FY2015

The 35th Annual General Meeting of Shareholders

Notice

Date and time10:00 AM, Friday, June 19, 2015
VenueHall A, Tokyo International Forum 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo
Agenda of the meeting

Matters for reporting

  1. Business Report, Consolidated Financial Statements for the fiscal year ended March 31, 2015 (April 1, 2014 to March 31, 2015) and results of audits by the Independent Auditor and Audit & Supervisory Board of Consolidated Financial Statements
  2. Financial Statements for the fiscal year ended March 31, 2015 (April 1, 2014 to March 31, 2015)

Matters for approval

  • Proposal 1: Appropriation of Surplus
  • Proposal 2: Partial Change in the Articles of Incorporation
  • Proposal 3: Election of nine Directors
  • Proposal 4: Election of two Audit & Supervisory Board Members

Notice of resolutions

Matters for reporting and approval

Matters for reporting
  1. Business Report, Consolidated Financial Statements for the fiscal year ended March 31, 2015 (April 1, 2014 to March 31, 2015) and results of audits by the Independent Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements.
  2. Financial Statements for the fiscal year ended March 31, 2015 (April 1, 2014 to March 31, 2015)
The particulars of the above were reported.
Matters for approval
  • Proposal 1: Appropriation of Surplus

    This proposal was approved and adopted as proposed. It was decided to pay the year-end dividend for the fiscal year of 20 yen per share.
    (The annual dividend per share including the interim dividend of 20 yen per share is 40 yen per share).

  • Proposal 2: Partial Change in the Articles of Incorporation

    This proposal was approved and adopted as proposed. The changes included in the proposal were change of corporate name of the Company, shortening of term of office of Directors, change of the scope of officers eligible for liability limitation agreement, increase of number of Audit & Supervisory Board Members and other necessary alternations and amendment to the clauses and language of the provisions.

  • Proposal 3: Election of nine Directors

    The proposal was approved and adopted as proposed. Messrs. Masayoshi Son, Nikesh Arora, Ken Miyauchi, Ronald Fisher, Yun Ma, Manabu Miyasaka, Tadashi Yanai, Mark Schwartz and Shigenobu Nagamori were elected and each of them assumed the office.

  • Proposal 4: Election of two Audit & Supervisory Board Members

    The proposal was approved and adopted as proposed. Messrs. Tatsuhiro Murata and Maurice Atsushi Toyama were elected and each of them assumed the office.

Voting results

Matter resolved Number of votes for proposal Number of votes against proposal Number of abstentions Requirements for approval Voting results and ratio of voting for proposal (%)
Proposal 1: Appropriation of Surplus 8,660,093 72,530 6,496 *1 Approved 97.16
Proposal 2: Partial Change in the Articles of Incorporation 8,703,019 30,700 5,402 *2 Approved 97.64
Proposal 3: Election of nine Directors Masayoshi Son 8,471,707 261,911 5,417 *3 Approved 95.04
Nikesh Arora 8,673,690 52,753 12,592 Approved 97.31
Ken Miyauchi 8,480,244 246,199 12,592 Approved 95.14
Ronald D. Fisher 8,524,050 202,393 12,592 Approved 95.63
Yun Ma 8,530,173 196,272 12,592 Approved 95.70
Manabu Miyasaka 8,679,608 46,836 12,592 Approved 97.37
Tadashi Yanai 8,354,629 378,989 5,417 Approved 93.73
Mark Schwartz 8,395,332 338,288 5,417 Approved 94.18
Shigenobu Nagamori 8,701,722 31,898 5,417 Approved 97.62
Proposal 4: Election of two Audit & Supervisory Board Members Tatsuhiro Murata 8,635,602 98,102 5,402 *3 Approved 96.88
Maurice Atsushi Toyama 8,353,537 380,163 5,402 Approved 93.72
[Notes]
  • *1
    Approval of a majority of the voting rights of the shareholders present at the meeting.
  • *2
    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.
  • *3
    Approval of a majority 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.

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