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NOTICE OF THE 106th ORDINARY GENERAL MEETING OF SHAREHOLDERS

We wish to notify and cordially invite your attendance at the 106th Ordinary General Meeting of Shareholders of Mitsui Engineering & Shipbuilding Co., Ltd. to be held as described below:


1. Date Friday, June 26, 2009
2. Time From 10:00 A.M.
3. Place Nihonbashi Kokaido(Civic Hall) 4th Floor,
Nihonbashi Citizens Centre 31-1,
Kakigaracho 1-chome, Nihonbashi, Chuo-Ku,
Tokyo (As the place was changed from last year, please refer to the map on the last page of this Notice)
4. Propositions As per below


Please note:


  • Shareholders attending the Meeting are requested to present the enclosed Form of Exercising the Voting Right in Writing (the "Form") (no need to affix a seal) at the Reception Desk.
  • 2. Shareholders not attending the Meeting are requested to vote for or against each of the Agenda Items either in writing or through the Internet. For those who exercise the voting right in writing, please examine the accompanying reference materials, fill in the Form according to the instruction, affix your registered seal, and send the Form back to us. The Form shall arrive by 17:00 June 25, 2009. For those who exercise the voting right through the Internet, please access the website for voting (http://www.web54.net)by using the voting code and the password written on the Form and fill in the electronic voting form in accordance with the online instruction by the deadline described above.
    For the vote received both by mail and Internet from the same shareholder, the one received later shall prevail. If we receive both on the same day, the vote by Internet shall prevail.
  • The Shareholder can exercise its voting right by appointing as his proxy another Shareholder of the Company who has voting rights in the Company. The proxy shall be only one Shareholder.

PROPOSITIONS
Matters to be Reported:
1. Report of Business Report, Consolidated Financial Statements as well as Independent Auditor’s
  Report and Board of Corporate Auditor’s Report on the Consolidated Financial Statements for the
  106th Business Term from April 1, 2008 to March 31, 2009
2. Report of Financial Statements for the 106th Business Term from April 1, 2008 to March 31, 2009

Matters to be resolved:


Agenda Item No. 1: Appropriation of Retained Earnings as of the end of 106th Business Term
Agenda Item No. 2: Partial Amendment to Articles of Incorporation
Agenda Item No. 3: Election of sixteen(16) members of the Board of Directors
Agenda Item No. 4: Election of one(1) Corporate Auditor
Agenda Item No. 5: Election of one (1) Substitute Corporate Auditor
Agenda Item No. 6: Presentation of Retirement Remuneration to the retiring Directors and Corporate Auditor

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