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Investor Relations

Shareholders’ Meeting

The 41st Annual General Meeting of Shareholders

Notice

Date and Time10:00 AM, Wednesday, June 23, 2021
VenuePORT 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 FY2020 (April 1, 2020 to March 31, 2021) and results of audits by the Independent Auditor and Audit & Supervisory Board of Consolidated Financial Statements
  2. Non-consolidated Financial Statements for FY2020 (April 1, 2020 to March 31, 2021)

Matters for approval:

  • Proposal 1: Appropriation of Surplus
  • Proposal 2: Partial Amendment to the Articles of Incorporation
  • Proposal 3: Election of Nine Directors
  • Proposal 4: Election of Three Audit & Supervisory Board Members
  • Proposal 5: Revision of Compensation Paid to Audit & Supervisory Board Members

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 by the Independent Auditor and Audit & Supervisory Board of Consolidated Financial Statements
  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: Appropriation of Surplus
This proposal was approved and adopted as proposed. It was decided to pay the year-end dividend of 22 yen per share for the fiscal year.
(The annual dividend per share including the interim dividend of 22 yen per share is 44 yen per share.)

Proposal 2:Partial Amendment to the Articles of Incorporation
This proposal was approved and adopted as proposed. The changes included in the proposal were change of the purposes, change to permit to hold the General Meeting of Shareholders with no restriction on the meeting place, decrease of number of Board Directors, change that CEO can be selected from among not only Board Directors but also from among persons other than Board Directors, abolishment of the advisor system and other necessary alternations and amendment to the clauses and language of the provisions.

Proposal 3:Election of Nine Directors
This proposal was approved and adopted. Messrs. Masayoshi Son, Yoshimitsu Goto, Ken Miyauchi, Kentaro Kawabe, Masami Iijima, Yutaka Matsuo, Lip-Bu Tan, Keiko Erikawa and Kenneth A. Siegel were elected and each of them assumed the office.

Proposal 4:Election of Three Audit & Supervisory Board Members
This proposal was approved and adopted as proposed. Messrs. Yuji Nakata, Soichiro Uno and Keiichi Otsuka were elected and each of them assumed the office.

Proposal 5:Revision of Compensation Paid to Audit & Supervisory Board Members
This proposal was approved and adopted as proposed. It was decided that the monetary compensation paid to Audit & Supervisory Board Members shall be set at an amount not exceeding ¥160 million per year.

Voting results

Matters resolvedNumber of votes for proposalNumber of votes against proposalNumber of abstentionsRequirements for approvalVoting results and ratio of voting for proposal (%)
Proposal 1:
Appropriation of Surplus
14,644,92034,314674*1Approved99.76
Proposal 2:
Partial Amendment to the Articles of Incorporation
13,375,4631,303,669816*2Approved91.11
Proposal 3:
Election of Nine Directors
Masayoshi Son14,374,357289,79215,722*3Approved97.92
Yoshimitsu Goto14,582,99286,9029,982Approved99.34
Ken Miyauchi14,580,07489,8219,982Approved99.32
Kentaro Kawabe14,531,295138,5949,982Approved98.99
Masami Iijima14,622,94656,255676Approved99.61
Yutaka Matsuo13,870,762808,437676Approved94.49
Lip-Bu Tan14,467,339211,854676Approved98.55
Keiko Erikawa14,657,41416,4945,972Approved99.85
Kenneth A. Siegel10,241,6784,437,515676Approved69.77
Proposal 4:
Election of Three Audit & Supervisory Board Members
Yuji Nakata13,310,8931,368,135898*3Approved90.67
Soichiro Uno10,582,0514,097,125756Approved72.08
Keiichi Otsuka 14,671,7797,414756Approved99.94
Proposal 5:
Revision of Compensation Paid to Audit & Supervisory Board Members
14,317,310357,9484,641*1Approved97.53
  1. Approval of a majority of the votes of the shareholders present at the meeting.

  2. Approval of two-thirds or more 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. 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.

Materials