RNS Number:1219M
All Nippon Airways Co Ld
10 June 2003
Convocation Notice for the 58th
Ordinary General Meeting of Shareholders
of
All Nippon Airways Co., Ltd.
to Be Held
June 26, 2003
This is a translation of the original convocation notice written in Japanese.
The financial statements presented in this convocation notice are prepared in
accordance with accounting principles generally accepted in Japan and are
non-consolidated.
June 9, 2003
To Shareholders
Yoji Ohashi
President & Chief Executive Officer
All Nippon Airways Co., Ltd.
5-10, Haneda Airport 3-chome
Ota-ku, Tokyo 141-0041, Japan
Notice of the 58th Ordinary General Meeting of Shareholders
We are pleased to announce that the 58th Ordinary General Meeting of
Shareholders will be held as follows. We would highly appreciate your attendance
at the meeting.
In the event that you will not be able to attend the meeting, you can exercise
your proxy voting rights in writing. To do so, please examine the Supplementary
Information for Exercise of Shareholder Voting Rights enclosed therein together
with this notice, then indicate whether you are FOR or AGAINST each of the
Agenda Items shown on the enclosed Form for Exercise of Shareholder Voting
Rights by placing a check mark in the appropriate box. After this, please sign
the form, or affix your seal, and return the form to the address indicated.
Thank you
Date, Location and Agenda of the Meeting
1. Date of meeting: June 26, 2003 (Thursday), 10:00 AM
2. Location: ANA Hotel Tokyo, Prominence Room;
12-33, Akasaka 1-chome, Minato-ku, Tokyo
3. Objectives:
Matters to be reported:
a. Non-consolidated Balance Sheets as of March 31, 2003;
b. Business Report for the 53rd term (from April 1, 2002 to March 31, 2003)
c. Non-consolidated Statement of Income for the 53rd term
Matters to be resolved:
a. Approval of the Proposal for Appropriation of Loss for the 53rd term
b. Reduction in Earned Surplus Reserve
(Please refer to the Supplementary Information for Exercise of Shareholder
Voting Rights presented on page 10 of this notice.)
c. Changes in certain sections of the Articles of Incorporation
(Please refer to the Supplementary Information for Exercise of Shareholder
Voting Rights presented on pages 11 to 15 of this notice.)
d. Election of 15 Directors of the Company
e. Election of 1 Corporate Auditor of the Company
If you attend the meeting, please show the enclosed Form for Exercise of
Shareholder Voting Rights at the reception desk.
Profit and Loss Statement
April 1, 2002 to March 31, 2003
(Million Yen)
Item Amount
Ordinary profit and loss
Operating profit and loss
Operating income 940,503
Operating expenses
Administrative expenses 776,321
Sales and general administrative expenses 172,440 948,762
Operating loss 8,259
Non-operating profit and loss
Non-operating income
Interest and dividends received 3,158
Other revenues 35,605 38,763
Non-operating expenses
Interest paid 17,262
Other expenses 33,292 50,555
Ordinary loss 20,051
Extraordinary profits and losses
Extraordinary profits
Gain on the sales of subsidiaries' stocks 753
Gain on the sales of investment securities 499
Other gain 2 1,256
Extraordinary losses
Special retirement pay 2,922
Loss on the valuation of subsidiaries' stocks 5,600
Loss on the sale of subsidiaries' stocks 8,119
Loss on the valuation of investment securities 3,338
Loss on the sale of investment securities 762
Provision for bad debts 8,377
Loss on the sales of fixed assets 946
Other loss 1,695 31,764
Net loss before taxes 50,559
Corporation tax, inhabitants' tax and enterprise tax ^354
Deferred taxes ^33,162
Net loss 17,042
Loss carried over from last year 51,541
Unappropriated loss this term 68,583
Notes: Transactions with subsidiaries:
Operating revenues: Y112,280 million
Purchases: Y98,980 million
Non-operating transactions: Y45,619 million
Proposal for Appropriation of Loss
(Yen)
(1) Appropriation of other capital surplus
Other capital surplus 82,600,000,000
Appropriation of other capital surplus
Transfer to earned surplus 51,640,802,120
Other capital surplus carried forward 30,959,197,880
(2) Appropriation of unappropriated loss at end of the year
Unappropriated loss at end of the year 68,583,614,738
This amount will be disposed as follows
Amount of appropriation of loss
Reversal from voluntary reserve
Reversal of special depreciation reserve 4,255,843,174
Reversal of other reserve 1,600,000,000
Reversal of land devaluation reserve 785,969,444
Transfers from other capital surplus 51,640,802,120
Total 58,282,614,738
Unappropriated loss carried forward 10,301,000,000
Report of Independent Auditors
May 9, 2003
To: Board of Directors
All Nippon Airways Co., Ltd.
Shin Nihon & Co.
Masaru Katabuchi, CPA
Representative and Participating Partner
Kazuo Tanimura, CPA
Representative and Participating Partner
Kenzo Oka, CPA
Participating Partner
We have audited the financial documents, which are balance sheets, profit and
loss statements, business report (portions pertaining to accounting matters),
proposal for appropriation of loss, and supplementary schedules (portions
pertaining to accounting matters) for the 53rd accounting period, covering April
1, 2002, through March 31, 2003 of the Company pursuant to Article 2 of the Law
for Special Exceptions to the Commercial Code of Japan Concerning Audit, etc. of
Kabushiki-kaisha. The portions of the business report and supplementary
schedules that we have audited are those items based upon or relevant to the
Company's accounting books and records. The preparation of financial documents
and supplementary schedules is the responsibility of the Company's management.
Our responsibility is to express our opinion on the financial documents and
supplementary schedules from our independent position.
We conducted our audit in accordance with standards, procedures, and practices
generally accepted and applied in Japan. The audit standards require us to
obtain reasonable assurance of whether the financial documents and supplementary
schedules are free of material false statements. The audit is based on a
testing, and includes examination of accounting principles, the way such
principles are applied to, and estimates made by the management, as well as
examining the overall description in the financial documents and supplementary
schedules. We believe that the audit provided us with reasonable basis necessary
for us to express our opinion. These procedures include those audit procedure
applied to the Company's subsidiaries as we considered necessary.
Based on this audit, our Opinion is as follows:
1. The accompanying balance sheets and profit and loss statement present
fairly the assets and the revenues and expenses of the Company in accordance
with relevant laws and the Articles of Incorporation of the Company.
2. The business report (portions pertaining to accounting matters) presents
fairly the condition of the Company in accordance with relevant laws and the
Articles of Incorporation of the Company.
3. The proposal for appropriation of loss is in accordance with relevant laws
and the Articles of Incorporation of the Company.
4. Supplementary schedules (portions pertaining to accounting matters)
contained no items which should be cited under stipulations of the
Commercial Code.
Furthermore, subsequent events described in the business report have material
impacts on the Company's assets and the state of profit and loss of the Company
in the coming fiscal years.
There are no special relationships between or among the Company, SNAC, or its
Participating Partners that should be cited under the stipulations of the
Certified Public Accountants Law.
Report of the Board of Corporate Auditors
We, the Board of Corporate Auditors, received reports from each Corporate
Auditor on the method and results of the audit concerning the performance of the
duties of directors during the 53rd accounting term, covering April 1, 2002, to
March 31, 2003. After due deliberation, the Board of Corporate Auditors prepared
this report as follows:
1. Outline of the auditing methods
In accordance with auditing principles determined by the Board of Corporate
Auditors, each Corporate Auditor attended meetings of the Board of Directors
and other important meetings, received reports on operation of business from
directors and others, examined documents relating to material decisions,
observed the operations and state of assets at the head office and other
major offices, and obtained operating reports from subsidiaries as deemed
necessary. Furthermore, the Corporate Auditors received explanations from
the independent auditors and examined the financial documents and
supplementary schedules thereof.
In addition to the auditing methods mentioned above, the Corporate Auditors,
when necessary, requested reports from Directors on transactions by a
director in competition with the Company, transactions between a director
and the Company in which the director and the Company have a conflict of
interest, any provision of profit by the Company without compensation, any
irregular transactions between the Company and subsidiaries or shareholders,
and acquisition and disposition of treasury shares, and investigated such
transactions in detail.
2. Results of the audit
1. The Board of Corporate Auditors found that the methods and results of
the audit conducted by Shin Nihon & Co., are appropriate.
2. The business report presents fairly the condition of the Company in
accordance with relevant laws and the Articles of Incorporation of the
Company.
3. Concerning the agenda item for the Ordinary General Meeting of
Shareholders pertaining to the Appropriation of the net loss, we have
found no items which should be pointed out in light of the condition of
Company's assets.
4. Supplementary schedules fairly presents items to be disclosed therein
and we have found no items which should be pointed out.
5. There were no material instances where directors engaged in
inappropriate activities or violated laws or the Articles of
Incorporation of the Company in the performance of their duties,
including their duties concerning the subsidiaries of the Company.
Moreover, there were no instances where directors violated their duties
regarding transactions by a director in competition with the Company,
transactions between a director and the Company in which the director
and the Company have a conflict of interest, any provision of profit by
the Company without compensation, any irregular transactions between the
Company and subsidiaries or shareholders, and acquisition and
disposition of treasury shares.
May 14, 2003
Board of Corporate Auditors of All Nippon Airways Co., Ltd.
Kazuhiko Komiya
Corporate Auditor (Standing)
Wataru Kubo
Corporate Auditor (Standing)
Yoshiro Ito
Corporate Auditor
Note:
1. Shigeru Ono, Corporate Auditor, has not affixed his seal since he was
absent from the Board of Corporate Auditors held on May 14, 2003.
2. Corporate Auditors, Yoshiro Ito and Shigeru Ono are external auditors as
provided for in Artricle 18-1 of the Law Concerning Special Measures under
the Commercial Code for Auditors of Incorporated Enterprises.
Supplementary Information for Exercise
of Shareholder Voting Rights
1. Total number of proxy votes of all shareholders 1,508,015
2. Agenda items and supplementary information
Item 1: Approval of the Proposal for Appropriation of Loss for the 53rd term
The content of this item is shown on page 5. During the current fiscal year, the
Company has carried out the "Corporate Strategy Plan" adopted at the beginning
of the year. However, unfortunately, the Company was obliged to report a loss
due to declining passenger yields resulting from the fall in business travel
demand on major domestic routes in the midst of the deflationary trend of the
Japanese economy.
We sincerely regret to announce that the Company will not pay a dividend for
this fiscal year.
However, the Company will dedicate all its strength to the improvement of
profits by conducting further cost reduction measures, etc, in order to ensure
the stable distribution of a dividend to shareholders even under such severe
economic circumstances. Moreover, the Company will appropriate Y58,282,614,738
of the unappropriated net loss for fiscal 2002 of Y68,583,614,738.
Y58,282,614,738 is an aggregate of the following:
full amount of the special depreciation reserve of Y4,255,843,174
full amount of the land devaluation reserve of Y785,969,444
full amount of the other reserve of Y1,600,000,000
Y51,640,802,120 of the other capital surplus
Item 2: Approval of reduction in Earned Surplus Reserve
Following the passage and implementation of the Law Concerning Revision of a
Portion of the Commercial Code and Other Laws (Law No. 79, 2001) on October 1,
2001, the Company proposes to reduce the full amount of earned surplus reserve
of 10,301,000,000 Yen ount to surplus in order to utilize such earned surplus
reserve effectively.
Item 3: Changes in certain sections of the Articles of Incorporation
1. Reasons for the changes
1. Following the passage and implementation of the Law Concerning
Revision of a Portion of the Commercial Code and Other Laws (Law No.
44, 2002) on April 1, 2003, under which "Additional purchase rule of
shares less than trading unitand Registration system of lost
share certificates" were newly established, and "Modification of a
quorum for special resolution of a general meeting of shareholders
in accordance with the Articles of Incorporation" was approved, the
Company proposes to newly establish a provision relating to
"Additional purchase rule of shares less than trading unit" and add
Paragraph 2 to the provision relating to "Proceedings of resolution
at a general meeting of shareholders" and furthermore, amend
to relevant provisions in the existing Articles of
Incorporation and to a part of numbers of articles.
2. Following the implementation of the Law Concerning Revision of a
Portion of the Commercial Code and Exemption of the Commercial Code
concerning Audit Etc. of a Corporation (Law No. 149, 2001) since May
1, 2002, under which the "term of a corporate auditor" has been
extended from 3 years to 4 years, the Company proposes to make a
necessary change. In addition, in accordance with Article 7 of
Supplementary Provisions of the Law, the term of the corporate
auditor who had been appointed in office since before the end of
this Ordinary General Meeting of Shareholders shall be unchanged.
3. The Company proposes to make a necessary change in the location of
the Head Office from Ota-ku, Tokyo to Minato-ku, Tokyo, including a
change in the relevant provision, in order to integrate the Head
Office, Sales Department and major consolidated companies,
strengthen the Group's management system and facilitate the
efficiency of business.
2. Content of the changes
The content of the proposed changes are shown below.
Content of the changes in the Articles of Incorporation (Underlined parts were
changed.)
Prior to changes After proposed changes
CHAPTER I CHAPTER I
GENERAL PROVISIONS GENERAL PROVISIONS
Article 3. (Location of head office) Article 3. (Location of head office)
The head office of the Company shall be located in The head office of the Company shall be located in
Ota-ku, Tokyo. Minato-ku, Tokyo.
CHAPTER II CHAPTER II
SHARES SHARES
(New Item) Article 7. (Adding to holdings of shares below the
Company-Specified Minimum Trading Unit)
A shareholder who holds shares below the
Company-specified minimum trading unit (Shareholders
shall include beneficial owners, this being the case
hereafter) may request the Company to sell shares that
will constitute the minimum trading unit together with
shares which the shareholder is holding in accordance
with the Share Handling Regulations.
Article 8. (Base date)
Article 7. (Base date) All shareholders whose names appear in, or are otherwise
All shareholders (Shareholders shall include the (electronically, etc.) recorded in, the register of
beneficial owners, this being the case hereafter.) whose shareholders (register of shareholders shall include the
names appear in, or are otherwise (electronically, etc.) beneficial owners' list; this being the case hereafter),
recorded in, the register of shareholders (register of including the last entry in the register of
shareholders shall include the beneficial owners' list; shareholders, as of March 31 each year shall be deemed
this being the case hereafter), including the last entry eligible by the Company to exercise their rights of a
in the register of shareholders, as of March 31 each shareholder at the ordinary general meeting of
year shall be deemed eligible by the Company to exercise shareholders.
their rights of a shareholder at the ordinary general In addition to the provisions stipulated in the Articles
meeting of shareholders. of Incorporation, in case of necessity, a prior public
In addition to the provisions stipulated in the Articles notice shall be made by resolution of the Board of
of Incorporation, in case of necessity, a prior public Directors, according to which all shareholders or
notice shall be made by resolution of the Board of registered beneficiaries whose names appear in, or are
Directors, according to which all shareholders or otherwise recorded in, the register of shareholders as
registered beneficiaries whose names appear in, or are at a date specified by the Company shall be deemed to be
otherwise recorded in, the register of shareholders as the shareholders or registered beneficiaries eligible of
at a date specified by the Company shall be deemed to be exercising their rights.
the shareholders or registered beneficiaries eligible of
exercising their rights.
Article 8. remains unchanged. Article 9. remains unchanged.
Prior to changes After proposed changes
Article 9. (Transfer agent) Article 10. (Transfer agent)
The Company shall appoint a transfer agent or agents The Company shall appoint a transfer agent or agents
with respect to its shares. with respect to its shares.
The selection of the transfer agent or agents and its or The selection of the transfer agent or agents and its or
their handling office or offices shall be made by their handling office or offices shall be made by
resolution of the Board of Directors and a public notice resolution of the Board of Directors and a public notice
shall be made thereof. shall be made thereof.
The register of shareholders of the Company shall be The register of shareholders and the register of
maintained at the handling office or offices of the forfeiture of share certificates of the Company shall be
transfer agent or agents, who will handle all business maintained at the handling office or offices of the
of share transfer, purchase of shares that constitute transfer agent or agents, who will handle all business
less than one Company share unit (Tangen-kabu) and other of share transfer, purchase of and adding to holdings of
matters relating to the handling of shares of the shares that constitute less than one Company share unit
Company and the Company shall not handle any of such (Tangen-kabu) and other matters relating to the handling
business. of shares of the Company and the Company shall not
handle any of such business.
Article 10. (Share Handling Regulations) Article 11. (Share Handling Regulations)
All matters concerning the denominations of share All matters concerning the denominations of share
certificates of the Company, procedures concerning share certificates of the Company, procedures concerning share
transfer, registration of establishment, transfer, transfer, registration of establishment, transfer,
revocation of, and other changes in, the share pledges, revocation of, and other changes in, the share pledges,
manifestation or change of trust assets or revocation manifestation or change of trust assets or revocation
thereof, and reissuance of share certificates and the thereof, and reissuance of share certificates and the
purchase of shares that constitute less than one Company purchase of and adding to holdings of shares that
share unit (Tangen-kabu), etc., and handling charges constitute less than one Company share unit
therefore shall be in accordance with the Share Handling (Tangen-kabu), etc., and handling charges therefore
Regulations which shall be prescribed by the Board of shall be in accordance with the Share Handling
Directors. Regulations which shall be prescribed by the Board of
Directors.
(Article 11. remains unchanged) (Article 12. remains unchanged.)
CHAPTER III CHAPTER III
GENERAL MEETING OF SHAREHOLDERS GENERAL MEETING OF SHAREHOLDERS
Article 12. (Convocation) Article 13. (Convocation)
(Paragraph 1 remains unchanged.) (Paragraph 1 remains unchanged.)
2. General meeting of shareholders may be convened in 2. General meeting of shareholders may be convened in
the area of the head office, at a neighboring location, the area of the head office or at a neighboring location.
or in Minato-ku, Tokyo.
Prior to changes After proposed changes
(Article 13. remains unchanged) (Article 14. remains unchanged.)
Article 14. (Method of adopting resolutions) Article 15. (Method of adopting resolutions)
Unless otherwise provided by law or the Articles of Unless otherwise (only the Japanese description is
Incorporation, all resolution of general meetings of changed and English description remains unchanged)
shareholders shall be adopted by a majority of the provided by law or the Articles of Incorporation, all
voting rights of the shareholders present at the meeting. resolution of general meetings of shareholders shall be
adopted by a majority of the voting rights of the
New Item shareholders present at the meeting.
2. The presence of the shareholders representing not
less than one third of voting rights of all shareholders
shall be required to make a quorum and the affirmative
votes of two thirds of the voting rights of the
shareholders present shall be required to pass special
resolution stipulated in Article 343 of the Commercial
Code.
Article 15. and Article 16. remain unchanged.
Article 16. and Article 17. remain unchanged.
CHAPTER IV
DIRECTOR AND BOARD OF DIRECTORS CHAPTER IV
Article 17. through Article 23. remain unchanged. DIRECTOR AND BOARD OF DIRECTORS
Article 18. through Article 24. remain unchanged.
CHAPTER V
CORPORATE AUDITORS AND CORPORATE AUDITORS' MEETING CHAPTER V
Article 24. remains unchanged. CORPORATE AUDITORS AND CORPORATE AUDITORS' MEETING
Article 25. remains unchanged.
Article 25. (Term of Office)
The term of office of corporate auditors shall expire at Article 26. (Term of office)
the conclusion of the third ordinary general meeting of The term of office of corporate auditors shall expire at
shareholder following their assumption of office. the conclusion of the fourth ordinary general meeting of
The term of office of any corporate auditor elected to shareholder following their assumption of office.
fill a vacancy shall be the same as the remainder of the The term of office of any corporate auditor elected to
term of office of the predecessor. fill a vacancy shall be the same as the remainder of the
term of office of the predecessor.
Article 26. through Article 28. remain unchanged.
Article 27. through Article 29. remain unchanged.
CHAPTER VI
ACCOUNTS CHAPTER VI
Article 29. and Article 30. remain unchanged. ACCOUNTS
Article 30. and Article 31. remain unchanged.
Prior to changes After proposed changes
APPENDIX Deleted
(Validity of Article 18)
The provisions of Article 18 of these Articles of
Incorporation shall apply to the directors elected at
the Ordinary General Meeting of Shareholders to be held
in June 2003.
Item 4: Election of 15 Directors
The following directors resigned their positions as of March 31, 2003: Yoshiyuki
Nakamachi, Isao Yagi, Kazuhisa Shin, Yuzuru Maki and Manabu Ouchi. The term of
the 10 current directors will expire at the time of closing of 58th Ordinary
General Meeting of Shareholders.
Therefore, the election of 15 directors is requested. The candidates for
directors are as shown below:
Candidate Name Biography and Number of Stakes
No. (Date of birth) Title in other companies shares against the
owned Company
1 Kichisaburo April 1959 Joined ANA 44,002 None
Nomura
(June 10, 1934) July 1981 Director of Personnel,
ANA
June 1983 Senior Director,
ANA
June 1991 Managing Director,
ANA
June 1993 Senior Managing
Director, ANA
June 1997 President & Chief
Executive Officer, ANA
April 2001 Chairman of the Board,
ANA
to present
2 Yoji Ohashi April 1964 Joined ANA 48,335 None
(Jan. 21, 1940) March 1992 Director, Engineering
&Maintenance Dept., ANA
June 1993 Senior Director,
ANA
June 1997 Managing Director,
ANA
June 1999 Senior Executive Vice
President, ANA
April 2001 President & Chief
Executive Officer, Senior Vice
President, ANA
April 2002 President & Chief
Executive Officer, ANA
to present
Candidate Name Biography and Number of Stakes
No. (Date of birth) Title in other companies shares against the
owned Company
3 Mineo April 1970 Joined ANA 25,100 None
Yamamoto
(July 22, 1945) April 1999 Director,
Corporate Planning,
ANA
June 1999 Senior Director,
ANA
April 2001 Managing Director,
ANA
April 2003 Senior Executive
Vice President, ANA
to present
(Title in other companies):
Representative Director,
ANA Wing Fellows Co., Ltd
4 Yasushi April 1966 Joined ANA 27,310 None
Morohashi
(March 8, 1943) June 1994 Director, Finance and
Accounting, ANA
June 1995 Senior Director,
ANA
April 1999 Managing Director,
ANA
April 2002 Senior Managing
Director, ANA
to present
(Title in other companies)
: Representative Director,
The World Wing Co., Ltd
5 Hiromichi April 1965 Joined 20,000 None
Toya Ministry of
(Dec. 14, 1940) Transport
June 1995
Director-General Minister
Secretariat
Ministry of
Transport
June 1996 Vice
Minister, Ministry of
Transport
June 2000
Managing Director, ANA
April 2002 Senior
Managing Director,
to present ANA
6 Koichiro Ono April 1968 Joined ANA 14,057 None
(Nov. 5, 1944) Aug. 1995 Director, Personnel and
Employee Relations, ANA
June 1997 Senior Director,
ANA
April 2001 Managing Director,
ANA
April 2003 Senior Managing
Director,
to present ANA
Candidate Name Biography and Number of Stakes
No. (Date of birth) Title in other companies shares against the
owned Company
7 Suguru Omae April 1967 Joined ANA 19,546 None
(Nov. 26, 1943) June 1995 Assistant General
Manager , FlightAircraftMaintenance ,
Centre,ANA
June 1997 Managing Director ,
ANA Aircraft Maintenance Co.,
Ltd.
June 1999 Senior Director,
ANA
April 2001 Managing Director,
ANA
April 2003 Senior Managing
Director,
to present ANA
8 Katsuhiko April 1970 Joined ANA 13,000 None
Kitabayashi
(April 16, 1946) April 1999 General
Manager,Marketing, ANA
April 2001 SeniorVicePresident,
ANA
June 2001 Senior Director,
ANA
April 2003 ManagingDirector,
ANA
to present
9 Masahiko Takada Oct. 1966 Joined ANA 8,084 None
(May 20, 1943) June 1999 Deputy General Manager
of Flight Operations, ANA
April 2003 Managing Director,
Senior Vice President, General
Manager of Flight Operations,
ANA
to present
10 Masao Nakano July 1970 Joined ANA 8,471 None
(Dec. 19, 1946) June 1999 General
Manager of
Beijing Branch
and Tianjin
office
April 2001 Senior
Vice President,
ANA,
President,west
Japan
division.
April 2003 Senior
Vice President,
General Manager,
Maketing &
Sales,ANA
to present
11 Hitoshi April 1971 Joined ANA 8,050 None
Nakajima
(Oct. 3, 1948) April 1999
Director,
Personnel,
ANA
April 2001 Senior
Vice President,
Deputy General
Manager,
Inflight
Services, ANA
April 2003 Senior
Vice President,
General Manager
of Inflight
Services, ANA
to present
Candidate Name Biography and Number of Stakes
No. (Date of birth) Title in other shares against the
companies owned Company
12 Koshichirou April 1970 Joined ANA 6,000 None
Kubo
(Jan. 8, 1945) April 1999 Director,
Finance& Accounting,
ANA
April 2001 President and
Chief Executive
Officer,
Air Japan Co., Ltd.
April 2003 Senior Vice
President, In charge of
General Administrations,
Legal
Affairs, Public Relations
and Business Support,
ANA
to present
13 Shinichiro April 1974 Joined ANA 6,335 None
Ito
(Dec. 25, 1950) April 2001 Director,
Personnel, ANA
April 2003 Senior Vice
President, Deputy General
Manager of Marketing &
Sales, ANA
to present
14 Seitaro June 1988 0 None
Taniguchi President
and Chief
Executive
Officer ,
Nagoya
Railway
Co., Ltd.
(Meitetsu)
(Dec. 16, 1922) June 1994 Chairman of the
board, Nagoya Railway Co.,
Ltd.
June 1997 Senior Director,
ANA
to present
June 1999 Senior Director
and Senior Advisor for
Nagoya Railway Co.,
Ltd.
June 2002 Senior Advisor
for Nagoya Railway Co.,
Ltd.
to present
15 Yoshinori June 1981 0 None
Ueyama President
and Chief
Executive
Officer
(Sep. 21, 1914) Kinki Nippon Railway
Co.,
Ltd. (Kintetsu)
June 1987 Chairman of the
board,
Kinki Nippon Railway Co.,
Ltd.
June 1990 Senior Director,
ANA
to present
June 1994 Senior Director
and Senior Advisor for
Kinki Nippon Railway Co.,
Ltd.
June 1997 SeniorAdvisor
for Kinki Nippon Railway
Co., Ltd.
to present
Note: Among candidates for Director, Seitaro Taniguchi and Yoshiki Ueyama are
external directors as provided for in Article 188, paragraph 2, item 7-2 of the
Commercial Code.
Item 5: Election of one Corporate Auditor
As an alternate for Kazuhiko Komiya, who will resign his office at the time of
closing of the 58th Ordinary General Meeting of Shareholders, the Company hereby
requests the election of one Corporate Auditor. This proposal has been approved
by the Board of Corporate Auditors.
The term of office of the elected corporate auditor shall expire at the time of
the closing of the Ordinary General Meeting of Shareholders to be held in June,
2004, in accordance with the Articles of Incorporation of the Company.
The candidate for corporate auditor is as follows:
Name Biography and title in other Number of Stake against
(Date of birth) companies shares the Company
owned
Kunitaka April 1963 Joined 0 None
Kajita Japan Development
Bank
(Jan. 22, May 1994 Senior
1941) Executive
Director,
Japan Development
Bank
June 1998 President,
Japan Economic
Research Institute
October 1999 Deputy
Governor , Development
Bank of Japan
June 2002
SeniorAdvisor,
Development Bank of
Japan
(Resigned in April,
2003)
Place for the Convocation of the 58th
Ordinary General Meeting of Shareholders
of All Nippon Airways Co., Ltd.
Address: Tokyo ANA Hotel, PROMINENCE
12-33, Akasaka, 1-chome, Minato-ku, Tokyo, Japan
Closest Subway Stations and Bus Stops
Eidan Subway Stations: Tameike Sanno Station of the Ginza Line and Namboku Line,
Roppongi Itchome Station on the Namboku Line, Akasaka Station and
Kokkai Gijido Station on the Chiyoda Line,
Roppongi Station and Kamiyacho Station on the Hibiya Line
Metropolitan Bus Stops: Metroline 01: Shibuya to Shimbashi. Get off at the Ark
Hills Bus Stop
This information is provided by RNS
The company news service from the London Stock Exchange
END
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