The 36th Annual General Meeting of Shareholders | About Us

Notice

Date and Time	June 23, 2022, 10:00am (JST)
Venue	PORT HALL, Office Tower 1F, Tokyo Portcity Takeshiba 1-7-1, Kaigan, Minato-ku, Tokyo
Agenda of the Meeting	Matters for reporting Business Report, Consolidated Financial Statements for FY2021 (April 1, 2021 to March 31, 2022) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2021 (April 1, 2021 to March 31, 2022) Matters for approval Proposal 1: Partial Amendment to the Articles of Incorporation Proposal 2: Election of Thirteen Board Directors Proposal 3: Election of One Audit & Supervisory Board Member

Date and Time

June 23, 2022, 10:00am (JST)

Venue

PORT HALL, Office Tower 1F, Tokyo Portcity Takeshiba
1-7-1, Kaigan, Minato-ku, Tokyo

Agenda of the Meeting

Matters for reporting

Business Report, Consolidated Financial Statements for FY2021 (April 1, 2021 to March 31, 2022) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2021 (April 1, 2021 to March 31, 2022)

Matters for approval

Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of Thirteen Board Directors
Proposal 3: Election of One Audit & Supervisory Board Member

Notice of resolutions

Matters for reporting and approval

Matters for reporting	Business Report, Consolidated Financial Statements for FY2021 (April 1, 2021 to March 31, 2022) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2021 (April 1, 2021 to March 31, 2022) 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 made the required amendments to its Articles of Incorporation in order to prepare for the introduction of the system for providing materials for the General Meeting of Shareholders in electronic format following the enforcement, scheduled on September 1, 2022, of the amending provisions set out in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019). 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: Election of One Audit & Supervisory Board Member This proposal was approved and adopted. Ms. Yoko Kudo was elected and she assumed the office.

Matters for reporting

Business Report, Consolidated Financial Statements for FY2021 (April 1, 2021 to March 31, 2022) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2021 (April 1, 2021 to March 31, 2022)

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 made the required amendments to its Articles of Incorporation in order to prepare for the introduction of the system for providing materials for the General Meeting of Shareholders in electronic format following the enforcement, scheduled on September 1, 2022, of the amending provisions set out in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019).

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: Election of One Audit & Supervisory Board Member

This proposal was approved and adopted. Ms. Yoko Kudo was elected and she 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: Partial Amendment to the Articles of Incorporation		37,651,449	37,536	2,395	*1	Approved	99.89
Proposal 2: Election of Thirteen Board Directors	Ken Miyauchi	32,079,202	5,610,307	3,259	*2	Approved	85.11
	Junichi Miyakawa	32,006,423	5,682,725	3,617		Approved	84.91
	Jun Shimba	32,929,781	4,759,734	3,259		Approved	87.36
	Yasuyuki Imai	32,947,125	4,742,390	3,259		Approved	87.41
	Kazuhiko Fujihara	36,282,980	1,406,535	3,259		Approved	96.26
	Masayoshi Son	36,289,622	1,399,893	3,259		Approved	96.28
	Kentaro Kawabe	35,873,225	1,816,285	3,259		Approved	95.17
	Atsushi Horiba	35,480,117	2,210,218	2,429		Approved	94.13
	Takehiro Kamigama	36,125,781	1,564,563	2,429		Approved	95.84
	Kazuaki Oki	36,196,795	1,493,550	2,429		Approved	96.03
	Kyoko Uemura	36,210,027	1,325,590	157,157		Approved	96.07
	Reiko Hishiyama	36,140,888	1,549,451	2,429		Approved	95.88
	Naomi Koshi	32,167,703	5,522,642	2,429		Approved	85.34
Proposal 3: Election of One Audit & Supervisory Board Member	Yoko Kudo	37,321,835	368,824	2,453	*2	Approved	99.02

[Notes]

*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
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 36th Annual General Meeting of Shareholders held on June 23, 2022 on the statutory date, and posted it on its website six 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 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 36th Annual General Meeting of Shareholders.