The 36th Annual General Meeting of Shareholders

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

  1. 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
  2. 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
  1. 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
  2. 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. *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.

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.