Investor Relations

The 41st Annual General Meeting of Shareholders

Fiscal Year

Notice
Notice of resolutions
Materials

Notice

Date and Time	10:00 AM, Wednesday, June 23, 2021
Venue	PORT HALL, Office Tower 1F, Tokyo Portcity Takeshiba 1-7-1, Kaigan, Minato-ku, Tokyo
Agenda of the meeting:	Matters for reporting: 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 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

Date and Time

10:00 AM, Wednesday, June 23, 2021

Venue

PORT HALL, Office Tower 1F, Tokyo Portcity Takeshiba 1-7-1, Kaigan, Minato-ku, Tokyo

Agenda of the meeting:

Matters for reporting:

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
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	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 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.

Matters for reporting

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
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 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		14,644,920	34,314	674	*1	Approved	99.76
Proposal 2: Partial Amendment to the Articles of Incorporation		13,375,463	1,303,669	816	*2	Approved	91.11
Proposal 3: Election of Nine Directors	Masayoshi Son	14,374,357	289,792	15,722	*3	Approved	97.92
	Yoshimitsu Goto	14,582,992	86,902	9,982		Approved	99.34
	Ken Miyauchi	14,580,074	89,821	9,982		Approved	99.32
	Kentaro Kawabe	14,531,295	138,594	9,982		Approved	98.99
	Masami Iijima	14,622,946	56,255	676		Approved	99.61
	Yutaka Matsuo	13,870,762	808,437	676		Approved	94.49
	Lip-Bu Tan	14,467,339	211,854	676		Approved	98.55
	Keiko Erikawa	14,657,414	16,494	5,972		Approved	99.85
	Kenneth A. Siegel	10,241,678	4,437,515	676		Approved	69.77
Proposal 4: Election of Three Audit & Supervisory Board Members	Yuji Nakata	13,310,893	1,368,135	898	*3	Approved	90.67
	Soichiro Uno	10,582,051	4,097,125	756		Approved	72.08
	Keiichi Otsuka	14,671,779	7,414	756		Approved	99.94
Proposal 5: Revision of Compensation Paid to Audit & Supervisory Board Members		14,317,310	357,948	4,641	*1	Approved	97.53

Approval of a majority of the votes of the shareholders present at the meeting.
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.
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

Notice of the 41st Annual General Meeting of Shareholders(2.49MB/79 pages)
Correction of Notice of the 41st Annual General Meeting of Shareholders(131KB/1 page)
Disclosed information on the Internet at the Time of Notifying Convocation of the 41st Annual General Meeting of Shareholders(489KB/90 pages)
Supplementary Information on Matters for Approval at the 41st Annual General Meeting of Shareholders(171KB/2 pages)
Presentation material about the explanation on business strategy(22.4MB/60 pages)
Resolutions of the 41st Annual General Meeting of Shareholders(156KB/1 page)

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