|Proposal-1. Approval of the proposed appropriation of retained earnings
Management seeks shareholder approval for the proposal concerning appropriation of retained earnings for the fiscal year ended as of the following date in accordance with the business report to be sent to shareholders. Management also proposes the following dividend.
Fiscal year end: March 31, 2003
Dividend per share: 15 yen per share (25 yen per share for the whole fiscal year including interim dividend)
Proposal-2. Partial amendments of Articles of Incorporation
-Amendments due to revision to the Commercial Code
-Addition of an article referring to registration system for shareholders who lost their shares
-Change of tenure of statutory auditors
Due to revision of the Commercial Code, tenure of statutory auditors shall be changed to four years from current tenure of three years. The new tenure will not apply to incumbent statutory auditors.
-Relaxation of quorum requirement for special resolution
Management proposes to relax quorum requirement for special resolutions at general shareholders meetings from more than half to one third or more of issued shares with voting rights. Resolution requirement of two thirds or more of votes cast remains unchanged.
Proposal-3. Election of directors
Management seeks shareholders to approve election of the following number of directors.
Number of directors to be elected: 7
(number of insiders: 5, number of outsiders: 2)
Career records of the independent directors:
Mr. AOKI, Yoshihisa (born on Jan.17 1952)
April 1974 Joined ITOCHU Corporation
April 1997 Deputy General Manager, Life Industrial Management Planning Dept., ditto
Oct. 1998 General Manager, Life Industrial Management Planning Dept., ditto
April 2003 Assistant to Food Company President and General Manager, Food Materials Business Dept. II, ditto (present)
Mr. NAKAO, Yoshiaki (born on August 25 1951)
April 1976 Joined ITOCHU Corporation
July 1992 Sent to ITOCHU International Inc.
April 2000 Manager, Beverage Materials Dept., Beverage Materials Section, ditto
April 2003 Joint General Manager, Food Materials Business Division II, ditto (present)
Proposal-4. Election of statutory auditors
Management seeks shareholders to approve election of the following number of statutory auditors.
Number of statutory auditors to be elected: 2
(number of insiders: nil, number of outsiders: 2)
Career records of the independent statutory auditors:
Mr. SEKI, Tadayuki (born on Dec.7 1949)
April 1973 Joined ITOCHU Corporation
May 1995 Sent to ITOCHU International Inc.
April 1999 Management Strategy Division, ditto
April 2002 CFO, Food Company, ditto (present)
Mr. HASHIKAWA, Shigekuni (born on Jan.8 1941)
March 1965 Joined CANON Inc.
Jan. 1990 Director and General Manager, Business Technology Headquarter, CANON SALES Co., Inc.
March 1999 Standing Statutory Auditor, Canon N.T.C. Inc.
March 2003 retired from Standing Statutory Auditor, ditto (present)
Proposal-5. Appointment of an accounting auditor
Management proposes to appoint the following new accounting auditor.
Name of the current accounting auditor: Shin Nihon & Co.
Name of the new accounting auditor: AZSA & Co.
Reason for the change: Expiration of the tenure of the current accounting auditor
AZSA & Co. (expected as of July 1, 2003)
Main Office: Chiyoda, Tokyo, Japan
Established: Feb.26 2003
Capital: 45,000,000 yen
Partners: 10 including 7 Representative partners
Staff: 270 including 89 CPA and 110 Junior Accountants
Associated with KPMG as a member firm in international business
Proposal-6. Payment of retirement bonus
Management seeks shareholders to approve retirement bonus to a retiring director under the internal rules in order to reward him for his service. The timing of payment and amount of the retirement bonus shall be left to discretion of the board of directors.
(number of insider: 1, number of outsider: nil)