(The following is an unofficial English translation of the Convocation Notice of
the 65th 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.)
(Stock Code Number: 6857, TSE first section)
June 1, 2007
To Our Shareholders
Toshio Maruyama
Representative Board Director
President and CEO
ADVANTEST CORPORATION
32-1, Asahi-cho 1-chome,
Nerima-ku, Tokyo
CONVOCATION NOTICE OF
---------------------
THE 65th ORDINARY GENERAL MEETING OF SHAREHOLDERS
-------------------------------------------------
Dear Shareholders:
Notice is hereby given that the 65th ordinary general meeting of
shareholders of ADVANTEST CORPORATION (the "Company") will be held as set forth
below. Your attendance thereat is respectfully requested.
If you are not able to attend the meeting, we request that you exercise
your voting rights in one of the following ways by 5:00 p.m. of June 26, 2007
(Tuesday) after carefully reading the reference documents as set forth below.
(Exercise of voting rights in writing by submitting the enclosed voting right
exercise form)
Please indicate your intention to vote "for" or "against" each agenda item
in the enclosed voting right exercise form, then send the said form to us by the
time limit set forth above.
(Exercise of voting rights by way of electro-magnetic method (via the Internet,
etc.))
Please access the website for casting votes (http://www.e-tosyodai.com) and
indicate your intention to vote "for" or "against" each agenda item by following
the on-screen instructions by the time limit set forth above. For details,
please refer to "Instructions for the Exercise of Voting Rights via the
Internet, etc." as set forth on page 12.
1. Date and time: June 27, 2007 (Wednesday) at 10:00 a.m.
2. Place: Main Conference Room of Advantest Corporation
32-1, Asahi-cho 1-chome, Nerima-ku, Tokyo
3. Subject matters of the general meeting of shareholders:
Matters to be reported:
Item No.1: Matters concerning the business report,
consolidated financial statements and financial
statements for the 65th Fiscal Year (from April 1,
2006 to March 31, 2007);
Item No.2: Matters concerning the results of audit of the
Company's consolidated financial statements by an
independent auditor and the Board of Corporate
Auditors
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Matters to be resolved:
Agenda Item No. 1: Distribution of the surplus
Agenda Item No. 2: Payment of bonuses to directors and
corporate auditors
Agenda Item No. 3: Election of nine directors
Agenda Item No. 4: Election of three corporate auditors
Agenda Item No. 5: Revision of the amount of remuneration
to directors and corporate auditors
Agenda Item No. 6: Issuance of the stock acquisition rights
as stock options
4. Matters decided with respect to the convocation
(1) If the voting right is exercised by way of both voting right exercise
form and electro-magnetic method, the exercise of voting right by way
of electro-magnetic method shall be deemed valid.
(2) If the voting right is exercised by way of electro-magnetic method
multiple times, the last exercise of voting right shall be deemed
valid.
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When you arrive at the meeting, please submit the enclosed voting right
exercise form to the reception desk at the site of the meeting.
Amendments to the reference documents for the general meeting of
shareholders and/or attached materials, if any, will appear on the Company's
website (http://www.advantest.co.jp).
We cordially invite you to attend a reception to be held after the meeting
for shareholders and management members of the Company.
For shareholders who will be unable to attend the meeting on the date it is
held, we expect to provide voice streaming of the actual meeting (solely with
respect to the portion concerning matters to be reported) on the Company's
website beginning on the day of the meeting.
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Reference Documents for the general meeting of shareholders
-----------------------------------------------------------
Agenda Items and Reference Matters:
Agenda Item No. 1: Distribution of the surplus
Based on the premise that long-term and continued growth in corporate value
is fundamental to the creation of shareholder value, the Company deems the
consistent distribution of profits to be the most important management priority.
Accordingly, the Company engages in active distribution of profits based on
business performance.
With respect to the distribution of the surplus, the Company makes payout
decisions after taking into consideration business performance, financial
conditions, as well as the need for strategic investment for mid- to long-term
business development. While aiming to make consistent distributions, because of
the fluctuation of the market in which it operates, the Company makes dividend
payouts following a target payout ratio of 20% or more.
Pursuant to the above profit distribution policy, the Company proposes to
distribute a year end dividend for the fiscal year 2006 as follows:
1. Matters related to the disbursement of distributable assets to shareholders
and the aggregate amount thereof
(Y)32.50 per one common stock of the Company
Aggregate amount of distribution: (Y)6,098,634,263
2. Effective date of the distribution of the surplus
June 28, 2007
With this distribution, the total dividend per share for the fiscal year,
including the interim dividend of (Y)35 per share, will be (Y)67.50. The Company
made a one to two stock split to shares of its common stock in October 2006.
Accordingly, the year end dividend per share prior to the stock split is valued
at (Y)65, and the aggregate amount of the dividend per share is valued at
(Y)100, an increase in dividend payout of (Y)30 as compared to the previous
fiscal year.
Agenda Item No. 2: Payment of bonuses to directors and corporate auditors
The Company proposes that, in view of its business results for the fiscal
year 2006, it will pay bonuses in the aggregate amount of (Y)202 million to its
directors and corporate auditors who held such positions as of the end of the
fiscal year 2006. (Y)180 million will be paid as bonuses to its nine directors
(including two outside directors) and (Y)22 million as bonuses to its four
corporate auditors.
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Agenda Item No. 3: Election of nine directors
Upon the closing of this ordinary general meeting of shareholders, all nine
of the directors will conclude their terms of offices as directors. At this
time, we request that you elect nine new directors.
The profile of the candidates for directors is set forth below.
- ------------------------------------------------------------------------------------------------------------------------
Number of the
Name Brief personal history; position and assignment in the Company's
(Date of Birth) Company; and representatives of other organizations, if any shares owned
- ------------------------------------------------------------------------------------------------------------------------
March 1964 Joined Advantest Corporation
June 1985 Director
1 Shimpei Takeshita December 1990 Managing Director
(July 14, 1940) June 1995 Senior Managing Director
June 1997 Representative Board Director and
Vice President 46,500
June 2001 Vice Chairman of the Board
June 2005 Chairman of the Board (present position)
(Representatives of other organizations)
Chairman of Japan Electric Measuring Instruments
Manufacturers' Association
- ------------------------------------------------------------------------------------------------------------------------
April 1973 Joined Advantest Corporation
June 1989 Director
June 1995 Managing Director
2 Toshio Maruyama June 1999 Senior Managing Director
(April 17, 1948) June 2001 Representative Board Director and 6,638
President
June 2003 Representative Board Director, President
and COO
June 2005 Representative Board Director, President
and CEO (present position)
- ------------------------------------------------------------------------------------------------------------------------
April 1961 Joined Fuji Communication Apparatus Mfg.
Co., Ltd. (currently Fujitsu Limited)
June 1988 Director of Fujitsu Limited
June 1991 Managing Director of Fujitsu Limited
June 1992 Senior Managing Director of Fujitsu
Limited
3 Naoyuki Akikusa June 1998 Representative Board Director and
(December 12, 1938) President of Fujitsu Limited
June 2003 Representative Board Director and 0
Chairman of Fujitsu Limited (present
position)
June 2005 Corporate Auditor of Advantest Corporation
June 2006 Director of Advantest Corporation (present
position)
(Representatives of other organizations)
Chairman of Japan Electronics and Information Technology
Industries Association
- ------------------------------------------------------------------------------------------------------------------------
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Number of the
Name Brief personal history; position and assignment in the Company's
(Date of Birth) Company; and representatives of other organizations, if any shares owned
- ------------------------------------------------------------------------------------------------------------------------
April 1972 Assistant Judge, Tokyo District Court
April 1982 Judge, Tokyo District Court
April 1998 Instructor, Legal Training and Research
Institute
4 Yasushige Hagio December 2003 Chief of Shizuoka District Court 0
(November 24, 1947) June 2004 Registered as Attorney-at-Law
June 2004 Joined Seiwa Patent Office and Law
(present position)
June 2006 Director of Advantest Corporation (present
position)
- ------------------------------------------------------------------------------------------------------------------------
July 1970 Joined Advantest Corporation
June 1993 Director
5 Junji Nishiura June 1997 Managing Director
(November 5, 1945) June 2001 Senior Managing Director 8,836
June 2003 Director, Senior Executive Officer,
Technology and Production (present
position)
- ------------------------------------------------------------------------------------------------------------------------
September 1972 Joined Advantest Corporation
June 1993 Director
6 Hiroji Agata June 1999 Managing Director 5,446
(December 2, 1946) June 2003 Director, Senior Executive Officer, Sales
and Marketing (present position)
- ------------------------------------------------------------------------------------------------------------------------
April 1971 Joined Advantest Corporation
June 1996 Director
7 Takashi Tokuno June 2000 Managing Director
(October 9, 1948) June 2003 Managing Executive Officer 5,772
June 2004 Director, Managing Executive Officer
June 2006 Director, Senior Executive Officer, Product
(present position)
- ------------------------------------------------------------------------------------------------------------------------
April 1974 Joined Advantest Corporation
June 2001 Director
8 Hiroshi Tsukahara June 2003 Executive Officer
(August 26, 1950) June 2005 Managing Executive Officer (present
position) 3,200
June 2006 Senior Vice President, the 1st Test System
Business Group (present position)
- ------------------------------------------------------------------------------------------------------------------------
April 1973 Joined Fujitsu Limited
9 Yuichi Kurita March 2001 Joined Advantest Corporation
(July 28, 1949) June 2003 Executive Officer (present position) 400
June 2005 Senior Vice President, Corporate Planning
Group (present position)
- ------------------------------------------------------------------------------------------------------------------------
Note:
1: These candidates do not have any special interest in the Company.
2: Messrs. Naoyuki Akikusa and Yasushige Hagio are candidates for outside
directors within the meaning of Article 2, Paragraph 3, Item 7 of the
Ordinance for Enforcement of the Company Law.
3: The Company selected Mr. Naoyuki Akikusa as a candidate, because of his
experience in company management, broad insight and deep knowledge of the
semiconductor related industry, and the Company believes that he will
contribute greatly to its management as an outside director.
The Company selected Mr. Yasushige Hagio as a candidate, because of his
considerable experience and knowledge as a legal specialist, and the
Company believes that he will contribute greatly to its management as an
outside director.
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4: Although Mr. Yasushige Hagio has not been directly involved in managing a
company in the past, because he has been engaged in legal practice as a
judge and an attorney-at-law for an extensive period, the Company believes
that he will be able to adequately perform his duties as an outside
director.
5: Messrs. Naoyuki Akikusa and Yasushige Hagio have served as outside
directors of the Company for one year.
6: The Company has entered into an agreement with each of Messrs. Naoyuki
Akikusa and Yasushige Hagio, limiting their liabilities as defined in
Article 423, Item 1 of the Company Law. The upper limit of liability based
on this agreement is the minimum liability as provided in the relevant laws
and ordinances.
Agenda Item No. 4: Election of three corporate auditors
As Messrs. Tadahiko Hirano and Takashi Takaya will conclude their terms of
offices as corporate auditors and Mr. Noboru Yamaguchi, corporate auditor, will
resign as of the close of this general meeting of shareholders, we request that
you elect three corporate auditors. The term of office of Mr. Takashi Takaya who
will be elected as successor to Mr. Yamaguchi, shall be until the close of the
66th ordinary general meeting of shareholders to be held in 2008 which is the
remaining term of his predecessor, pursuant to the provisions of the Articles of
Incorporation.
We have obtained the consent of the Board of Corporate Auditors with
respect to this agenda item.
The profile of the candidates for corporate auditors is set forth below.
- ------------------------------------------------------------------------------------------------------------------------
Number of the
Name Brief personal history; position and assignment in the Company's
(Date of Birth) Company; and representatives of other organizations, if any shares owned
- ------------------------------------------------------------------------------------------------------------------------
April 1965 Joined Fuji Communication Apparatus Mfg.
Co., Ltd. (currently Fujitsu Limited)
June 1995 Director of Fujitsu Limited
1 Takashi Takaya June 1999 Managing Director of Fujitsu Limited
(February 18, 1942) April 2000 Senior Managing Director of Fujitsu
Limited
April 2001 Representative Director and Vice President 100
of Fujitsu Limited
April 2003 Representative Director of Fujitsu Limited
June 2003 Corporate Auditor of Fujitsu Limited
(present position)
Corporate Auditor of Advantest Corporation
(present position)
- ------------------------------------------------------------------------------------------------------------------------
February 1970 Joined Advantest Corporation
June 1997 Director
2 Hitoshi Owada June 2000 Managing Director 3,186
(March 26, 1946) June 2003 Director, Managing Executive Officer,
Corporate Affairs (present position)
- ------------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------------
Number of the
Name Brief personal history; position and assignment in the Company's
(Date of Birth) Company; and representatives of other organizations, if any shares owned
- ------------------------------------------------------------------------------------------------------------------------
April 1966 Joined Nippon Kangyo Bank, Limited
June 1996 Director of Kanematsu Corporation
June 1998 Representative Director and Managing
Director of Kanematsu Corporation
3 Jiro Haneda June 2000 Corporate Auditor of Kanematsu
(October 3, 1943) Electronics Ltd. 0
March 2002 Corporate Auditor of Nippon Office
Systems Ltd.
June 2003 Representative Director and Senior
Managing Director of Kanematsu
Corporation
- ------------------------------------------------------------------------------------------------------------------------
Note
1: These candidates do not have any special interest in the Company.
2: Messrs. Takashi Takaya and Jiro Haneda are candidates for outside corporate
auditors within the meaning of Article 2, Paragraph 3, Item 8 of the
Ordinance for Enforcement of the Company Law.
3: The Company selected Mr. Takashi Takaya as a candidate, because of his
considerable degree of knowledge of financial and accounting matters, and
the Company believes that he is adequate to serve as an outside corporate
auditor.
The Company selected Mr. Jiro Haneda as a candidate, because of his
considerable experience in company management and broad insight, and the
Company believes that he is adequate to serve as an outside corporate
auditor.
4: With respect to the repurchase of shares by Nippon Office Systems Ltd. in
November 2006, at which time Mr. Jiro Haneda was serving as an outside
corporate auditor of such company, it was discovered in February 2007 that
the aggregate purchase price of shares repurchased exceeded the
distributable amount defined under Article 461 of the Company Law. After
the discovery, in March 2007, the company restored the condition to its
state before the repurchase of shares. After the discovery of the fact, Mr.
Haneda requested to the representative director of the company to
reconsider the state of its internal controls and procedures, and
accordingly, the company made changes to its decision-making process, among
others.
5: Mr. Takashi Takaya has been serving as an outside corporate auditor of the
Company for four years.
6: The Company has entered into an agreement with Mr. Takashi Takaya, limiting
his liabilities as defined in Article 423, Item 1 of the Company Law. The
Company plans to enter into a similar agreement with Mr. Jiro Haneda. The
upper limit of liability based on this agreement is the minimum liability
as provided in the relevant laws and ordinances.
7
Agenda Item No. 5: Revision of the amount of remuneration to directors and
corporate auditors
With respect to the amount of compensation to be paid to directors and
corporate auditors of the Company, the resolutions adopted at the 54th and 55th
ordinary general meetings of shareholders held on June 27, 1996 and June 27,
1997, respectively, that no more than 40 million yen to directors and no more
than 6 million yen to corporate auditors shall be paid on a monthly basis,
remain in effect. However, following the enactment of the Company Law and the
amendments to the accounting standards for directors' bonus, the Company
proposes to pay bonuses to directors and corporate auditors, which used to be
paid as a distribution of the net profit, out of the amount set aside for
compensation as set forth above. In addition, after taking into consideration
all circumstances, including the changes of future economic conditions and the
strengthening of the audit system, the Company would like to change its current
use of per month figures to the use of per annum figures in displaying the
amount of compensation. Accordingly, the amount of compensation to be paid to
directors and corporate auditors shall be (Y)615 million per year and (Y)100
million per year.
Currently, there are nine (9) directors (including two outside directors)
and four (4) corporate auditors. If Agenda Items No. 3 and 4 are approved as
proposed, the number of directors and corporate auditors will remain at nine (9)
and four (4), respectively.
Agenda Item No. 6: Issuance of the stock acquisition rights as stock options
Pursuant to Articles 236, 238 and 239 of the Company Law, we request that
you approve the issuance of the stock acquisition rights as stock options to
executive officers and employees of the Company and directors and employees of
its domestic and foreign subsidiaries as described below.
1. Reason for the issuance of the stock acquisition rights on especially
favorable terms
The Company will issue stock acquisition rights as stock options on
especially favorable terms to executive officers and employees of the
Company and to directors and employees of its domestic and foreign
subsidiaries for the purpose of enhancing motivation and morale in order to
improve their performance. In this manner, the Company aims to promote a
management style conscious of enhancing shareholder value and to attract
and retain outstanding personnel.
2. Details of the stock acquisition rights
(1) Persons to whom the stock acquisition rights will be allocated
Executive officers and employees of the Company and directors (excluding
outside directors) and employees of its domestic and foreign subsidiaries,
and foreign subsidiaries of the Company. The foreign subsidiaries will then
allocate the same rights as the stock acquisition rights pursuant to
applicable local laws to directors and employees of other foreign
subsidiaries.
(2) Class and total number of shares to be issued or delivered upon exercise of
the stock acquisition rights
Not exceeding 700,000 shares of common stock of the Company.
The number of shares to be issued or delivered upon exercise of each stock
acquisition right shall be 100 shares, provided, that if the subscription
price per share has been adjusted in accordance with sub-paragraph (5)
below, the number of such shares shall be adjusted according to the
following formula. This adjustment has been made only with respect to stock
acquisition rights that have not yet been exercised as of the time of
adjustment. Any fractional share that arises as a result of an adjustment
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will be rounded down to the nearest whole number of shares.
Number of shares to be issued or Total subscription price
delivered upon exercise of each = ------------------------------
stock acquisition right Subscription price per share
When the number of shares to be issued or delivered upon exercise of each
stock acquisition right has been adjusted, the total number of shares to be
issued or delivered upon exercise of the stock acquisition rights shall be
adjusted to the number obtained by multiplying (i) the number of shares to
be issued or delivered upon exercise of each stock acquisition right after
adjustment by (ii) the number of the stock acquisition rights that have not
yet been exercised as of such adjustment, then adding the number of shares
that have been issued or delivered upon exercise of the stock acquisition
rights. After the adjustment, the total number of shares to be issued or
delivered upon exercise of the stock acquisition rights may exceed 700,000
shares.
(3) Total number of the stock acquisition rights to be issued
Not exceeding 7,000.
(4) Payment to be made as consideration for the stock acquisition rights
No payment is required.
(5) Subscription price to be paid upon exercise of each stock acquisition right
The subscription price to be paid upon exercise of each stock acquisition
right shall be determined by multiplying (i) the subscription price per
share as determined in the following paragraph, by (ii) the number of
shares to be issued or delivered upon exercise of each stock acquisition
right as specified in sub-paragraph (2) above (initially, 100 shares).
The subscription price per share shall be 1.05 times the average closing
price, rounded up to the nearest yen, of the common stock of the Company in
regular trading on the Tokyo Stock Exchange on each day of the month
preceding to the month in which any stock acquisition rights are allocated
(excluding any such day on which there was no trade); provided, however,
that if such amount is less than the closing price of the common stock of
the Company on such day of allocation (or, if there was no trade on such
day of allocation, the closing price on the immediately preceding day on
which there was any trade), the subscription price per share shall be equal
to the closing price on such day of allocation. The Company may determine
the subscription price per share to be the same as that for the first stock
acquisition rights issued based upon this Shareholders' Meeting (if the
subscription price per share for the first stock acquisition right is
adjusted by the method described below, such adjusted subscription price
per share) for any subsequent stock acquisition rights issued.
If, subsequent to the issuance of the stock acquisition rights, the Company
splits or consolidates its common stock, or issues new shares or disposes
of its treasury shares below market price (subject to certain other
exceptions including the issuance or delivery of shares upon exercise of
the stock acquisition rights), the subscription price per share shall be
adjusted according to the formula set forth below, rounded up to the
nearest yen. Furthermore, the subscription price per share may, to the
extent necessary and reasonable, be adjusted in a way deemed appropriate by
the Company, in the case of merger or split of the Company, stock-for-stock
exchange or certain other events. The Company may determine the
subscription price per share for each stock acquisition right issued
pursuant to the resolution of this Shareholders' Meeting after such
adjustment to be the same as the adjusted subscription price per share.
(a) Formula for adjustment in the case of share split or consolidation
1
Subscription price per = Subscription price per x ------------------------------
share after adjustment share before adjustment Ratio of split / consolidation
9
(b) Formula for adjustment in the case of issuance of new shares or
disposition of treasury stock below market price
Number of new Subscription
Outstanding shares to be x price per share
Subscription Subscription number of + issued to be issued
price per = price per x shares ---------------------------------
share after share before Market price per share
adjustment adjustment --------------------------------------------------
Outstanding number of + Number of new shares
shares to be issued
In the above formula, "outstanding number of shares" shall mean the total
number of outstanding shares of the Company after deduction of shares held
by the Company as treasury stock. In the case of disposition of treasury
stock, "number of new shares to be issued" in the above formula shall be
read as "number of treasury shares to be disposed of."
(6) Exercise period of the stock acquisition rights
Between April 1, 2008 and March 31, 2012 (4 years).
(7) Conditions for exercise of the stock acquisition rights
(a) A person to whom the stock acquisition rights have been allocated,
other than foreign subsidiaries of the Company, must be a director,
corporate auditor, executive officer or employee of the Company or its
domestic or foreign subsidiary at the time of exercise, except where
there are any reasons the Company deems justifiable.
(b) The stock acquisition rights may not be inherited.
(c) No stock acquisition right may be exercised in part.
(d) Other terms and conditions will be determined at a meeting of the
Board of Directors to be held subsequent to the Shareholders' Meeting.
(8) The Company's acquisition of the stock acquisition rights
The Company shall automatically acquire the stock acquisition rights, for
no consideration, if:
(a) the general meeting of shareholders resolves to approve (if approval
by the shareholders' meeting is not legally required, then the Board
of Directors may approve) (i) any merger agreement pursuant to which
the Company shall dissolve, (ii) any agreement or a plan pursuant to
which the Company shall split all or part of its business or (iii) any
stock-for-stock exchange agreement or stock-transfer plan pursuant to
which the Company shall become a wholly-owned subsidiary of another
company;
(b) a person to whom the stock acquisition rights have been allocated,
other than foreign subsidiaries of the Company, does not hold the
position of a director, corporate auditor, executive officer, employee
or any other similar position of the Company or its domestic and
foreign subsidiaries, except where there are any reasons the Company
deemed justifiable;
(c) a person to whom the stock acquisition rights have been allocated,
other than foreign subsidiaries of the Company, dies;
(d) a person to whom the stock acquisition rights have been allocated
waives all or part of his/her stock acquisition rights to the Company
in a written form designated by the Company;
(e) a person to whom the stock acquisition rights have been allocated,
other than foreign subsidiaries of the Company, becomes a director,
corporate auditor, executive officer or employee of a company that
competes with the Company, except where such change of position has
approved by the Company;
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(f) a person to whom the stock acquisition rights have been allocated is
in violation of laws and regulations, internal rules or other
regulations of the Company, except where there are any reasons the
Company deems justifiable; and
(g) other events as determined by resolution at a meeting of the Board of
Directors to be held subsequent to the Shareholders' Meeting.
(9) Matters concerning the amount of capital and the additional paid-in capital
increased by the issuance of shares upon exercise of the stock acquisition
rights
(a) The amount of capital increased by the issuance of the shares upon
exercise of the stock acquisition rights shall be the amount equal to
one-half of the maximum limit of capital increase, as calculated in
accordance with Article 40, Paragraph 1 of the Company Accounting
Regulation (kaisha keisan kisoku), and any fraction less than one (1)
yen arising as a result of such calculation shall be rounded up to the
nearest one (1) yen.
(b) The amount of additional paid-in capital increased by the issuance of
the shares upon exercise of the stock acquisition rights shall be the
amount obtained by subtracting the capital to be increased, as
provided in the sub-paragraph (a) above, from the maximum limit of
capital increase, as also provided in the sub-paragraph (a) above.
(10) Restriction on the transfer of the stock acquisition rights
Acquisition of the stock acquisition rights by transfer shall require an
approval by the Board of Directors. Provided, however, if it is the Company
acquiring the stock acquisition rights by transfer, such transfer shall be
deemed to be approved by the Board of Directors.
(11) Other details in respect of the stock acquisition rights will be determined
by resolution at a meeting of the Board of Directors to be held subsequent
to the Shareholders' Meeting.
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(Instructions for the Exercise of Voting Rights via the Internet, etc.)
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If you choose to exercise your voting rights via the Internet, etc., please
read the following instructions before doing so:
(Method to vote via the Internet)
1. Voting rights may be exercised online only by using the following website
designated by the Company (http://www.e-tosyodai.com). It is possible to
access this site through Internet access on a mobile phone.
(Please note that you will need the voting number and dedicated voting
password as indicated on the enclosed voting rights exercise form if you
want to exercise your voting rights on the Internet.)
2. Any connection charges due to Internet service providers and communication
charges due to communication carriers incurred as a result of using the
voting website shall be paid by the shareholder.
Note: The following system environment must be satisfied if you use the voting
website via the Internet by using a mobile phone:
(1) Any one of i-mode, EZweb or Yahoo!Keitai services is available.
(2) The mobile phone must have SSL communication function which enables
cryptographic communication. (i-mode, EZweb and Yahoo!Keitai are trademarks
or registered trademarks of NTT Docomo, KDDI Co., Ltd. and Softbank Mobile
Corp., respectively.)
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Any inquiries relating to the procedures for exercising voting rights online
shall be directed to the following:
Share registration agent: Tokyo Securities Transfer Agent Co., Ltd.
Phone number: 0120-49-7009 (toll-free number)
- --------------------------------------------------------------------------------
[To: Institutional Shareholders]
The Company is a participant in the electronic voting platform operated by ICJ
Inc.
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