| Title： |
Rules Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies(2004.01.20) |
| Date： |
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Article 5
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Except as provided in Article 6, a solicitor of proxies shall be a shareholder holding more than 50,000 shares of the outstanding shares of the company; provided that if election of directors or supervisors is proposed in the shareholders meeting, the solicitor shall have continuously held the shares issued by such company for a period of more than 6 months, as evidenced by the shareholders list or the certificate deposited in the securities centralized depository as of the date on which transfer of shares is suspended for the shareholders meeting, under one of the following conditions:
1.Where the shareholder holds 0.2% or more of the total number of issued shares of the company and not less than 100,000 shares; or
2. Where the shareholder holds 800,000 or more of the issued shares of the company.
A shareholder qualified under the preceding paragraph or a trust enterprise or agent for stock affairs under Article 6, or a responsible person thereof, to which any of the following circumstances applies shall not serve as a solicitor:
1. Has previously been convicted by a conclusive judgment of a crime under the Organized Crime Prevention Statute, where less than five years has elapsed since completion of the term of sentence.
2. Has been convicted by a conclusive judgment of violating, in connection with solicitation of proxies, provisions of the Criminal Code addressing forgery of documents, where less than three years has elapsed since completion of the term of sentence.
3. Has previously been sentenced to imprisonment for six months or more for fraud, breach of trust, or misappropriation, where less than three years has elapsed since completion of the term of imprisonment.
4. Has previously been sentenced to imprisonment for six months or more for violating the Securities and Exchange Act, Futures Trading Act, Banking Act, Trust Enterprise Act, Financial Holding Company Act, or other financial administration act, where less than three years has elapsed since completion of the term of imprisonment.
5. Has previously been found by a conclusive judgment to have solicited proxies in violation of these Rules and the represented votes were not counted, where less than two years have passed since such conclusive judgment.
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Article 6
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A shareholder who for one year or more has continuously held issued shares of a company in conformance with one of the following conditions may consign a trust enterprise or agent for stock affairs to act as the solicitor, and the number of shares to be represented by it shall not be subject to the restriction under Paragraph 1 of Article 20:
1. Has held 10 percent or more of the total number of issued shares of the company.
2. Has held 8 percent or more of the total number of issued shares of the company and, when election of directors or supervisors is on the shareholders meeting agenda, one of the candidates it intends to support meets the qualifications for independent director or supervisor.
3. Where the consolidated number of shares of the shareholders sharing the same opinion on a proposal in a shareholders meeting meets the number of shares required to be held under the preceding two subparagraphs, such shareholders may jointly make a consignment.
A trust enterprise or agent for stock affairs, under any of the following circumstances, when election of directors or supervisors is on the shareholders meeting agenda, shall not act as a solicitor for a shareholder under the preceding paragraph:
1. where it is itself an agent for stock affairs of the public company calling the shareholders meeting.
2. where it is itself a subsidiary of the financial holding company calling the shareholders meeting.
“Subsidiary” in subparagraph 2 of the preceding paragraph means a subsidiary as defined in Article 4 of the Financial Holding Company Act.
A shareholder under paragraph 1 or the responsible person thereof to which any of the circumstances specified in Paragraph 2 of the preceding article applies shall not consign a trust enterprise or agent for stock affairs to act as the solicitor.
After a shareholder consigns a trust enterprise or agent for stock affairs to act as the solicitor, no further solicitation shall be made by such shareholder.
Where there is a proposal for election of directors or supervisors in a shareholders meeting, at least one of the shareholders consigning solicitation referred to in Paragraphs 1 and 2 above shall be the candidate for the directorship or supervisorship; provided this restriction shall not apply if the candidate supported meets the qualifications for independent director or supervisor.
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Article 6-1
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For a shareholders meeting called by a financial holding company, a subsidiary, as defined under Article 4 of the Financial Holding Company Act, of the financial holding company shall not act as a solicitor under Article 5, paragraph 1, or consign a trust enterprise or agent for stock affairs to act as a solicitor under Article 6, paragraph 1.
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Article 10
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A consigning principal shall personally fill in the name of the solicitor or the consigned agent in the proxies; provided that in the case of a trust enterprise or agent for stock affairs acting as the solicitor and an agent for stock affairs consigned to act as the consigned agent of the proxies, seals may be affixed on the proxies instead.
A solicitor shall sign or seal the solicited proxies and shall not transfer such proxies to another person for use.
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Article 17
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(Deleted)
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