Notice of the Results of the Counting of the Voting Rights Exercised at the 111th Ordinary General Meeting of Shareholders

Transcription

1 (Translation) June 24, 2011 Dear Sirs, Name of the Company: Name of the Representative: Shiseido Company, Limited Hisayuki Suekawa President & CEO (Representative Director) (Code No. 4911; the First Section of the Tokyo Stock Exchange) Further inquiries: Akihiro Miyasaka General Manager of Investor Relations Department (Tel: ) Notice of the Results of the Counting of the Voting Rights Exercised at the 111th Ordinary General Meeting of Shareholders Notice is hereby given of the results of the counting of the voting rights exercised at the 111th Ordinary General Meeting of Shareholders (the "Shareholders' Meeting") of Shiseido Company, Limited (the "Company") held on June 24, 2011, as described below. First Item of Business to Seventh Item of Business were all approved and adopted by a large majority of the shareholders who had exercised their voting rights in advance or attended the Shareholders' Meeting. 1. Contents of the matters resolved: Description First Item of Business: Dividends of Retained Earnings This item was approved and adopted as originally proposed. (1) Matters related to assignment assets to be distributed to shareholders and the total amount thereof: An amount per share of common stock of the Company: Yen 25 The total amount thereof: Yen 9,948,680,200 (2) The date on which dividends of retained earnings becomes effective: June 27,

2 Second Item of Business: Partial Amendment to the Articles of Incorporation The purpose of business of the Company and the Company Group was precisely defined and an additional purpose was added to Article 2 to prepare strategic business development hereafter. At the same time, some terms were amended to updated terms. Third Item of Business: Election of Eight (8) Mr. Shinzo Maeda, Mr. Hisayuki Suekawa, Ms. Kimie Iwata, Mr. Carsten Fischer, Mr.Tatsuomi Takamori, Mr. Shoichiro Iwata, and Mr. Tatsuo Uemura were reelected as directors and all assumed their offices. Ms. Taeko Nagai was newly elected as director and assumed her office. Mr. Shoichiro Iwata, Ms. Taeko Nagai, and Mr. Tatsuo Uemura are external directors as prescribed in Item 15 of Article 2 of the Companies Act. The Company designates Mr.Shoichiro Iwata, Ms. Taeko Nagai, and Mr. Tatsuo Uemura as independent directors prescribed in Article of the Securities Listing Regulations of Tokyo Stock Exchange, Inc. Fourth Item of Business: Election of Two (2) Corporate Auditors Mr. Nobuo Otsuka was reelected as corporate auditor and assumed his office. Ms. Yasuko Takayama was newly elected as corporate auditor and assumed her office. Mr. Nobuo Otsuka is external corporate auditor as prescribed in Item 16 of Article 2 of the Companies Act. The Company designates Mr. Nobuo Otsuka as independent corporate auditor prescribed in Article of the Securities Listing Regulations of Tokyo Stock Exchange, Inc. Fifth Item of Business: Payment of Bonuses to Taken into account the consolidated business performance and other factors, the bonuses in the aggregate amount of Yen million to Six (6) directors in office at the end of the current fiscal year, excluding Two (2) external directors, will be paid. Sixth Item of Business: Determination of Provision of Medium-term Incentive Type Remuneration to The remuneration will be prescribed to directors excluding external directors in office during a period from the close of this general meeting of shareholders and March 31, 2014 under this three year medium-term incentive type remuneration, Yen 1.2 billion as the maximum amount, based on targets of the Three-Year Plan. 2

3 Seventh Item of Business: Determination of Provision of Long-term Incentive Type Remuneration to Details of allotting stock acquisition rights as remuneration to directors are stated below. Qualified grantees of stock acquisition rights: five (5) directors, excluding external directors of the Company Total number of stock acquisition rights to be allotted: Not more than 1,400 (The number of shares to be issued upon exercise of one stock acquisition right: 100 shares) Ceiling of remuneration, etc. on stock acquisition rights: Up to Yen 120 million per year 2. Results of the counting of the voting rights exercised: (Number of shareholders having voting rights: (Total number of voting rights held by the shareholders: Exercise of voting rights on or prior to the day immediately preceding the date of the Shareholders' Meeting (Advance Exercise) Exercise of voting rights by attendance at the Shareholders' Meeting 66,129 persons) 3,974,775 rights) Total voting rights exercised Number of shareholders 19,927 persons 2,556persons 22,483persons Number of voting rights exercised (Exercise ratio (%)) 2,712,814rights* (68.2%) 134,356 rights (3.3%) 2,847,170 rights (71.6%) * The number represents the smallest of the numbers of voting rights exercised (by Advance Exercise) respectively on the Items of Business (Third Item of Business). Item of Business First Item of Business: Dividends of Retained Earnings Approval ratio (approving votes) 99.2% (2,692,753 votes) Advance Exercise Disapproval ratio (disapproving votes) 0.7% (20,092 votes) Abstention ratio (abstained votes) (0 votes) Ratio of approving votes by Advance Exercise to the total voting rights exercised on each Item of Business 94.5% Second Item of Business: Partial Amendment to the Articles of Incorporation 99.3% (2,694,004 votes) 0.6% (18,787 votes) 94.6% 3

4 Third Item of Business: Election of Eight (8) Mr. Shinzo Maeda Mr. Hisayuki Suekawa Ms. Kimie Iwata Mr. Carsten Fischer Mr. Tatsuomi Takamori Mr. Shoichiro Iwata Ms. Taeko Nagai Mr. Tatsuo Uemura Fourth Item of Business: Election of Two (2) Corporate Auditors (2,688,145 votes) (2,688,665 votes) (2,686,753 votes) (2,688,301 votes) (2,688,531 votes) (2,689,422 votes) (2,687,810 votes) (2,689,428 votes) (24,614 votes) (24,094 votes) (26,006 votes) (24,458 votes) (24,228 votes) (23,337 votes) (24,949 votes) (23,331 votes) 94.3% Ms. Yasuko Takayama (2,688,577 votes) Mr. Nobuo Otsuka 99.2% (2,693,654 votes) Fifth Item of Business: Payment of Bonuses to 98.3% (2,668,688 votes) (24,212 votes) 0.7% (19,137 votes) 1.6% (44,107 votes) 94.6% 93.7% Sixth Item of Business: Determination of Provision of Medium-Term -Incentive-Type Remuneration to Seventh Item of Business: Determination of Provision of Long- Term-Incentive-Type Remuneration to 98.9% (2,683,665 votes) (2,561,997 votes) (26,445 votes) 5.5% (150,801 votes) 0.1% (2,746 votes) 94.2% 89.9% The requirement for the adoption of each item of business is as follows: First Item of Business, Fifth Item of Business, Sixth Item of Business, and Seventh Item of Business: Approval of a majority of the voting rights of the shareholders present 4

5 Second Item of Business: Approval at a general meeting of shareholders at which shareholders holding one-third (1/3) or more of voting rights of the shareholders entitled to vote shall be present, by two-third (2/3) or more of the voting rights of the shareholders so present Third Item of Business and Fourth Item of Business: Approval at a general meeting of shareholders at which shareholders holding one-third (1/3) or more of voting rights of the shareholders entitled to vote shall be present, by a majority of the voting rights of the shareholders so present The requirements for the adoption of all Items of Business had been fulfilled by the exercise of voting rights on or prior to the day immediately preceding the date of the Shareholders' Meeting (Advance Exercise). Hence, the numbers of approving votes, disapproving votes and abstained votes of the shareholders present at the Shareholders' Meeting were not added in the above-listed counting of the voting rights exercised. - End of news release - 5