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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

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: Issuance of Offered Shares

 

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: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

 

(1) Number of Offered Shares:    shares of common stock
(2) Matters on Investment in Kind
The amount of the monetary claim of             
against the Company shown in the attached List of Invested Assets:
       yen
(The value of the asset transferred in exchange for one share of the offered share:       yen)
(3) Date of Application:
(4) Date of Payment:
      , 2008
      , 2008
(5) Increase of Capital and Capital Surplus Reserve
Increase of Capital:
Increase of Capital Surplus Reserve:
       yen
       yen
(6) Method of Allotment: By shareholder allotment and     shares shall be allotted to                

            

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

 

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

 

 

  

 

 

Application for Subscription of Offered Shares

 

To:            K.K.

 

(1) Brand Name:             K.K.
(2) Type: Common Stock
(3) Number of shares applied for:     shares
(4) Contents of the asset to be invested and its value:
A claim of       yen of       against            K.K. as shown in the attached List of Invested Assets.(The amount of the asset to be transferred in exchange for one share of the offered shares:             yen.)
(5) The date of the transfer of the asset referred to in above (4):       , 2008

 

 

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:

 

 

 

 

 

 

Certificate on Appropriation of Capital Amount

 

(1)
Price of the asset other than cash invested
       yen
(2)
Amount determined to be deducted from the amount of the capital and the capital reserve to be appropriated
0 yen
(3)
Ratio of shares issued
Number of shares to be issued (__ shares)
Number of shares to be issued (  shares) = 100%
+
Number of own shares to be disposed (0)
(4)
Sum of ((1)?(2)) multiplied by the ratio of issued shares ((3))
((1)-(2)) x (3) =        yen
(5)
Book value of own shares
0 yen
(6)
Maximum amount of increase in capital, etc. ((4)-(5))
       yen
(7)
The maximum amount of increase in capital, etc. to be appropriated to capital
       yen
(8)
The maximum amount of increase in capital, etc. to be appropriated to capital surplus reserve
       yen

 

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: