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MINUTES OF MEETING OF BOARD OF DIRECTORS MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Application for Subscription of Offered Shares Certificate on Appropriation of Capital Amount |
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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. 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.
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.
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:Issuance of Offered Shares
The Chairman proposed the issuance of offered shares in accordance with the following particulars:
Matters to be Resolved for Issuance of Offered Shares
The sole shareholder agreed to dispensing with the stipulated notice period under Article 202, Paragraph 4 of the Company Law.
After discussion, the sole shareholder approved the issuance of the offered shares 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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Application for Subscription of Offered Shares
To: K.K.
We hereby apply for subscription of the above-mentioned shares understanding the Articles of Incorporation of your company and the matters stated in this application.
, 2008
Applicant for Subscription of Shares
Address:
Name:
Attorney-in-Fact for Applicant
Address:
Name:
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Certificate on Appropriation of Capital Amount
I hereby certify that the amount of capital, yen, was calculated in accordance with the provisions of Article 445 of the Company Law and Article 37 of the Company Calculation Regulations. Date: , 2008
, Tokyo K.K. Representative Director:
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