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MINUTES OF MEETING OF BOARD OF DIRECTORS
MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
D E C L A R A T I O N
R E P O R T
N O T I C E

NORISUGI & ASSOCIATES

TOTATE INTERNATIONAL BLDG. 2F
12-19 SHIBUYA 2-CHOME
SHIBUYA-KU, TOKYO 150-0002, JAPAN
PHONE: 81-3-3498-0681 FACSIMILE: 81-3-3498-0680
E-mail:VEE00155@nifty.com

 

 

MINUTES OF MEETING OF BOARD OF DIRECTORS

OF

                 K.K.

 

A meeting of the Board of Directors of                K.K. (hereinafter referred to as the “Company”) was held on               , 2008, at    a.m., at the head office of the Company, located at               , Tokyo, Japan.

Total number of directors:

Number of directors present:

Total number of statutory auditors:

Number of statutory auditors present:

Mr.             , Representative Director and President, took the chair and declared the opening of the meeting in accordance with the provisions of the Articles of Incorporation of the Company.

Item on the Agenda: Convocation of Extraordinary General Meeting of Shareholders

 

The Chairman proposed that an extraordinary general meeting of shareholders be convened as follows; whereupon, after discussion, all directors approved the convocation of the extraordinary general meeting of shareholders as proposed, without any objection:

 

Date and time:             , 2008, at   a.m.
Place:
Head office of the Company
            , Tokyo, Japan
Agenda: Reduction of Capital and Capital Surplus Reserve

 

With the above, all the agenda of the meeting of the Board of Directors have been completed, and the Chairman then declared the meeting closed at   a.m.

 

In order to record the substance of proceedings of the meeting and the results thereof, these minutes have been prepared, and the directors present and the statutory auditor present have affixed their signatures and/or seals hereunto.

 

 

Date:             , 2008

 

              K.K.
 
Chairman of the meeting
Representative Director
& President:
           
Director:  
 
           
Director:  
 
           
Statutory
Auditor:
 
 
           

 

 

 

 

 

 

MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF

               K.K.

 

 

The Extraordinary General Meeting of Shareholders of                K.K. (hereinafter referred to as the “Company”) was held on                , 2008, at   a.m., at the head office of the Company located at                , Tokyo, Japan.

Total number of shareholders:

Total number of issued shares:

Total number of shareholders having voting right:

Total number of voting right of all shareholders:

Number of shareholders present (including proxy):

Number of voting right of shareholders present:

A quorum being present as above, Mr.            , Representative Director and President, took the chair and declared the meeting open for business at the appointed time.

The substance of proceeding of the meeting and the results thereof are as follows:

Agenda No.1:Reduction of Capital and Capital Surplus Reserve

The Chairman explained the item on the Agenda in detail, and proposed to implement the reduction of the capital and capital surplus reserve of the Company in accordance with the particulars set forth below; whereupon, after discussion, the sole shareholder approved the implementation of reduction of the capital and capital surplus reserve as proposed.

 

(1) Amount of capital to be reduced: _____ yen

(2) Amount of capital surplus reserve to be reduced:_____ yen
The effective date of reduction of capital and capital surplus reserve:

____, 2008

 

Agenda No. 2Disposition of Surplus

 

The Chairman explained that the surplus arising out of the reduction of capital and capital surplus reserve under Agenda No. 1 above should be disposed as follows in order to be appropriated to the deficit as of ____, 2007; whereupon, after discussion, the sole shareholder approved the above as proposed.

 

(1)
Amount of surplus to be disposed
________yen, the other capital surplus, shall be appropriated to the other earned surplus which is in deficit.
(2)
Item of surplus to be increased and its amount
Other earned surplus: ________ yen
(3)
Item of surplus to be reduced and its amount
Other capital surplus: ________ yen
(4)
Effective date
The foregoing disposition shall become effective on the effective date of capital and capital surplus reserve reduction referred to in Agenda No.1.

 

With the above, all the agenda of the meeting have been completed, and the Chairman declared the meeting closed at    a.m.

 

In order to record the substance of proceeding of the meeting and the results thereof, these minutes have been prepared, and the Chairman of the meeting, drafter of minutes, the directors present and the statutory auditor present have affixed their signatures and/or seals hereunto.

 

Date:             , 2008

 

              K.K.
 
Chairman of the meeting
Representative Director
& President:
           
Director:  
 
           
Director:  
 
           
Statutory
Auditor:
 
 
           

 

 

  

 

Exhibit 2

 

D E C L A R A T I O N

 

Date:        , 2008

  

                     

                     

Attn:                  

 

 

Dear Sirs,

 

              K.K. (hereinafter referred to as the “Company”) hereby agrees to the acceleration of payment of the claim you have against the Company referred to in Exhibit 1 (List of Invested Assets) attached hereto.

 

 

              K.K.

                     , Tokyo

Representative Director

& President:                

 

 

 

 

 

To: The Tokyo Legal Affairs Bureau, Central Office

 

Date: , 2008

 

REPORT

 

 

Dear Sirs,

 

The Company made a resolution to reduce its capital amount at the general meeting of shareholders held on        ,2008, publicized such fact on the official gazette dated        , 2008, and, on the same date, sent reminders to the known creditors (the creditors listed on the attached “List of Creditors”) using the form of “Reminder” attached hereto. We wish to report that there were no creditors having objection to the above.

 

 

Best regards,

                 

                     

                     , Tokyo

               K.K.

Representative Director:               

 

 

 

 

 

Date:        , 2008

 

TO: Creditors

 

N O T I C E

 

Dear Sirs,

 

The Company decided at its Ordinary General Meeting of Shareholders dated        , 2008 to, (1) reduce the capital amount by yen to        yen and appropriate the total amount of reduction to the capital deficit, and (2) reduce the amount of the capital surplus reserve by        yen to        yen and appropriate the total amount of reduction to the capital deficit. Any creditors who have objection to such decision must notify the Company by        , 2008.

 

Please also note that public notice of the balance sheet shall be made on the Official Gazette dated        , 2008.

 

The foregoing notice is made in accordance with the provisions of the Company Law.

 

Creditors who have no objection to the foregoing are not required to take any action.

 

If you should have any questions, please contact the following person:

Telephone number: 03-xxxx-xxxx

(Mr.        ,               )

              K.K.

                     , Tokyo

Representative Director