The 33rd Annual General Meeting of Shareholders

Notice Notice of resolutions Operation etc.

Notice Notice of resolutions Operation etc.

Notice of the 33rd Annual General Meeting of Shareholders (PDF: 2.46MB/55 pages)

Disclosed Information on the Internet at the Time of Notifying Convocation of the 33rd Annual General Meeting of Shareholders (PDF: 292KB/46 pages)

Resolutions of the 33rd Annual General Meeting of Shareholders (PDF: 104KB/1 page)

Notice

Date and Time June 24, 2019, 3:00pm (JST)
Venue Makuhari Messe, 2-1 Nakase, Mihama-ku, Chiba-shi, Chiba
Main hall: Makuhari Event Hall, Second hall: International Exhibition Hall 7
Agenda of the meeting

Matters for reporting

  1. Business Report, Consolidated Financial Statements for FY2018 (April 1, 2018 to March 31, 2019) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
  2. Non-consolidated Financial Statements for FY2018 (April 1, 2018 to March 31, 2019)

Matters for approval

Proposal 1: Election of Eleven Board Directors
Proposal 2: Election of Three Audit & Supervisory Board Members

Notice of resolutions

Matters for reporting and approval

Matters for reporting
  1. Business Report, Consolidated Financial Statements for FY2018 (April 1, 2018 to March 31, 2019) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
  2. Non-consolidated Financial Statements for FY2018 (April 1, 2018 to March 31, 2019)

The particulars of the above were reported.
Matters for approval

Proposal 1: Election of Eleven Board Directors

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

Proposal 2: Election of Three Audit & Supervisory Board Members

This proposal was approved and adopted as proposed. Ms. Kazuko Kimiwada and Messrs. Eiji Shimagami and Yasuharu Yamada were elected and each of them assumed the office.

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:
Election of Eleven Board Directors		 Masayoshi Son 38,554,726 113,236 1,363 * Approved 99.42
Ken Miyauchi 38,550,965 113,395 4,965 Approved 99.41
Jun Shimba 38,558,985 108,978 1,363 Approved 99.43
Yasuyuki Imai 38,558,872 109,091 1,363 Approved 99.43
Junichi Miyakawa 38,556,702 111,261 1,363 Approved 99.43
Kazuhiko Fujihara 38,559,123 108,840 1,363 Approved 99.43
Kentaro Kawabe 38,556,848 111,115 1,363 Approved 99.43
Atsushi Horiba 38,090,209 578,907 211 Approved 98.22
Takehiro Kamigama 38,591,507 77,609 211 Approved 99.52
Kazuaki Oki 38,595,891 73,225 211 Approved 99.53
Kyoko Uemura 38,593,720 75,396 211 Approved 99.52
Proposal 2:
Election of Three Audit & Supervisory Board Member		 Eiji Shimagami 38,504,759 185,848 211 * Approved 99.24
Yasuharu Yamada 38,084,434 606,171 211 Approved 98.15
Kazuko Kimiwada 38,483,048 207,559 211 Approved 99.18
[Note]
  1. *
    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.

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 33rd Annual General Meeting of Shareholders held on June 24, 2019 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.