The 34th Annual General Meeting of Shareholders | About Us

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 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 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

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

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
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	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 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.

Matters for reporting

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
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
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
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.