Investor Relations

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 resolvedNumber of votes for proposalNumber of votes against proposalNumber of abstentionsRequirements for approvalVoting results and ratio of voting for proposal (%)
Proposal 1: Appropriation of Surplus8,660,09372,5306,496*1Approved 97.16
Proposal 2: Partial Change in the Articles of Incorporation8,703,01930,7005,402*2Approved 97.64
Proposal 3: Election of nine DirectorsMasayoshi Son8,471,707261,9115,417*3Approved 95.04
Nikesh Arora8,673,69052,75312,592Approved 97.31
Ken Miyauchi8,480,244246,19912,592Approved 95.14
Ronald D. Fisher8,524,050202,39312,592Approved 95.63
Yun Ma8,530,173196,27212,592Approved 95.70
Manabu Miyasaka8,679,60846,83612,592Approved 97.37
Tadashi Yanai8,354,629378,9895,417Approved 93.73
Mark Schwartz8,395,332338,2885,417Approved 94.18
Shigenobu Nagamori8,701,72231,8985,417Approved 97.62
Proposal 4: Election of two Audit & Supervisory Board MembersTatsuhiro Murata8,635,60298,1025,402*3Approved 96.88
Maurice Atsushi Toyama8,353,537380,1635,402Approved 93.72
  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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