Bel Fuse Inc. Responds to Toko's Refusal to Allow Bel Fuse to Send an Observer to the Toko Shareholders Meeting.JERSEY CITY, N.J. -- Bel Fuse Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BELFA) & (NASDAQ:BELFB) announced today that it has sent a letter to Mr. Shigeru Kawatsuhara, the President of Toko, Inc., formally criticizing Toko's recent refusal based on a technicality to allow Bel Fuse to send a silent observer to Toko's shareholders meeting, and requesting per the Company Law that Toko provide to Bel Fuse within the next 14 days: (a) copies of the legal minutes of the recent shareholders meeting, where Toko's takeover defense takeover defense See shark repellent. plan was re-approved by shareholders (b) copies of all proxy cards A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. submitted and votes counted at the shareholders meeting; (c) a copy of the official shareholder list; and (d) copies of all minutes of board of directors meetings in 2006 where Bel Fuse's proposal to combine the two companies was reportedly discussed and rejected by Toko's board. July 7, 2008 Mr. Shigeru Kawatsuhara President Toko, Inc. 1-17, Higashi-Yukigaya 2-chome Ohta-ku, Tokyo 145-8585, Japan Dear Mr. Kawatsuhara, We have received your June 24th letter, responding to our June 16th request that we be allowed to send an observer to Toko's shareholder meeting that was held on the 27th of the same month. In your letter to us, you refused to allow Bel Ventures Inc. to send a mere observer (who would not even make statements or vote our shares) to your shareholders meeting, citing as your reason a provision in Toko's Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. that was intended to prevent disturbances at shareholders meetings. However, it is not as if Bel Ventures' observer had suddenly demanded admittance Admittance The ratio of the current to the voltage in an alternating-current circuit. In terms of complex current I and voltage V, the admittance of a circuit is given by Eq. (1), and is related to the impedance of the circuit Z by Eq. (2). on the day of the shareholders meeting. Quite to the contrary, we had made a formal request in advance and in writing. Under such circumstances, for Toko to seize upon such a technical provision in your Articles of Incorporation in order to deny attendance by our observer is to belittle be·lit·tle tr.v. be·lit·tled, be·lit·tling, be·lit·tles 1. To represent or speak of as contemptibly small or unimportant; disparage: a person who belittled our efforts to do the job right. the position of foreign shareholders who have difficulty attending shareholders meetings in Japan. It also shows a lack of respect for all shareholders who have trouble attending shareholders meetings when they are scheduled during the busiest week of the year. I would like to communicate to you that we found your company's response in that letter to be utterly deplorable de·plor·a·ble adj. 1. Worthy of severe condemnation or reproach: a deplorable act of violence. 2. . As one of Toko's major shareholders, Bel Ventures Inc. would like to continue to analyze and consider the future direction of the company by exchanging opinions and discussing our concerns with other shareholders of Toko. To facilitate this, Bel Ventures Inc. hereby makes four formal demands: 1. We request that Toko provide Bel Ventures Inc. with a copy of the legal minutes of the recent annual shareholders meeting (#67) that was held on June 27, 2008, in accordance with Article 318-4 of the Company Law. 2. We request that Toko provide us with copies of all the proxy voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting. Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members cards that were submitted with respect to every resolution voted on at the recent annual shareholders meeting (#67) that was held on June 27, 2008, in accordance with Article 311-4 of the Company Law; and also request that Toko disclose the count of those votes made with regard to each separate resolution by those shareholders who exercised their voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. at the actual meeting hall. 3. We require Toko to provide Bel Ventures Inc. with a copy of its official shareholder registry, in accordance with Article 125-2 of the Company Law. 4. At last year's annual shareholder meeting on June 28, 2007, President Kitano stated that Toko's board of directors made certain decisions at one or more meetings of the board of directors, at least one of which was held on September, 2006 with respect to the proposal made by Bel Fuse, Inc. in late 2005 to "combine" Bel Fuse and Toko in some manner. President Kitano specifically stated that at the September 9, 2006 board meeting, Toko's board of directors resolved to turn down that proposal made by Bel Fuse, Inc. We hereby request copies of the minutes of all Toko board meetings where such resolutions or proposals were made, discussed, or decided upon in any respect, including but not limited to the relevant September, 2006 board meeting. We respectfully request that Toko send to Bel Ventures, Inc. copies of the aforementioned items, and any other relevant information or response, by means of Fedex or a similar courier service so as to arrive within 14 days of the date of this letter. Regards, Daniel Bernstein President & CEO Bel Ventures, Inc. About Toko Toko (6801 JP; head office, Tokyo) (www.toko.co.jp/top/en/index.html) develops, manufactures and sells power supply-related and high frequency components applied in diverse areas such as information communications equipment, audiovisual equipment, flat panel displays A thin display screen for computer and TV usage. The first flat panels appeared on laptop computers in the mid-1980s, and the LCD technology became the standard. Stand-alone LCD screens became available for desktop computers in the mid-1990s and exceeded sales of CRTs for the first time , digital cameras, PCs, and mobile phones. Toko's products include voltage regulators An electronic circuit used to maintain a level amount of voltage in an electrical line. It eliminates power surges, spikes and brownouts, which can cause harm to sensitive electronics. A voltage regulator "module" (VRM) is a voltage regulator in a replaceable unit. See surge suppression and UPS. , choke coils, inductors, inverters and converters, white LED drivers, LC and other filters interface modules, and wireless LAN A local area network that transmits over the air typically in the 2.4 GHz or 5 GHz unlicensed frequency band. It does not require line of sight between sender and receiver. Wireless base stations (access points) are wired to an Ethernet network and transmit a radio frequency over an area modules. About Bel Bel (www.belfuse.com) and its subsidiaries are primarily engaged in the design, manufacture and sale of products used in networking, telecommunications, high speed data transmission, and consumer electronics. Products include magnetics (discrete components An elementary electronic device constructed as a single unit. Before integrated circuits (chips), all transistors, resistors and diodes were discrete. They are widely used in amplifiers and other devices that use large amounts of current. , power transformers and MagJack[R]s), modules (DC-DC DC-DC Direct Current to Direct Current (power conversion) converters, integrated analog front end modules and custom designs), circuit protection (miniature, micro and surface mount fuses) and interconnect devices (passive jacks, plugs and cable assemblies). Bel operates facilities around the world. |
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