Shareholders Meeting

Notice of the Result of the 73rd Ordinary General Meeting of Shareholders

Dear Shareholders:
The 73rd Ordinary General Meeting of Shareholders of the HOYA CORPORATION was held on Tuesday, June 21, 2011, at Chinzan-so, Tokyo, Japan and the following matters were reported and resolved.
We really appreciate your cooperation for the proxy voting.

Yours very truly,

HOYA CORPORATION
2-7-5, Naka-Ochiai, Shinjuku-ku,
Tokyo, Japan
Hiroshi Suzuki
President and CEO

1. Matters reported:
1. The business report and consolidated financial statements for the 73rd fiscal year (from April 1,2010 to March 31, 2011) and the audit reports of the consolidated financial statements for the fiscal year by the Independent Auditor and the Audit Committee.

2. Reports on financial statements for the 73rd fiscal year (from April 1, 2010 to March 31,2011).
(Please refer to the accompanying business report for the 73rd fiscal year for details of the reports stated above.)

The above two matters were reported.
2. Matters resolved:
Matters proposed by the Company (Propositions No. 1 and No. 2)

Proposition No.1 : Election of 8 Directors.
The proposition was approved in its original form.
Mr. Yuzaburo Mogi, Ms.Eiko Kono, Messrs.Yukiharu Kodama, Itaru Koeda, Hiroshi Suzuki, Hiroshi Hamada, and Kenji Ema were re-elected and Mr. Yutaka Aso was newly elected and they inaugurated as Directors.

Proposition No.2 : Issuance of stock acquisition rights as stock options
The proposition was approved in its original form.
It was approved that the Company issues stock acquisition rights, not exceeding 3,000 rights (equivalent to 1,200,000 shares to be issued upon exercise), to its employees of the Company and the Directors and employees of its subsidiaries as stock options, and that authority for decisions on the detailed terms and conditions for stock acquisition rights is delegated to the Board of Directors.


Matters proposed by a shareholder (Propositions No. 3 to No. 22)

Proposition No. 3: Partial amendment to the Articles of Incorporation
(Review of the size of the Board of Directors)

Proposition No. 4: Partial amendment to the Articles of Incorporation
(Individual disclosure of remunerations to Directors and the Executive Officers)

Proposition No. 5: Partial amendment to the Articles of Incorporation
(Prior notice and disclosure of sales of shares by Directors, Executive Officers and their families)

Proposition No. 6: Partial amendment to the Articles of Incorporation
(Prohibition against hedging by stock option holders)

Proposition No. 7: Partial amendment to the Articles of Incorporation
(Increase in the number of Executive Officers)

Proposition No. 8: Partial amendment to the Articles of Incorporation
(Separation of roles of Chairman of the Board and CEO)

Proposition No. 9: Partial amendment to the Articles of Incorporation
(Prohibition to treat a blank vote as approval if it is the Company’s proposal and disapproval if it is a shareholder’s proposal)

Proposition No. 10: Partial amendment to the Articles of Incorporation
(Disclosure obligations concerning exercise of shareholders’ right to make proposals, etc.)

Proposition No. 11: Partial amendment to the Articles of Incorporation
(Establishment of a contact point within the Audit Committee for whistle-blowing)

Proposition No. 12: Partial amendment to the Articles of Incorporation
(Preparation of a succession plan for the CEO )

Proposition No. 13: Partial amendment to the Articles of Incorporation
(Disclosure of academic background of the Directors and the Executive Officers)

Proposition No. 14: Partial amendment to the Articles of Incorporation
(Criteria for selection of candidates for Directors by the Nomination Committee)

Proposition No. 15: Partial amendment to the Articles of Incorporation
(Disclosure of time pledged by Directors)

Proposition No. 16: Partial amendment to the Articles of Incorporation
(Preparation of Code of Ethics by the Board of Directors)

Proposition No. 17: Partial amendment to the Articles of Incorporation
(Provision for fiduciary responsibility and indemnity liability)

Proposition No. 18: Partial amendment to the Articles of Incorporation
(Provision for the Board of Directors’ contact with senior management )

Proposition No. 19: Partial amendment to the Articles of Incorporation
(Allocation of committee budget that may be used without approval of the Executive Officers)

Proposition No. 20: Partial amendment to the Articles of Incorporation
(Employment of legal advisor to the Board of Directors)

Proposition No. 21: Partial amendment to the Articles of Incorporation

Proposition No. 22: Partial amendment to the Articles of Incorporation

Each proposition of the above 20 propositions was rejected.

*Propositions No. 3 to No. 20 are proposals made by one of our shareholders (number of voting rights: 380), and Proposition No.21 and No. 22 are proposals made by three of our shareholders (number of voting rights: 705) including a shareholder who proposed Propositions No. 3 to No. 20.
The members of the new Board of Committee and Executive Officers (as of June 21, 2011):
Nomination Committee members:
Mr. Yuzaburo Mogi (Chairman), Ms. Eiko Kono, Mr. Yukiharu Kodama, Mr. Itaru Koeda, and Mr. Yutaka Aso

Remuneration Committee member:
Ms. Eiko kono (Chairman), Mr. Yuzaburo Mogi, Mr. Yukiharu Kodama, Mr. Itaru Koeda, and Mr.Yutaka Aso

Audit Committee member:
Mr. Yukiharu Kodama (Chairman), Mr. Yuzaburo Mogi, Ms. Eiko Kono, Mr. Itaru Koeda, and Mr. Yutaka Aso

(Note) Mr. Yuzaburo Mogi, Ms. Eiko Kono, Messrs. Yukiharu Kodama, Itaru Koeda, and Yutaka Aso are outside directors as provided for in Article 2, Item 15 of the Company Law.

Executive Officers (＊ indicates Director)
President & CEO：Mr. Hiroshi Suzuki ＊
Executive Officer & Chief Operating Officer : Mr. Hiroshi Hamada ＊
Executive Officer & Chief Financial Officer : Mr. Kenji Ema ＊
Executive Officer, Technology : Mr. Taro Hagiwara

Back Number

Get ADOBE READER
Acrobat Reader 5.0 or higher is required to view these PDF files.