Result of Meeting
30 Juin 2003 - 9:05AM
UK Regulatory
RNS Number:8853M
Honda Motor Co Ld
27 June 2003
(TRANSLATION)
Dated: June 24, 2003
Notice of Resolutions passed by the 79th
Ordinary General Meeting of Stockholders
We hereby notify you that after the report described hereunder the following
proposals were approved as briefly described hereunder by the 79th Ordinary
General Meeting of Stockholders of the Company held today.
Particular
Matters to be reported:
Report on the Business Report, Balance Sheet and Income Statement for the 79th
fiscal year (April 1,2002 - March 31,2003). The contents of these documents were
reported.
Matters to be resolved:
Proposal 1: Approval of Proposal for Appropriation of Retained Earnings for the
79th Fiscal Year.
The proposal was approved in its original form, and a year-end dividend for the
fiscal year under review was YEN 16 per share.
Proposal 2: Acquisition by the Company of Its Own Shares
The proposal was approved in its original form, and the Company is able to
purchase of its own shares within the limits of 25 million shares of common
stock of the Company and of YEN 100.0 billion of total acquisition prices during
the period from the time of close of this general meeting of shareholders to the
time of close of the next ordinary general meeting of shareholders.
Proposal 3: Partial Change to the Articles of Incorporation
The proposal was approved in its original form, and an outline of the measure is
as follows:
Prior to Change Post-Change
Chapter II. Shares Chapter II. Shares
(Newly established) (Additional purchase of shares less than
a unit)
Article 7. A shareholder (including a
beneficial shareholder; the same is applicable
hereinafter) holding shares less than a unit of the
Company may, in accordance with the provisions
of the Share Handling Regulations established
by the Board of Directors, make a request to the
effect that such number of shares should be sold
to it that will, when added to the aforesaid shares
less than unit already held by that shareholder,
constitute one unit of shares.
(Procedures relating to shares, etc.) (Procedures relating to shares, etc.)
Article 7. The denomination of the share Article 8. The denomination of the share
certificates of the Company shall be provided for certificates of the Company shall be provided for
in the Share Handling Regulations established by in the Share Handling Regulations established by
the Board of Directors. the Board of Directors.
Registration of transfer of shares, purchase of Registration of transfer of shares, purchase and
shares less than a unit and other procedures and additional purchase of shares less than a unit
fees relating to shares shall be governed by the (tangen) and other procedures and fees relating
Share Handling Regulations established by the to shares shall be governed by the Share
Board of Directors Handling Regulations established by the Board
of Directors.
(Transfer agent) (Transfer agent)
Article 8. The Company shall have a transfer agent Article 9. The Company shall have a transfer
with respect to shares. The transfer agent and its agent with respect to shares. The transfer agent
place of handling business shall be selected by and its place of handling business shall be
resolution of the Board of Directors, and a public selected by resolution of the Board of Directors,
notice thereof shall be given. and a public notice thereof shall be given.
The shareholders' register and the register of The shareholders' register and the register of
beneficial shareholders of the Company beneficial shareholders of the Company
(hereinafter referred to as the "shareholders' (hereinafter referred to as the "shareholders'
registers") shall be kept at the transfer agent's registers") and the registry of loss of share
place of handling business and registration of certificates shall be kept at the transfer agent's
transfer of shares, purchase of shares less than a place of handling business and registration of
unit and other business relating to shares shall be transfer of shares, purchase and additional
handled by the transfer agent and not by the purchase of shares less than a unit (tangen) and
Company. other business relating to shares shall be handled
by the transfer agent and not by the Company.
(Record date) (Record date)
Article 9. The shareholders (including Article 10. The shareholders appearing or
beneficial shareholders; same is applicable recorded on the shareholders' registers as of the
hereinafter) appearing or recorded on the end of each accounting period shall be the
shareholders' registers as of the end of each shareholders entitled to exercise the rights of
accounting period shall be the shareholders shareholders at the ordinary general meeting of
entitled to exercise the rights of shareholders at shareholders for such accounting period.
the ordinary general meeting of shareholders for It it is necessary in addition to the preceding
such accounting period. paragraph, the shareholders or registered
If it is necessary in addition to the preceding pledgees appearing or recorded on the
paragraph, the shareholders or registered shareholders' registers as of a specific date of
pledgees appearing or recorded on the which advance public notice is given in
shareholders' registers as of a specific date of accordance with the resolution of the Board of
which advance public notice is given in Directors shall be deemed the shareholders or
accordance with the resolution of the Board of pledgees entitled to exercise the rights of
Directors shall be deemed the shareholders or shareholders or pledgees.
pledgees entitled to exercise the rights of
shareholders or pledgees.
Chapter III. General Meeting of Chapter III. General Meeting of
Shareholders Shareholders
Article 10. (Time of convocation) Article 11. (Time of convocation)
Article 11. (Person to convene meeting and Article 12. (Person to convene meeting and
place of meeting) place of meeting)
Article 12. (Chairman) Article 13. (Chairman)
(Resolutions) (Resolutions)
Article 13. Unless otherwise provided by laws Article 14. Unless otherwise provided by laws
or ordinances or by these Articles of or ordinances or by these Articles of
Incorporation, resolutions at a general meeting of Incorporation, resolutions at a general meeting of
shareholders shall be adopted by a majority vote shareholders shall be adopted by a majority vote
of the shareholders present and entitled to vote of the shareholders present and entitled to vote
thereat. thereat.
The special resolution provided for in Article
343 of the Commercial Code shall be adopted by
two-thirds or more of the votes of the
shareholders present at a meeting who hold
one-third or more of the voting_rights of all
shareholders.
Article 14. (Exercise of voting rights by Article 15. (Exercise of voting rights by
proxy) proxy)
Article 15. (Minutes) Article 16. (Minutes)
Chapter IV. Directors and Board of Chapter IV. Directors and Board of
Directors Directors
Article 16. (Number of Directors) Article 17. (Number of Directors)
Article 17. (Election of Directors) Article 18. (Election of Directors)
Article 18. (Term of Office) Article 19. (Term of Office)
Article 19. (Directors with Executive Powers) Article 20. (Directors with Executive Powers)
Article 20. (Representative Directors) Article 21. (Representative Directors)
Article 21. (Board of Directors) Article 22. (Board of Directors)
Article 22. (Notice of Meetings of Board of Article 23. (Notice of Meetings of Board of
Directors) Directors)
Article 23. (Remuneration of Directors) Article 24. (Remuneration of Directors)
Chapter V. Corporate Auditors and Board Chapter V. Corporate Auditors and Board
of Corporate Auditors of Corporate Auditors
(Number of Corporate Auditors) (Number of Corporate Auditors)
Article 24. Corporate Auditors of the Company Article 25. Corporate Auditors of the Company
shall be not more than five in number. shall be not more than seven in number.
Article 25. (Election of Corporate Auditors) Article 26. (Election of Corporate Auditors)
Article 26. (Term of Office of Corporate Article 27. (Term of Office of Corporate
Auditors) Auditors)
Article 27. (Board of Corporate Auditors) Article 28. (Board of Corporate Auditors)
Article 28. (Notice of Meetings of Board of Article 29. (Notice of Meetings of Board of
Corporate Auditors) Corporate Auditors)
Article 29. (Remuneration of Corporate Article 30. (Remuneration of Corporate
Auditors) Auditors)
Chapter VI. Accounts Chapter VI. Accounts
Article 30. (Date of closing of accounts) Article 31. (Date of closing of accounts)
Article 31. (Dividend) Article 32. (Dividend)
Article 32. (Interim dividend) Article 33. (Interim dividend)
Article 33. (Period of exclusion) Article 34. (Period of exclusion)
Proposal 4: Election of thirty six (36) Directors
The proposal was approved in its original form, and 33 directors, Mr. Yoshihide
Munekuni, Mr. Hiroyuki Yoshino, Mr. Koichi Amemiya, Mr. Takeo Fukui, Mr.
Michiyoshi Hagino, Mr. Minoru Harada, Mr. Motoatsu Shiraishi, Mr. Satoshi Aoki,
Mr. Atsuyoshi Hyogo, Mr. Hiroshi Okubo, Mr. Satoshi Dobashi, Mr. Satoshi
Toshida, Mr. Koki Hirashima, Mr. Koichi Kondo, Mr. Yasuo Ikenoya, Mr. Toru Onda,
Mr. Satoru Kishi, Mr. Akira Takano, Mr. Mikio Yoshimi, Mr. Masaaki Kato, Mr.
Shigeru Takagi, Mr. Masahiro Yoshimura, Mr. Hiroshi Kuroda, Mr. Akio Hamada, Mr.
Teruo Kowashi, Mr. Seiichi Moriguchi, Mr. Tetsuo Iwamura, Mr. Takashi Yamamoto,
Mr. Takanobu Ito, Mr. Masaru Takabayashi, Mr. Tatsuhiro Ohyama, Mr. Suguru
Kanazawa, Mr. Manabu Nishimae, were all re-elected and they have assumed their
posts. In addition, Mr. Fumihiko Ike, Mr. Masaya Yamashita, Mr. Hiroshi
Kobayashi, were all newly elected and they have assumed their posts.
Proposal 5: Election of two (2) Corporate Auditors
The proposal was approved in its original form, and 2 Corporate Auditors, Mr.
Koukei Higuchi and Mr. Kuniyasu Yamada, were all newly elected and they have
assumed their posts.
Proposal 6: Revision of Amount of Remuneration Payable to Director
The proposal was approved in its original form, and the amount of remuneration
to the Directors was revised to seventy-nine million yen (YEN 79,000,000) or
less per month. Further, it would be arranged, as was in the past, that the
amount of remuneration to the Directors does not include any amount of salary
payable to employee-directors for their services as employees.
Proposal 7: Presentation of Retirement Allowance to Retiring Directors and
Corporate Auditors for their Respective Services.
It was approved that monetary rewards be given to the Directors, Mr. Katsuro
Suzuki, Mr. Nobuhiko Kawamoto and Mr. Toshio Saito, and Corporate Auditors Mr.
Kenichi Takashima and Mr. Yasuharu Yabuta, who are to resign from office at the
close of this meeting, for the meritorious services that they have rendered to
the Company, pursuant to the past practice of the Company and in accordance with
the Company's bylaws on the retirement allowance of Directors and Corporate
Auditors. It was approved that decisions on the amount of money, time and method
of payment of such monetary rewards be entrusted to the Board of Directors as to
the retiring Directors and to the Corporate Auditors as to the retiring
Corporate Auditors.
This information is provided by RNS
The company news service from the London Stock Exchange
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