The 34th Annual General Meeting of Shareholders

Notice Notice of resolutions Operation etc.

Notice

1.63MB/65 pages

 Correction (June 2, 2020)

152KB/2 pages

Disclosed Information

748KB/66 pages

Resolutions

164KB/1 page

Business Strategy Briefing

8.40MB/45 pages

Notice

Date and Time June 24, 2020, 10:00am (JST)
Venue Tokyo Shiodome Building 25F, 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo
Agenda of the meeting

Matters for reporting

  1. Business Report, Consolidated Financial Statements for FY2019 (April 1, 2019 to March 31, 2020) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
  2. Non-consolidated Financial Statements for FY2019 (April 1, 2019 to March 31, 2020)

Matters for approval

Proposal 1: Election of Eleven Board Directors
Proposal 2: Determination of Remuneration for Granting Restricted Stock to the Board Directors

Notice of resolutions

Matters for reporting and approval

Matters for reporting
  1. Business Report, Consolidated Financial Statements for FY2019 (April 1, 2019 to March 31, 2020) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
  2. Non-consolidated Financial Statements for FY2019 (April 1, 2019 to March 31, 2020)

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: Determination of Remuneration for Granting Restricted Stock to the Board Directors

This proposal was approved and adopted. The Company’s Board Directors, excluding External Directors, will be granted remuneration in the form of restricted stock within the range not exceeding ¥1,500 million per year.

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 40,437,953 327,530 11,173 *1 Approved 99.17
Ken Miyauchi 39,984,036 780,297 12,323 Approved 98.06
Jun Shimba 40,040,498 724,985 11,173 Approved 98.19
Yasuyuki Imai 40,039,698 725,785 11,173 Approved 98.19
Junichi Miyakawa 40,013,786 751,697 11,173 Approved 98.13
Kazuhiko Fujihara 40,590,224 175,259 11,173 Approved 99.54
Kentaro Kawabe 40,414,281 351,202 11,173 Approved 99.11
Atsushi Horiba 40,678,511 86,795 11,350 Approved 99.76
Takehiro Kamigama 40,700,323 64,983 11,350 Approved 99.81
Kazuaki Oki 40,705,586 59,720 11,350 Approved 99.83
Kyoko Uemura 40,709,988 57,661 9,007 Approved 99.84
Proposal 2:
Determination of Remuneration for Granting Restricted Stock to the Board Directors		 40,597,647 242,167 8,921 *2 Approved 99.39
[Notes]
  1. *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.
  2. *2
    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 34th Annual General Meeting of Shareholders held on June 24, 2020 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 34th Annual General Meeting of Shareholders.