The 35th Annual General Meeting of Shareholders

Notice of resolutions

Matters for reporting and approval

Matters for reporting
  1. Business Report, Consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
  2. Non-consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021)

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. The Company added Article 11, paragraph 2 to its Articles of Incorporation so that it can hold shareholder meetings without any set place.

Proposal 2: Election of Thirteen Board Directors

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

Proposal 3: Determination of Remuneration for the Board Directors

This proposal was approved and adopted. The proposal included the change of the maximum amount and details of remuneration for granting restricted stock as share-based remuneration from an amount not exceeding ¥1,500 million (1 million shares) per year to ¥8,000 million (5.4 million shares) per year (excluding the employee salary portion paid to the Board Directors concurrently serving as employees), for the remuneration that have already been approved; and separately from the aforementioned remuneration, granting remuneration in the form of stock acquisition rights as stock options not exceeding ¥800 million (8 million shares), for FY2021 only.

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
34,684,215 2,297,986 7,349 *1 Approved 93.77
Proposal 2:
Election of Thirteen Board Directors
Ken Miyauchi 35,535,122 1,449,790 7,484 *2 Approved 96.06
Junichi Miyakawa 35,733,652 1,242,793 15,952 Approved 96.60
Jun Shimba 35,711,879 1,273,034 7,484 Approved 96.54
Yasuyuki Imai 35,726,013 1,258,900 7,484 Approved 96.58
Kazuhiko Fujihara 36,718,157 266,756 7,484 Approved 99.26
Masayoshi Son 36,724,583 260,330 7,484 Approved 99.28
Kentaro Kawabe 36,351,368 633,542 7,484 Approved 98.27
Atsushi Horiba 36,823,891 161,022 7,484 Approved 99.54
Takehiro Kamigama 36,781,002 203,909 7,484 Approved 99.43
Kazuaki Oki 36,845,236 139,677 7,484 Approved 99.60
Kyoko Uemura 36,838,424 146,489 7,484 Approved 99.58
Reiko Hishiyama 36,633,698 351,213 7,484 Approved 99.03
Naomi Koshi 33,470,785 3,514,128 7,484 Approved 90.48
Proposal 3:
Determination of Remuneration for the Board Directors
35,206,940 1,778,936 6,511 *3 Approved 95.17
[Notes]
  1. *1
    Approval 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.
  2. *2
    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.
  3. *3
    Approval of a majority of the votes of the shareholders present at the meeting.