Shareholders' Meeting

The 33rd Annual General Meeting of Shareholders

  • Notice

    Date and time10:00 AM Friday, June 21, 2013
    VenueHall A, Tokyo International Forum, 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo
    Agenda of the meeting
    Matters for reporting
    1. Business Report, Consolidated Financial Statements for the fiscal year ended March 31, 2013 (April 1, 2012 to March 31, 2013) and results of audits by the Independent Auditor and Audit & Supervisory Board of Consolidated Financial Statements
    2. Financial Statements for the fiscal year ended March 31, 2013 (April 1, 2012 to March 31, 2013)
    Matters for approval
    • Proposal 1: Appropriation of Surplus
    • Proposal 2: Partial Change in the Articles of Incorporation
    • Proposal 3: Election of eight Directors
    • Proposal 4: Election of four Audit & Supervisory Board Members
    [Notes]

    Notice of resolutions

    Matters for reporting and approval

    Matters for reporting
    1. Business Report, Consolidated Financial Statements for the fiscal year ended March 31, 2013 (April 1, 2012 to March 31, 2013) and results of audits by the Independent Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements.
    2. Financial Statements for the fiscal year ended March 31, 2013 (April 1, 2012 to March 31, 2013)
    The particulars of the above were reported.
    Matters for approval
    Proposal 1: Appropriation of Surplus
    This proposal was approved and adopted as proposed. It was decided to pay the year-end dividend for the fiscal year of 20 yen per share.
    (The annual dividend per share including the interim dividend of 20 yen per share is 40 yen per share).
    Proposal 2: Partial Change in the Articles of Incorporation
    This proposal was approved and adopted as proposed. The proposal includes the change of English style of the corporate name into that of corporate logo taking advantage of the wider recognition, the update of those provisions specifying the purposes of the Company and the Directors with specific titles, and other necessary alterations and amendments to clauses and language.
    Proposal 3: Election of eight Directors
    The proposal was approved and adopted as proposed. Messrs. Masayoshi Son, Ken Miyauchi, Kazuhiko Kasai, Ronald Fisher, Yun Ma, Manabu Miyasaka, Tadashi Yanai and Mark Schwartz, eight (8) in all, were elected and each of them assumed the office.
    Proposal 4: Election of four Audit & Supervisory Board Members
    The proposal was approved and adopted as proposed. Messrs. Mitsuo Sano, Soichiro Uno, Koichi Shibayama and Hidekazu Kubokawa, four (4) in all, were elected and each of them assumed the office.
    It is to be added that at the Board of Directors' meeting held following the close of the Annual General Meeting of Shareholders, Messrs. Masayoshi Son and Ken Miyauchi were elected as Representative Directors, and each of them assumed the office.
    It is also to be added that at the Audit & Supervisory Board meeting held following the close of the Annual General Meeting of Shareholders, Mr. Mitsuo Sano was elected as a Chairman of Audit & Supervisory Board and he assumed the office.

    Voting results

    Matter resolved Number of votes for proposal Number of votes against proposal Number of abstentions Requirements for approval Voting results and ratio of voting for proposal (%)
    Proposal 1: Appropriation of Surplus 8,770,241 33,972 12,602 *1 Approved 98.10
    Proposal2: Partial Change in the Articles of Incorporation 8,780,347 24,533 11,954 *2 Approved 98.22
    Proposal 3: Election of eight Directors Masayoshi Son 8,494,632 310,210 11,954 *3 Approved 95.02
    Ken Miyauchi 8,456,810 322,072 37,915 Approved 94.60
    Kazuhiko Kasai 8,468,368 310,515 37,915 Approved 94.73
    Ronald D. Fisher 8,468,521 310,362 37,915 Approved 94.73
    Yun Ma 8,468,338 310,545 37,915 Approved 94.73
    Manabu Miyasaka 8,618,640 186,204 11,954 Approved 96.41
    Tadashi Yanai 8,408,299 396,546 11,954 Approved 94.05
    Mark Schwartz 8,497,554 307,292 11,954 Approved 95.05
    Proposal 4: Election of four Audit & Supervisory Board Members Mitsuo Sano 8,707,176 97,636 11,954 *3 Approved 97.40
    Soichiro Uno 8,725,778 79,037 11,954 Approved 97.61
    Koichi Shibayama 7,238,482 1,566,316 11,954 Approved 80.97
    Hidekazu Kubokawa 8,323,044 481,766 11,954 Approved 93.10
    [Notes]
    • *1Approval of a majority of the voting rights of the shareholders present at the meeting.
    • *2Approval 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.
    • *3Approval of a majority 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.

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