The 37th Annual General Meeting of Shareholders
Notice
Date and Time | June 20, 2023 10:00am (JST) |
---|---|
Venue | Hall A, Tokyo International Forum, 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo |
Agenda of the Meeting |
Matters for reporting
Matters for approval Proposal 1: Partial Amendment to the Articles of Incorporation |
Notice of resolutions
Matters for reporting and approval
Matters for reporting |
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. Proposal 2: Election of Eleven Board Directors This proposal was approved and adopted. Mses. Kyoko Uemura and Naomi Koshi and Messrs. Ken Miyauchi, Junichi Miyakawa, Jun Shimba, Yasuyuki Imai, Kazuhiko Fujihara, Masayoshi Son, Atsushi Horiba, Takehiro Kamigama and Kazuaki Oki were elected and each of them assumed the office. Proposal 3: Election of Three Audit & Supervisory Board Members This proposal was approved and adopted. Ms. Kazuko Kimiwada and Messrs. Eiji Shimagami and Shuji Kojima were elected and she assumed the office. Proposal 4: Election of One Substitute Audit & Supervisory Board Member This proposal was approved and adopted. Mr. Yasuhiro Nakajima was elected. |
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 |
37,585,761 | 93,796 | 677 | *1 | Approved | 98.28 | |
Proposal 2: Election of Thirteen Board Directors |
Ken Miyauchi | 31,732,148 | 5,765,357 | 183,909 | *2 | Approved | 82.98 |
Junichi Miyakawa | 29,123,552 | 8,373,950 | 183,909 | Approved | 76.15 | ||
Jun Shimba | 31,417,638 | 6,079,875 | 183,909 | Approved | 82.15 | ||
Yasuyuki Imai | 31,416,263 | 6,081,250 | 183,909 | Approved | 82.15 | ||
Kazuhiko Fujihara | 34,869,046 | 2,628,466 | 183,909 | Approved | 91.18 | ||
Masayoshi Son | 34,880,400 | 2,617,113 | 183,909 | Approved | 91.21 | ||
Atsushi Horiba | 34,436,832 | 3,243,370 | 1,213 | Approved | 90.05 | ||
Takehiro Kamigama | 35,330,820 | 2,349,394 | 1,213 | Approved | 92.39 | ||
Kazuaki Oki | 35,356,477 | 2,320,398 | 4,554 | Approved | 92.45 | ||
Kyoko Uemura | 35,429,329 | 2,250,887 | 1,213 | Approved | 92.64 | ||
Naomi Koshi | 35,396,771 | 2,283,445 | 1,213 | Approved | 92.56 | ||
Proposal 3: Election of Three Audit & Supervisory Board Members |
Eiji Shimagami | 36,702,916 | 976,775 | 788 | *2 | Approved | 95.98 |
Shuji Kojima | 33,621,170 | 4,058,511 | 788 | Approved | 87.92 | ||
Kazuko Kimiwada | 36,240,351 | 1,439,333 | 788 | Approved | 94.77 | ||
Proposal 4: Election of One Substitute Audit & Supervisory Board Member |
Yasuhiro Nakajima | 36,614,809 | 1,066,070 | 671 | *2 | Approved | 95.74 |
- [Notes]
-
- *1Approval 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.
- *2Approval 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.
- *1
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 37th Annual General Meeting of Shareholders held on June 20, 2023 on the statutory date, and posted it on its website four 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 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. |