BW20030620002007 20030620T091412Z UTC
( BW)(UFJ-HOLDINGS-INC)(UFJ) Notice of AGM
Business Editors
UK REGULATORY NEWS
TOKYO--(BUSINESS WIRE)--June 20, 2003--
CONVOCATION NOTICE OF THE 2nd ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Sirs and Madams:
We are pleased to advise you that the 2nd Ordinary General Meeting of
Shareholders will be held at the Tokyo Headquarters of UFJ Holdings,
Inc. (the "Company"), at 1-1, Otemachi 1-chome, Chiyoda-ku, Tokyo, at
10:00 a.m. on Wednesday, June 26, 2003 to act on the matters listed
below. Your attendance is respectfully requested.
If you will not be able to attend the meeting, you may exercise your
voting right by June 25, 2003 by using either of the following
methods.
(Voting by Postal Mail)
Please indicate your intention to vote "for" or "against" the motions
in, and affix your seal to, the voting instruction form enclosed
herewith and send that form to us.
(Voting by Internet)
Please access the site for the exercise of voting rights
(http://www.koushi.ufjtrustbank.co.jp/) from your personal computer,
follow the instructions displayed on the screen and enter your
intention to vote "for" or "against". When voting your right by the
Internet, please review the notice on voting by the Internet on the
relevant page.
(When attending the meeting on the said date, please submit the voting
instruction form enclosed herewith to the reception of the meeting
place.)
Agenda
Matters to be reported
Business Report, Balance Sheets and Statements of Operations for the
2nd fiscal year (from April 1, 2002 to March 31, 2003)
Matters to be resolved:
Agenda Item No. 1: Approval of the Proposed Appropriation of Retained
Earnings for the 2nd fiscal year
Agenda Item No. 2: Purchase of the Company's Own Shares
Outlines of the agenda item are as set forth in "Referential Documents
with respect to Exercise of the Voting Rights" below.
Agenda Item No. 3: Partial amendment to the Articles of Incorporation
Outlines of the agenda item are as set forth in "Referential Documents
with respect to Exercise of the Voting Rights" below.
Agenda Item No. 4: Election of eight (8) Directors
Agenda Item No. 5: Election of one (1) Statutory Auditor
Financial statements and certified copy of auditor's report, which
should be attached to the convocation notice, are shown on the
attached "Business Report for the 2nd Fiscal Year".
Please note that this translation is only an excerpt of an English
translation of original Japanese.
Referential Documents with respect to Exercise of the Voting Rights
Total Number of Voting Rights: 4,993,538
2. Agenda Item and Referential Matters
Agenda Item No. 1: Approval of the proposed appropriation of retained
earnings for the 2nd fiscal year
During the fiscal year ended March 31, 2003, the Company posted a net
loss in a consolidated basis due to the fact that the bank
subsidiaries of the Company accelerated unwinding cross shareholdings
and increased reserve through adoption of DCF (Discounted Cash Flow)
methods regarding reserve for some problem loans to improve their
financial positions and reduce financial risks.
As severe economic environment is expected to continue, the decision
will be made to suspend the common stock dividend for the fiscal year
ended March 31, 2003. From the viewpoint of preserving a sound and
stable financial position of the UFJ Group, the Company recognized the
needs to retain a sufficient amount of capital.
As for preferred stock dividend for this period, we will pay
prescribed amount per share for each preferred stock.
Agenda Item No. 2: Repurchase of Own Shares
(Reason for repurchase and substance of the agenda item)
This agenda is to propose that the Company shall repurchase its shares
pursuant to Article 210 of the Commercial Code, in order to implement
flexible capital strategies, between the time of the closing of the
present Ordinary General Meeting of Shareholders and the time of the
closing of the next Ordinary General Meeting of Shareholders, up to
300,000 shares of the Company at a total acquisition cost of up to JPY
50,000,000,000.
Agenda Item No. 3: Partial amendment to the Articles of Incorporation
(Reason for amendment and substance of the agenda item)
In keeping with the Law on the Partial Revision of the Commercial Code
and the Law for Special Exceptions to the Commercial Code concerning
Audits, etc. of Kabushiki Kaisha (Corporations)(Law No.149, 2001), the
term of office of corporate auditors was extended and necessary
amendments will be made.
In keeping with the Law on the Partial Revision of the Commercial Code
(Law No.44, 2002) that permitted the introduction of additional
purchase system of fractional shares, the necessary amendments will be
made.
A provision for the handling of lost stock certificate registration
will be made and a provision that the quorum for special resolutions
of the General Meeting of Shareholders shall be at least one-third of
the total voting rights will be newly established.
In accordance with the conversion of preferred shares to common stock,
the necessary amendments will be made.
The proposed amendments are as follows
CHAPTER II SHARES
Article 5. (Total Number of Shares)
The total number of shares authorized to be issued by the Company
shall be 20,246,720 shares, the details of which shall be as set forth
below; provided, however, that in case cancellation of ordinary shares
or cancellation or conversion of preferred shares into ordinary shares
is made, the number of shares authorized to be issued shall be reduced
by the number of shares so cancelled or converted:
Ordinary shares: 18,000,000 shares
Class I preferred shares: 17,571 shares
Class II preferred shares: 200,000 shares
Class III preferred shares: 49,149 shares
Class IV preferred shares: 150,000 shares
Class V preferred shares: 150,000 shares
Class VI preferred shares: 80,000 shares
Class VII preferred shares: 200,000 shares
Class VIII preferred shares: 700,000 shares
Class IX preferred shares: 700,000 shares
The total number of shares authorized to be issued by the Company
shall be 20,156,579 shares, the details of which shall be as set forth
below; provided, however, that in case cancellation of ordinary shares
or cancellation or conversion of preferred shares into ordinary shares
is made, the number of shares authorized to be issued shall be reduced
by the number of shares so cancelled or converted:
Ordinary shares: 18,000,000 shares
Class I preferred shares: 14,069 shares
Class II preferred shares: 200,000 shares
Class III preferred shares: 33,487 shares
Class IV preferred shares: 150,000 shares
Class V preferred shares: 150,000 shares
Class VI preferred shares: 9,023 shares
Class VII preferred shares: 200,000 shares
Class VIII preferred shares: 700,000 shares
Class IX preferred shares: 700,000 shares
A necessary amendment due to conversion of Class I, Class III and
Class VI preferred shares to the common shares.
Article 8. (Purchase by a Holder of Additional Fractional Shares)
Article 8.Deleted.
A holder of fractional shares may, pursuant to the Share Handling
Regulations, request the Company to sell to the holder such amount of
fractional shares which will, when added together with the fractional
shares then hold by such holder, constitute one full unit of share.
A necessary amendment due to the introduction of additional purchase
system of fractional shares in keeping with the Law on the Partial
Revision of the Commercial Code.
Article 9. (Transfer Agent)
1. The Company shall appoint a transfer agent with respect to shares and fractional shares.
2. The transfer agent and its handling office shall be designated by a
resolution of the Board of Directors and public notice shall be given
with respect thereto.
3. The register of shareholders (including the register of beneficial
shareholders; hereinafter the same shall apply) and the register of
holders of fractional shares of the Company shall be kept at the
handling office of the transfer agent, and registration of transfer of
shares, entry in the register of holders of fractional shares,
purchase of fractional shares and other operations relating to shares
and fractional shares shall be handled by the transfer agent and shall
not be handled by the Company.
1. (Same as at the present)
2. (Same as at the present)
3. The register of shareholders (including the register of beneficial
shareholders; hereinafter the same shall apply), the register of
holders of fractional shares and the register of lost share
certificates of the Company shall be kept at the handling office of
the transfer agent, and registration of transfer of shares, entry or
recording in the register of holders of fractional shares, purchase by
the Company of fractional shares and purchase by a holder of
additional fractional shares and other operations relating to shares
and fractional shares shall be handled by the transfer agent and shall
not be handled by the Company.
A necessary amendment due to the establishment of lost stock
certificate registration and the introduction of additional purchase
system of fractional shares in keeping with the Law on the Partial
Revision of the Commercial Code.
Article 10. (Share Handling Regulations)
Denominations of share certificates of the Company, registration of
transfer of shares, entry in the register of holders of fractional
shares, purchase of fractional shares, and other operations relating
to shares and fractional shares and handling fees therefor shall be
governed by the Share Handling Regulations prescribed by the Board of
Directors, in addition to laws and regulations and these Articles of
Incorporation.
Denominations of share certificates of the Company, registration of
transfer of shares, entry or recording in the register of holders of
fractional shares, purchase by the Company of fractional shares and
purchase by a holder of additional fractional shares, and other
operations relating to shares and fractional shares and handling fees
therefor shall be governed by the Share Handling Regulations
prescribed by the Board of Directors, in addition to laws and
regulations and these Articles of Incorporation.
A necessary amendment due to the introduction of additional purchase
system of fractional shares.
CHAPTER IV
GENERAL MEETINGS OF SHAREHOLDERS
Article 23. (Method of Adopting Resolutions)
Unless otherwise provided for by laws or regulations or these Articles
of Incorporation, resolutions of a general meeting of shareholders
shall be adopted by an affirmative vote of a majority of the
shareholders present thereat.
1. (Same as at the present)
2. Special resolutions to be adopted pursuant to Article 343 of the
Commercial Code shall be adopted by not less than two-thirds (2/3) of
the votes held by the shareholders present who hold in the aggregate
not less than one-third (1/3) of the total number of voting rights of
all shareholders.
A necessary amendment due to the reduction of the quorum requirement
for special resolutions of the General Meeting of Shareholders to at
least one-third of the total voting rights in keeping with the Law on
the Partial Revision of the Commercial Code
CHAPTER VI
CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS
Article 35. (Term of Office)
The term of office of corporate auditors shall expire at the closing
of the ordinary general meeting of shareholders concerning the last
fiscal term within three (3) years after their assumption of office.
The term of office of corporate auditors shall expire at the closing
of the ordinary general meeting of shareholders concerning the last
fiscal term within four (4) years after their assumption of office.
A necessary amendment due to the extension of the term of office of
corporate auditors in keeping with the Law on the Partial Revision of
the Commercial Code.
Agenda Item No. 4: Election of eight (8) Directors
At the time of the closing of this General Meeting of Shareholders,
the terms of all eight (8) directors will expire. It is proposed that
eight (8) directors be elected.
The candidates for Directors are as follows.
Mr. Iwao Isomura, Mr. Makoto Utsumi, Mr. Hiroshi Hamada and Mr.
Shosaku Yasui meet requirements for outside Directors prescribed by
Article 188, Paragraph 2, Item 7-2 of the Commercial Code.
Name (Date of Birth) Current Position, (Current Position in other
company), Number of shares of the Company owned by the candidate
Iwao Isomura (December 21, 1932) Director, (Vice Chairman, TOYOTA MOTOR Corporation), 0
Makoto Utsumi (May 17, 1934) Director, (President, JAPAN CENTER FOR
INTERNATIONAL FINANCE), 0
Hiroshi Hamada (April 28, 1933) Director, (Chairman and CEO, RICOH COMPANY, LTD.), 0
Shosaku Yasui (January 16, 1935) Director, (Chairman, TEIJIN LIMITED), 24
Takeshi Sugihara (August 12, 1944) President and CEO, 23
Toshihide Mizuno (April 19, 1950) Director and Senior Executive Officer, 14
Masashi Teranishi (February 6, 1947) Director, (President and CEO, UFJ Bank Limited), 29
Yasukuni Doi (August 24, 1943) Director, (President, UFJ Trust Bank Limited), 23
Agenda Item No. 5: Election of one (1) Statutory Auditor
At the time of the closing of this General Meeting of Shareholders,
among the Statutory Auditors, Mr. Akio Imanishi will resign and it is
proposed that you elect one Auditor. The Board of Corporate Auditors
has given prior accord to submission of this proposal.
Name (Date of Birth) Current Position, Number of shares of the Company
owned by the candidate
Masateru Nakamura (May 3, 1950), Manager, Global Banking & Trading
Division Planning & Administration Department, 3
Short Name: UFJ Holdings Inc.
Category Code: NOA
Sequence Number: 00006205
Time of Receipt (offset from UTC): 20030620T100516+0100
--30--mh/uk*
CONTACT: UFJ Holdings Inc.
KEYWORD: JAPAN UNITED KINGDOM INTERNATIONAL ASIA PACIFIC EUROPE
INDUSTRY KEYWORD: BANKING
SOURCE: UFJ Holdings Inc.
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