TIDMTDK
RNS Number : 3396J
TDK Corporation
29 June 2011
[Translation]
Securities Code No. 6762
Attention All Shareholders
June 29, 2011
Takehiro Kamigama
President & Representative Director
TDK Corporation
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo
NOTICE OF RESOLUTIONS OF
THE 115TH ORDINARY GENERAL MEETING OF shareholders
Dear Shareholder:
Thank you for your continued interest in TDK Corporation (the
"Company").
You are hereby notified that the following matters were reported
and resolved at the 115th Ordinary General Meeting of Shareholders
held today.
Details
Matters Reported:
1. Report on the Business Report and the Consolidated Financial
Statements for the 115th Business Year (from April 1, 2010 to March
31, 2011), and Report on the Audit Results of the Consolidated
Financial Statements for the 115th Business Year by the Accounting
Auditor and the Board of Company Auditors;
The contents of the Business Report, the Consolidated Financial
Statements and the Audit Results stated above were reported.
2. Report on the Non-Consolidated Financial Statements for the
115th Business Year (from April 1, 2010 to March 31, 2011);
The contents of the Non-Consolidated Financial Statements stated
above were reported.
Matters Resolved:
First Item: Appropriation of Retained Earnings
This proposal was approved and resolved as originally
proposed.
It was decided that the year-end dividend is Yen40 per share
(including the interim dividend, the annual cash dividend is Yen80
per share).
Second Item: Election of Seven (7) Directors
This proposal was approved and resolved as originally
proposed.
Messrs. Hajime Sawabe, Takehiro Kamigama, Kenichi Mori, Shinichi
Araya, Yukio Yanase and Junji Yoneyama each were re-elected and
re-assumed the office of Director. Mr. Ryoichi Ohno was newly
elected and assumed the office of Director.
Messrs. Kenichi Mori, Yukio Yanase and Ryoichi Ohno are Outside
Directors.
Third Item: Election of Five (5) Company Auditors
This proposal was approved and resolved as originally
proposed.
Messrs. Noboru Hara and Osamu Nakamoto each were re-elected and
re-assumed the office of Company Auditor. Messrs. Osamu Yotsui,
Koichi Masuda and Makoto Sumita each were newly elected and assumed
the office of Company Auditor.
Messrs. Osamu Nakamoto, Koichi Masuda and Makoto Sumita are
Outside Company Auditors.
Fourth Item: Provision of a Bonus to Directors as a Group
This proposal was approved and resolved as originally
proposed.
The Company will pay a bonus in the aggregate amount of
Yen80,310,000 to four (4) Directors of the seven (7) Directors
(i.e., excluding the three (3) Outside Directors).
Fifth Item: Partial Amendment of the Articles of
Incorporation
This proposal was approved and resolved as originally
proposed.
The Company changed the convener and the chairperson of the
Board of Directors meeting to a Director designated in advance by
the Board of Directors. Also, the Company amended the provisions of
the Articles of Incorporation regarding remuneration, etc. of
Directors and Company Auditors to delete and make other relevant
changes to the description regarding retirement benefits to conform
to the provisions of the Companies Act of Japan.
Sixth Item: Truncation and Provision of Retirement Benefits
(Reserved in the Past) to a Director in accordance with the
Abolishment of the Retirement Benefits System
This proposal was approved and resolved as originally
proposed.
The Company will pay Mr. Hajime Sawabe, who reassumed the office
of Director, retirement benefits reserved in the past within the
range of the amount calculated based on the standards prescribed by
the Company.
The Company will pay such retirement benefits to the Director
when he retires. Matters regarding the payment of the benefits,
including the specific amount of the benefits and the method of
payment, will be left to the discretion of the Board of
Directors.
Seventh Item: Provision of Retirement Benefits (Reserved in the
Past) to a Retiring Company Auditor (Abolishment of the Retirement
Benefits System)
This proposal was approved and resolved as originally
proposed.
The Company will pay Mr. Masaaki Miyoshi, who retired as a
Company Auditor, Yen21,600,000 worth of retirement benefits
reserved in the past based on the standards prescribed by the
Company. Matters regarding the payment of the retirement benefits,
including the time and method of payment, will be left to the
discretion of the Company Auditors.
Eighth Item: Provision of Retirement Benefits (Reserved in the
Past) to a Retiring Outside Company Auditor (Abolishment of the
Retirement Benefits System)
This proposal was approved and resolved as originally
proposed.
The Company will pay Mr. Kaoru Matsumoto, who retired as an
Outside Company Auditor, Yen6,000,000 worth of retirement benefits
reserved in the past based on the standards prescribed by the
Company. Matters regarding the payment of the retirement benefits,
including the time and method of payment, will be left to the
discretion of the Company Auditors.
- End -
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