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a. Furukawa and Sumitomo shall each transfer 25,000 shares
of Burndy-Japan stock to Burndy-US in exchange for �2,7503 per
share, after which Burndy-US will own 50 percent and Furukawa and
Sumitomo each will own 25 percent of the outstanding shares of
Burndy-Japan.
b. Burndy-Japan shares shall not be transferred without
unanimous prior written consent of the shareholders.
c. Burndy-Japan’s board of directors shall consist of as
many members as may be mutually agreed by the shareholders. Each
shareholder may vote its own stock to elect board members.
d. Burndy-US shall nominate and the board shall elect the
president of Burndy-Japan. The president is Burndy-Japan’s
representative director under the Japanese Commercial Code with
powers as provided by the board of directors. The president may
appoint officers and managers.
e. The chairman presiding at board meetings shall have a
second vote if there is no majority. However, the chairman may
cast that vote “only after careful and fair consideration of all
aspects of the issue at hand”, and “the issue at hand shall be
further discussed in an effort to reach an amicable solution” if
there is no majority vote at the shareholders meeting.
f. Burndy-Japan may not take the following actions unless
it receives the unanimous consent of the shareholders:
3 � refers to Japanese yen.
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Last modified: May 25, 2011