Investor Relations

The 33rd Annual General Meeting of Shareholders

Notice

Date and time10:00 AM Friday, June 21, 2013
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, 2013 (April 1, 2012 to March 31, 2013) 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, 2013 (April 1, 2012 to March 31, 2013)

Matters for approval

  • Proposal 1: Appropriation of Surplus
  • Proposal 2: Partial Change in the Articles of Incorporation
  • Proposal 3: Election of eight Directors
  • Proposal 4: Election of four 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, 2013 (April 1, 2012 to March 31, 2013) 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, 2013 (April 1, 2012 to March 31, 2013)

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 proposal includes the change of English style of the corporate name into that of corporate logo taking advantage of the wider recognition, the update of those provisions specifying the purposes of the Company and the Directors with specific titles, and other necessary alterations and amendments to clauses and language.

Proposal 3: Election of eight Directors
The proposal was approved and adopted as proposed. Messrs. Masayoshi Son, Ken Miyauchi, Kazuhiko Kasai, Ronald Fisher, Yun Ma, Manabu Miyasaka, Tadashi Yanai and Mark Schwartz, eight (8) in all, were elected and each of them assumed the office.

Proposal 4: Election of four Audit & Supervisory Board Members
The proposal was approved and adopted as proposed. Messrs. Mitsuo Sano, Soichiro Uno, Koichi Shibayama and Hidekazu Kubokawa, four (4) in all, were elected and each of them assumed the office.

It is to be added that at the Board of Directors' meeting held following the close of the Annual General Meeting of Shareholders, Messrs. Masayoshi Son and Ken Miyauchi were elected as Representative Directors, and each of them assumed the office.
It is also to be added that at the Audit & Supervisory Board meeting held following the close of the Annual General Meeting of Shareholders, Mr. Mitsuo Sano was elected as a Chairman of Audit & Supervisory Board and he assumed the office.

Voting results

Matter resolvedNumber of votes for proposalNumber of votes against proposalNumber of abstentionsRequirements for approvalVoting results and ratio of voting for proposal (%)
Proposal 1: Appropriation of Surplus8,770,24133,97212,602*1Approved 98.10
Proposal2: Partial Change in the Articles of Incorporation8,780,34724,53311,954*2Approved 98.22
Proposal 3: Election of eight DirectorsMasayoshi Son8,494,632310,21011,954*3Approved 95.02
Ken Miyauchi8,456,810322,07237,915Approved 94.60
Kazuhiko Kasai8,468,368310,51537,915Approved 94.73
Ronald D. Fisher8,468,521310,36237,915Approved 94.73
Yun Ma8,468,338310,54537,915Approved 94.73
Manabu Miyasaka8,618,640186,20411,954Approved 96.41
Tadashi Yanai8,408,299396,54611,954Approved 94.05
Mark Schwartz8,497,554307,29211,954Approved 95.05
Proposal 4: Election of four Audit & Supervisory Board MembersMitsuo Sano8,707,17697,63611,954*3Approved 97.40
Soichiro Uno8,725,77879,03711,954Approved 97.61
Koichi Shibayama7,238,4821,566,31611,954Approved 80.97
Hidekazu Kubokawa8,323,044481,76611,954Approved 93.10
  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.

VOD, Materials

VOD* The online presentation was closed.
Materials
Notice of the 33rd Annual General Meeting of Shareholders (PDF: 1.10MB/57 pages)Open PDF file
Disclosed information on the Internet at the Time of Notifying Convocation of the 33rd Annual General Meeting of Shareholders (PDF: 340KB/45 pages) Open PDF file
Notice of Resolutions of the 33rd Annual General Meeting of Shareholders (PDF: 52.0KB/1 page) Open PDF file
Voting results of the 33rd Annual General Meeting of Shareholders (PDF: 100KB/3 page)Open PDF file
Presentation material about the explanation on business strategy (PDF: 18.6MB/107 pages) Open PDF file