The 35th Annual General Meeting of Shareholders | About Us

Notice

Date and Time	June 22, 2021, 10:00am (JST)
Venue	PORT HALL, Office Tower 1F, Tokyo Portcity Takeshiba 1-7-1, Kaigan, Minato-ku, Tokyo
Agenda of the Meeting	Matters for reporting Business Report, Consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021) Matters for approval Proposal 1: Partial Amendment to the Articles of Incorporation Proposal 2: Election of Thirteen Board Directors Proposal 3: Determination of Remuneration for the Board Directors

Date and Time

June 22, 2021, 10:00am (JST)

Venue

PORT HALL, Office Tower 1F, Tokyo Portcity Takeshiba
1-7-1, Kaigan, Minato-ku, Tokyo

Agenda of the Meeting

Matters for reporting

Business Report, Consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021)

Matters for approval

Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of Thirteen Board Directors
Proposal 3: Determination of Remuneration for the Board Directors

Notice of resolutions

Matters for reporting and approval

Matters for reporting	Business Report, Consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021) The particulars of the above were reported.
Matters for approval	Proposal 1: Partial Amendment to the Articles of Incorporation This proposal was approved and adopted. The Company added Article 11, paragraph 2 to its Articles of Incorporation so that it can hold shareholder meetings without any set place. Proposal 2: Election of Thirteen Board Directors This proposal was approved and adopted. Mses. Kyoko Uemura, Reiko Hishiyama and Naomi Koshi and Messrs. Ken Miyauchi, Junichi Miyakawa, Jun Shimba, Yasuyuki Imai, Kazuhiko Fujihara, Masayoshi Son, Kentaro Kawabe, Atsushi Horiba, Takehiro Kamigama and Kazuaki Oki were elected and each of them assumed the office. Proposal 3: Determination of Remuneration for the Board Directors This proposal was approved and adopted. The proposal included the change of the maximum amount and details of remuneration for granting restricted stock as share-based remuneration from an amount not exceeding ¥1,500 million (1 million shares) per year to ¥8,000 million (5.4 million shares) per year (excluding the employee salary portion paid to the Board Directors concurrently serving as employees), for the remuneration that have already been approved; and separately from the aforementioned remuneration, granting remuneration in the form of stock acquisition rights as stock options not exceeding ¥800 million (8 million shares), for FY2021 only.

Matters for reporting

Business Report, Consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021)

The particulars of the above were reported.

Matters for approval

Proposal 1: Partial Amendment to the Articles of Incorporation

This proposal was approved and adopted. The Company added Article 11, paragraph 2 to its Articles of Incorporation so that it can hold shareholder meetings without any set place.

Proposal 2: Election of Thirteen Board Directors

This proposal was approved and adopted. Mses. Kyoko Uemura, Reiko Hishiyama and Naomi Koshi and Messrs. Ken Miyauchi, Junichi Miyakawa, Jun Shimba, Yasuyuki Imai, Kazuhiko Fujihara, Masayoshi Son, Kentaro Kawabe, Atsushi Horiba, Takehiro Kamigama and Kazuaki Oki were elected and each of them assumed the office.

Proposal 3: Determination of Remuneration for the Board Directors

This proposal was approved and adopted. The proposal included the change of the maximum amount and details of remuneration for granting restricted stock as share-based remuneration from an amount not exceeding ¥1,500 million (1 million shares) per year to ¥8,000 million (5.4 million shares) per year (excluding the employee salary portion paid to the Board Directors concurrently serving as employees), for the remuneration that have already been approved; and separately from the aforementioned remuneration, granting remuneration in the form of stock acquisition rights as stock options not exceeding ¥800 million (8 million shares), for FY2021 only.

Voting results

Matter resolved		Number of votes for proposal	Number of votes against proposal	Number of abstentions	Require-ments for approval	Voting results and ratio of voting for proposal (%)
Proposal 1: Partial Amendment to the Articles of Incorporation		34,684,215	2,297,986	7,349	*1	Approved	93.77
Proposal 2: Election of Thirteen Board Directors	Ken Miyauchi	35,535,122	1,449,790	7,484	*2	Approved	96.06
	Junichi Miyakawa	35,733,652	1,242,793	15,952		Approved	96.60
	Jun Shimba	35,711,879	1,273,034	7,484		Approved	96.54
	Yasuyuki Imai	35,726,013	1,258,900	7,484		Approved	96.58
	Kazuhiko Fujihara	36,718,157	266,756	7,484		Approved	99.26
	Masayoshi Son	36,724,583	260,330	7,484		Approved	99.28
	Kentaro Kawabe	36,351,368	633,542	7,484		Approved	98.27
	Atsushi Horiba	36,823,891	161,022	7,484		Approved	99.54
	Takehiro Kamigama	36,781,002	203,909	7,484		Approved	99.43
	Kazuaki Oki	36,845,236	139,677	7,484		Approved	99.60
	Kyoko Uemura	36,838,424	146,489	7,484		Approved	99.58
	Reiko Hishiyama	36,633,698	351,213	7,484		Approved	99.03
	Naomi Koshi	33,470,785	3,514,128	7,484		Approved	90.48
Proposal 3: Determination of Remuneration for the Board Directors		35,206,940	1,778,936	6,511	*3	Approved	95.17

[Notes]

*1
Approval of two-thirds or more of the voting rights of the shareholders present at the meeting at which shareholders holding one-third or more of voting rights of the shareholders entitled to vote shall be present.
*2
Approval of a majority of the votes of the shareholders present at the meeting at which shareholders holding one-third or more of votes of the shareholders entitled to vote shall be present.
*3
Approval of a majority of the votes of the shareholders present at the meeting.

Operation etc.

Status of Measures to Vitalize the General Meeting of Shareholders and Enable Smooth Exercise of Voting Rights

Early Notification of General Meeting of Shareholders	The Company delivered the Notice for the 35th Annual General Meeting of Shareholders held on June 22, 2021 on the statutory date, and posted it on its website five business days before the delivery.
Scheduling General Meeting of Shareholders Avoiding the Peak Day	To allow a greater number of the shareholders to attend, the Company schedules the Annual General Meeting of Shareholders on off-peak days when meetings of many other companies are not concentrated.
Allowing Electronic Exercise of Voting Rights	A system for executing voting rights through the Internet has been in place since 2019 (the 33rd Annual General Meeting of Shareholders)
Participation in Electronic Voting Platform	The Company has used the Voting Platform for institutional and other investors since 2019 (the 33rd Annual General Meeting of Shareholders).
Providing Convocation Notice in English	The Company prepares an English translation of the full text of its Notice of Annual General Meeting of Shareholders.
Initiatives to promote understanding	At the Annual General Meeting of Shareholders, the Company uses video footage to report on its operations to help shareholders better understand the results of operations and the status of its businesses. The chairman of the meeting introduces the Company's medium- to long-term business strategies in addition to reporting on legally mandated items. Moreover, the Notice of the General Meeting of Shareholders provides shareholders with a greater - 23 - volume of information to be used in exercising their voting rights. To facilitate easy reading, the information in the notice is illustrated with charts and color photographs.
Disclosure of voting results	The voting results for proposals at the General Meeting of Shareholders are posted in an Extraordinary Report on EDINET and posted on the Company's website in both Japanese and English.
Distribution via the Internet	The Company provides live webcasts of the Annual General Meeting of Shareholders on its website. The footage is also available on the website after the meeting.
Measures to prevent the spread of the novel coronavirus	The Company took measures to prevent the infection and spread of the novel coronavirus, with the safety of its shareholders as the top priority, at the 35th Annual General Meeting of Shareholders.