Notice of the Resolution of the 151st Ordinary General Meeting of Shareholders

Transcription

1 (Translation) Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. To Our Shareholders Securities Code: 6361 June 24, 2016 Toichi Maeda Director President, Representative EBARA CORPORATION 11-1, Haneda Asahi-cho, Ohta-ku, Tokyo Japan Notice of the Resolution of the 151st Ordinary General Meeting of Shareholders We hereby inform you of the matters reported and resolutions adopted at the 151st Ordinary General Meeting of Shareholders of EBARA CORPORATION held today. Matters reported: 1. The Business Report and the Consolidated Financial Statements for the 151st Fiscal Year (from April 1, 2015, to March 31, 2016) and the Report of the Results of the Audits of the Consolidated Financial Statements by the Independent Auditors and the Audit Committee The contents of the above Business Report and the Consolidated Financial Statements and the Results of the Audits were reported. 2. The Financial Statements for the 151st Fiscal Year (from April 1, 2015, to March 31, 2016) The contents of the above Financial Statements were reported. Matters resolved: Proposal 1: Appropriation of Surplus This item was approved and resolved as originally proposed. It was decided that the year-end dividend is 6.00 per share. Annual dividend will be per share, including the interim dividend of 6.00 (the same amount as the previous year). Proposal 2: Proposal 3: Consolidation of Shares This item was approved and resolved as originally proposed. It was decided to carry out a consolidation of shares at a ratio of five common shares into one share on October 1, 2016 and change the aggregate number of shares authorized to be issued from 1,000,000,000 to 200,000,000. With the approval of the consolidation of shares, the number of shares constituting one unit for the Company s shares will also be changed from 1,000 shares to 100 shares on October 1, Election of Fourteen (14) Directors This item was approved and resolved as originally proposed. Fourteen (14) directors, namely, Natsunosuke Yago, Toichi Maeda, Sakon Uda, Masao Namiki, Shiro Kuniya, Nobuko Matsubara, Hajime Sawabe, Shozo Yamazaki, Izumi Sato, Tetsuji Fujimoto, Manabu Tsujimura, Atsuo Ohi, Masaru Shibuya and Shusuke Tsumura were elected and assumed the office of Director. Seven (7) Directors, Sakon Uda, Masao Namiki, Shiro Kuniya, Nobuko Matsubara, Hajime Sawabe, Shozo Yamazaki, and Izumi Sato, are outside directors as stipulated in Article 2 Item 15 of the Companies Act. 1

2 At the meeting of the Board of Directors held after the closing of the Ordinary General Meeting of Shareholders, s and Representative s were elected as follows, and each assumed office. *President, Representative *Senior Managing *Senior Managing Managing Managing Managing Managing Managing (* Indicate Directors.) Toichi Maeda Manabu Tsujimura Atsuo Ohi Akira Ogata Nobuharu Noji Norio Kimura Masao Asami Akira Ichihara Hisashi Iijima Akihiko Nagamine Toshihiko Miyashita Seiji Katsuoka Akihiro Kida Dividend Payment In accordance with the resolution adopted at the Ordinary General Meeting of Shareholders, the Company shall pay the year-end dividend of 6.00 (tax included) per share. 2

3 Treatment of the Company s Shares Associated with the Consolidation of Shares At the General Meeting of Shareholders, the Company received approval for the consolidation of each five common shares into one share as of October 1, Furthermore, the trading units of the Company s shares will be changed from 1,000 shares to 100 shares as of October 1, 2016 based on a resolution of the Board of Directors approved in the meeting held on May 11, Therefore, the Company s shares shall be treated as follows. Note that shareholders are not required to carry out any special procedures associated with the consolidation of shares. 1. Change of trading units and consolidation of shares The change of trading units refers to a change in the number of shares used as units for voting in the General Meeting of Shareholders and as units for trading on securities exchanges. The trading units of the Company s shares will be changed from 1,000 shares to 100 shares as of October 1, A consolidation of shares refers to combining multiple shares to become a fewer number of shares. The Company will consolidate each five shares into one share. 2. Purpose of the change of trading units and consolidation of shares The Japanese Stock Exchanges Conference has announced the Action Plan for Consolidating Trading Units with the aim of unifying the trading units for common shares of Japanese companies listed on Japanese stock exchanges to 100 shares in order to increase convenience for market users such as investors, and October 1, 2018 as the deadline for this. The Company has decided to change the trading units for the Company s shares from 1,000 to 100 as of October 1, 2016 to follow the intent of this as a company listed on the Tokyo Stock Exchange. The Company has also decided to consolidate each five of the Company s shares into one share for the purpose of adjusting investment units to an appropriate level while taking into account the level deemed desirable by the stock exchange ( 50,000 or more and less than 500,000) and medium- to long-term fluctuations in the share price. 3. Impact on the number of shares and voting right held by shareholders The number of shares held by shareholders after the consolidation of shares will be one fifth of the number of shares held as registered in the final shareholder registry as of September 30, 2016 (fractions of less than one share will be rounded down). The number of voting rights after this takes effect will be one vote per 100 shares held. The number of shares held and the number of voting rights before and after the consolidation of shares and change of trading units will be as follows. 3

4 Before the changes take effect After the changes take effect shares held voting rights shares held voting rights Fractional shares Example 1 2,000 shares shares 4 None Example 2 1,053 shares shares shares Example shares None 100 shares 1 None Example shares None 25 shares None 0.4 shares Example 5 4 shares None None None 0.8 shares If fractions of less than one share (hereinafter referred to as fractional shares ) arise as a result of the consolidation of shares (in cases such as those shown in Examples 2, 4 and 5 above), the Company shall dispose of all fractional shares at once and deliver the proceeds thereof to shareholders in proportion to the fractions attributed to them. The proceeds of disposal of fractional shares are scheduled to be sent in around December Shareholders with fewer than five shares prior to the changes taking effect (cases such as that shown in Example 5 above) will only hold fractional shares and lose their status as shareholders as a result of the consolidation of shares. We ask for your understanding in this matter. 4. Impact on asset value The Company s assets and capital before and after the consolidation of shares remain unchanged, and apart from stock market trends and other factors, there are no changes in the asset value of the Company s shares held by shareholders. The number of the Company s shares held after the consolidation of shares will be one fifth of the previous number, but the amount of net assets per share will be five times the previous amount. Furthermore, the theoretical value of each share will be five times the value prior to consolidation. 5. Dividends received after consolidation of shares The number of shares held by shareholders will be one fifth of the previous number after the consolidation of shares, but after the consolidation of shares takes effect, the Company intends to set the level of dividends per share based on the number of shares after the consolidation of shares. With the exception of other factors such as fluctuations in performance, there will be no change in the total amount of dividends received as a result of the consolidation of shares. However, no dividends will be paid for fractional shares arising as a result of the consolidation of shares. It is possible to prevent the occurrence of fractional shares by purchasing enough shares to complete a trading unit or asking the Company to purchase shares less than a trading unit prior to the consolidation of shares taking effect. Requests for purchasing enough shares to complete a trading unit or asking the Company to purchase shares less than a trading unit may be made through your brokerage. If you do not have a brokerage account, please contact the administrator of register of shareholders below. 4

5 6. Schedule The schedule is as follows. September 27, 2016 Final day of trading using the current trading units (1,000 shares) September 28, 2016 Day of change of the trading units of the Company s shares to 100 shares October 1, 2016 Day on which the change in trading units, consolidation of shares and change of the aggregate number of shares authorized to be issued take effect Early December 2016 Payment of proceeds of disposal of fractional shares Please contact your brokerage or the administrator of register of shareholders below if you have any further questions regarding this matter. Administrator of register of shareholders: Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank, Limited Telephone: (toll free from Japan) Business hours: 9:00 AM to 5:00 PM (excluding weekends and public holidays) (Reference) Partial Amendments to the Articles of Incorporation The Articles of Incorporation will be amended as follows on October 1, 2016 pursuant to the provisions of Article 182, Paragraph 2 and Article 195, Paragraph 1 of the Companies Act. (Before amendment) ARTICLE 1 through ARTICLE 5 [Text omitted] ARTICLE 6 (Aggregate Shares Authorized to be Issued) The aggregate number of shares authorized to be issued by the Company shall be 1,000,000,000 (one billion). ARTICLE 7 ( Shares Constituting One Unit) The number of shares constituting one unit shall be 1,000 (one thousand). ARTICLE 8 through ARTICLE 39 [Text omitted] (After amendment) ARTICLE 1 through ARTICLE 5 [No amendment] ARTICLE 6 (Aggregate Shares Authorized to be Issued) The aggregate number of shares authorized to be issued by the Company shall be 200,000,000 (two hundred million). ARTICLE 7 ( Shares Constituting One Unit) The number of shares constituting one unit shall be 100 (one hundred). ARTICLE 8 through ARTICLE 39 [No amendment] (Amendments are underlined) 5