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  MINUTES OF MEETING OF BOARD OF DIRECTORSMINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERSD E C L A R A T I O NR E P O R TN O T I C E |
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NORISUGI & ASSOCIATES TOTATE INTERNATIONAL BLDG. 2F
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.
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.
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:
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
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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.
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: 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: (2) Amount of capital surplus reserve to be reduced:
Agenda No. 2
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.
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
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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.
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To: The Tokyo Legal Affairs Bureau, Central Office
Date:
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.
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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:
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