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DYNAM JAPAN HOLDINGS Co., Ltd. — Proxy Solicitation & Information Statement 2013
Aug 15, 2013
51076_rns_2013-08-14_0fd4ed99-729f-4251-8403-79759009bf0f.pdf
Proxy Solicitation & Information Statement
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株式会社ダイナムジャパンホールディングス DYNAM JAPAN HOLDINGS Co., Ltd.*
(Incorporated in Japan with limited liability)
(Stock Code: 06889)
PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
(Note 1) I/We (full name of individual or entity) main office address)
hold (Note 2)
of (Note 1) (home or
shares in 株式会社ダイナムジャパンホールディングス
DYNAM JAPAN HOLDINGS Co., Ltd.* (the ‘‘Company’’). I/We hereby appoint the chairman of the Extraordinary General Meeting of Shareholders (the ‘‘EGM’’) or (Note 3) (name of proxy) of (Note 3)
(home or main office address) to serve as my/our proxy and perform the following on my/our behalf.
The proxy shall attend the EGM to be held at 2–27–5 Nishinippori, Arakawa-ku, Tokyo, Japan on Tuesday, 10 September 2013 at 10:00 a.m. (Japan Time) and exercise voting rights for the resolutions as set out below.
| Matters to be Resolved (Note 4) | For(Note 5) | Against(Note 5) | VoteWithheld(Note 5) | |
|---|---|---|---|---|
| First Resolution | Proposed Acquisition of HUMAP Japan Co., Ltd.* (株式会社 | |||
| 日本ヒュウマップ) and Business Partners Co., Ltd.* (株式会 | ||||
| 社ビジネスパートナーズ) | ||||
| Second Resolution | Proposed Partial Amendments to the Articles of Incorporation |
Date: 2013 Signature (Note 6)
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Note 1 Home or main office address and full name of individual or entity of the shareholder is to be written in block letters. Note 2 Please state the number of shares the proxy is authorized to act upon. If the number is less than your full voting entitlement on the share register, the voting entitlement in respect of the remaining shares is deemed to be an abstention. If this space is left blank, the proxy will be2013deemed(the ‘‘Convocationas authorizedNoticeto exerciseof EGMyour’’), shareholdersfull voting entitlement.who intendAs tostatedcast intheirNotevotes(3) ofin convocationdifferent waysnotice(i.e.ofpartlyEGMfordatedand14partlyAugustfor against a resolution) are requested to notify the Company in writing of their intention to do so and the reason therefor no later than 3 days before the EGM. Accordingly, please note that shareholders who have not submitted such notice of the intention to cast their votes in different ways to the Company may not be permitted to exercise such voting rights except for those who hold shares of the Company for and on behalf of others.
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Note 3 Home or main office address and full name of the proxy is to be written in block letters. If the spaces are left blank, the proxy shall become the chairman of the EGM.
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Note 4 The matters to be resolved shown here are summaries. The full text is available in the Convocation Notice of EGM. Note 5 checkIf you approvemark in thethe‘‘relevantAgainst’’ resolution,box. If you pleaseabstainputfroma checkvoting markany resolution,in the ‘‘Forplease’’ box. putIf youa checkdisapprovemark inthetherelevant‘‘Vote Withheldresolution,’’ box.pleaseIf youputputa check marks in none of the boxes or more than one box for a resolution, your proxy will be authorized to exercise his/her discretion as to whether and if so how he/she votes. The same decision will apply to the resolutions proposed in accordance with the laws and regulations to the EGM other than those stated in the Convocation Notice of EGM. Abstained votes will be counted towards the total number of votes cast in the relevant resolutions but excluded from the number of votes for or against the relevant resolutions.
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Note 6 Please sign with the pre-registered signature of the shareholder (or the representative person in case of a corporate shareholder). Note 7 If your shares are held jointly with others, signature of the person exercising the voting rights of whom the Company has been notified in advance will be enough, but filling in the names of individual or entity and home or main office address of all the joint shareholders is required.
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Note 8 theblank,registrar,ProxiesreceptionpleaseareComputersharerequesteddesksend ofthethetoproxyHongsubmitEGMformKongonthebytheproxyInvestorsmailday toformthereof.theServices(signedlocationIf theLimited,andofshareholderthecompletedatEGM17MnocompletedbyFloor,latertheHopewellthanshareholderthetheproxydayCentre,informthereofaccordance183butORQueenleftdeposittheto’s Roadtheproxyatabove’theEast,s nameCompanyNotesWanchai,and1 address’stoshareHong7) to Kong not less than 48 hours before the time appointed for holding the EGM.
Note 9 Proxies do not need to be a shareholder of the Company.
Note 10 Completion and return of this proxy form will not preclude you from attending and voting in person at the EGM thereof if you so wish, and in such case, this proxy form will be deemed to be revoked.
- For identification purposes only