
CORPORATION (the "Company") that took place today.
Matters reported:
Item No.1: Matters concerning the business report, consolidated
balance sheets, consolidated statements of income,
balance sheets, and statements of income for the 63rd
Fiscal Year (from April 1, 2004 to March 31, 2005);
A presentation on the above documents was given to the shareholders.
Item No.2: Matters concerning the acquisition of treasury shares
by the Board resolution pursuant to the provisions of
the Articles of Incorporation;
A presentation on the above acquisition was given to the shareholders.
Item No.3: Matters concerning the audit of the Company's
consolidated statements by an independent auditor and
the Board of Corporate Auditors
A presentation on the audit results was given to the shareholders.
Matters resolved:
Agenda Item No.1: Approval of the proposed appropriation of retained
earnings for the 63rd fiscal year
The shareholders resolved to approve, as originally proposed, to distribute a
dividend of JPY25 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.
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(Changes are underlined.)
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Before Amendment After Amendment
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Article 4. (Method of Public Notice) Article 4. (Method of Public Notice)
Public notices of the Company shall be The Company makes public notice by
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given on the Nikkei issued in Tokyo. electronic means; provided that it may do so in
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the Nikkei, in the event that the Company unable
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to make electronic announcements due to
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unforeseen circumstances or other unavoidable
and valid reasons.
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A public notice is posted on the Advantest website
(http://www.advantest.co.jp/investors/).
Agenda Item No. 3: Election of seven directors
The shareholders resolved to approve, as originally proposed, the
re-election of Hiroshi Oura,
Shimpei Takeshita, Toshio Maruyama, Junji Nishiura, Hiroji Agata, Hitoshi
Owada and Takashi Tokuno, each of whom have since assumed office.
Agenda Item No. 4: Election of one corporate auditor
The shareholders resolved to approve, as originally proposed, the election of
Naoyuki Akikusa,
who has since assumed office.
Naoyuki Akikusa is an outside corporate auditor required under Article 18,
Section 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 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.
Agenda Item No. 6: Payment of retirement bonuses to a retiring director
The shareholders resolved to approve, as originally proposed, the payment of
retirement bonuses to a retiring director, Mr. Kiyoshi Miyasaka, in
accordance with standards established by the Company and in amounts deemed
reasonable, and the delegation of the determination to the Board of Directors
of the details of such retirement bonuses, including the amounts, times and
methods of payment.
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The following has been decided by resolution at the special meeting of the board
subsequent to the shareholders' meeting and at the election by the auditors:
[Board of Directors and Corporate Auditors]
Shimpei Takeshita, Chairman of the Board (promoted)
Toshio Maruyama, Representative Board Director
Hiroshi Oura, Board Director and Senior Executive Advisor
Junji Nishiura, Board Director
Hiroji Agata, Board Director
Hitoshi Owada, Board Director
Takashi Tokuno, Board Director
Noboru Yamaguchi, Standing Corporate Auditor
Tadahiko Hirano, Standing Corporate Auditor
Naoyuki Akikusa, Corporate Auditor (newly elected)
Takashi Takaya, Corporate Auditor
[Executive Officers]
Toshio Maruyama, President and CEO
Junji Nishiura, Senior Executive Officer
Hiroji Agata, Senior Executive Officer
Hitoshi Owada, Managing Executive Officer
Takashi Tokuno, Managing Executive Officer
Kenichi Mitsuoka, Managing Executive Officer
Yuri Morita, Managing Executive Officer
Jiro Kato, Managing Executive Officer
Takao Tadokoro, Managing Executive Officer (promoted)
Hiroyasu Sawai, Managing Executive Officer (promoted)
Hiroshi Tsukahara, Managing Executive Officer (promoted)
Masao Shimizu, Executive Officer
Masao Araki, Executive Officer
Yuichi Kurita, Executive Officer
Yoshiro Yagi, Executive Officer
Hideaki Imada, Executive Officer
Shinichiro Umeda, Executive Officer
Akira Hatakeyama, Executive Officer (newly elected)
Yasuhiro Kawata, Executive Officer (newly elected)
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Takashi Sugiura, Executive Officer (newly elected)
Shinichiro Kuroe, Executive Officer (newly elected)
With the introduction of the consolidated financial statements at this
meeting, in order to gain further understanding regarding the group, we have
combined the fiscal year report that was previously attached to the convocation
notice and the business reports previously distributed following the ordinary
general shareholders' meeting. Furthermore, please be advised that the report
for the 63rd fiscal year will only be sent to those shareholders with less than
one trading unit of shares.
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o The payment of dividends for the 63rd Fiscal Year
Dividends for the 63rd Fiscal Year can be received by presenting the
enclosed Notice of Postal Transfer at a nearby post office during the
payment period (from June 29, 2005 to July 29, 2005).
Shareholders who have elected to use bank transfer will find enclosed
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.
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