The 38th Annual General Meeting of Shareholders | About Us

Notice

Date and Time	June 20, 2024 10:00am (JST)
Venue	TOKYO GARDEN THEATER, 1-6, Ariake 2-chome, Koto-ku, Tokyo
Agenda of the Meeting	Matters for reporting Business Report, Consolidated Financial Statements for FY2023 (April 1, 2023 to March 31, 2024) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2023 (April 1, 2023 to March 31, 2024) Matters for approval Proposal 1: Partial Amendment to the Articles of Incorporation Proposal 2: Election of Eleven Board Directors Proposal 3: Election of One Substitute Audit & Supervisory Board Member

Date and Time

June 20, 2024 10:00am (JST)

Venue

TOKYO GARDEN THEATER, 1-6, Ariake 2-chome, Koto-ku, Tokyo

Agenda of the Meeting

Matters for reporting

Business Report, Consolidated Financial Statements for FY2023 (April 1, 2023 to March 31, 2024) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2023 (April 1, 2023 to March 31, 2024)

Matters for approval

Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of Eleven Board Directors
Proposal 3: Election of One Substitute Audit & Supervisory Board Member

Notice of resolutions

Matters for reporting and approval

Matters for reporting	Business Report, Consolidated Financial Statements for FY2023 (April 1, 2023 to March 31, 2024) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2023 (April 1, 2023 to March 31, 2024) The particulars of the above were reported.
Matters for approval	Proposal 1: Partial Amendment to the Articles of Incorporation This proposal was approved and adopted. This amendment of the Articles of Incorporation will take effect on October 1, 2024 (the same day as the effective date of the stock split). Proposal 2: Election of Eleven Board Directors This proposal was approved and adopted. Mses. Naomi Koshi, Maki Sakamoto and Hiroko Sasaki and Messrs. Yasuyuki Imai, Junichi Miyakawa, Jun Shimba, Kazuhiko Fujihara, Masayoshi Son, Atsushi Horiba, Takehiro Kamigama and Kazuaki Oki were elected and each of them assumed the office. Proposal 3: Election of One Substitute Audit & Supervisory Board Member This proposal was approved and adopted. Mr. Yasuhiro Nakajima was elected.

Matters for reporting

Business Report, Consolidated Financial Statements for FY2023 (April 1, 2023 to March 31, 2024) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2023 (April 1, 2023 to March 31, 2024)

The particulars of the above were reported.

Matters for approval

Proposal 1: Partial Amendment to the Articles of Incorporation

This proposal was approved and adopted. This amendment of the Articles of Incorporation will take effect on October 1, 2024 (the same day as the effective date of the stock split).

Proposal 2: Election of Eleven Board Directors

This proposal was approved and adopted. Mses. Naomi Koshi, Maki Sakamoto and Hiroko Sasaki and Messrs. Yasuyuki Imai, Junichi Miyakawa, Jun Shimba, Kazuhiko Fujihara, Masayoshi Son, Atsushi Horiba, Takehiro Kamigama and Kazuaki Oki were elected and each of them assumed the office.

Proposal 3: Election of One Substitute Audit & Supervisory Board Member

This proposal was approved and adopted. Mr. Yasuhiro Nakajima was elected.

Voting results

Matter resolved		Number of votes for proposal	Number of votes against proposal	Number of abstentions	Require-ments for approval	Voting results and ratio of voting for proposal (%)
Proposal 1: Partial Amendment to the Articles of Incorporation		37,512,713	70,047	20	*1	Approved	99.65
Proposal 2: Election of Eleven Board Directors	Yasuyuki Imai	37,055,738	294,293	235,684	*2	Approved	98.43
	Junichi Miyakawa	37,327,668	243,432	14,617		Approved	99.15
	Jun Shimba	37,406,507	177,695	1,518		Approved	99.36
	Kazuhiko Fujihara	37,439,948	144,254	1,518		Approved	99.45
	Masayoshi Son	37,251,881	332,319	1,518		Approved	98.95
	Atsushi Horiba	36,631,478	952,709	1,518		Approved	97.30
	Takehiro Kamigama	37,478,789	105,413	1,518		Approved	99.55
	Kazuaki Oki	37,481,656	102,546	1,518		Approved	99.56
	Naomi Koshi	37,482,041	102,161	1,518		Approved	99.56
	Maki Sakamoto	37,536,900	47,303	1,518		Approved	99.70
	Hiroko Sasaki	37,521,063	63,140	1,518		Approved	99.66
Proposal 3: Election of One Substitute Audit & Supervisory Board Member	Yasuhiro Nakajima	37,534,238	49,921	1,315	*2	Approved	99.70

[Notes]

*1
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.
*2
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.

Operation etc.

Status of Measures to Vitalize the General Meeting of Shareholders and Enable Smooth Exercise of Voting Rights

Early Notification of General Meeting of Shareholders	The Company delivered the Notice for the 38th Annual General Meeting of Shareholders held on June 20, 2024 on the statutory date, and posted it on its website five business days before the delivery.
Scheduling General Meeting of Shareholders Avoiding the Peak Day	To allow a greater number of the shareholders to attend, the Company schedules the Annual General Meeting of Shareholders on off-peak days when meetings of many other companies are not concentrated.
Allowing Electronic Exercise of Voting Rights	A system for executing voting rights through the Internet has been in place since 2019 (the 33rd Annual General Meeting of Shareholders).
Participation in Electronic Voting Platform	The Company has used the Voting Platform for institutional and other investors since 2019 (the 33rd Annual General Meeting of Shareholders).
Providing Convocation Notice in English	The Company prepares an English translation of the full text of its Notice of Annual General Meeting of Shareholders.
Initiatives to promote understanding	At the Annual General Meeting of Shareholders, the Company uses video footage to report on its operations to help shareholders better understand the results of operations and the status of its businesses. The chairman of the meeting introduces the Company's medium- to long-term business strategies in addition to reporting on legally mandated items. Moreover, the Notice of volume of information to be used in exercising their voting rights. To facilitate easy reading, the information in the notice is illustrated with charts and color photographs.
Disclosure of voting results	The voting results for proposals at the General Meeting of Shareholders are posted in an Extraordinary Report on EDINET and posted on the Company's website in both Japanese and English.
Distribution via the Internet	The Company provides live webcasts of the Annual General Meeting of Shareholders on its website. The footage is also available on the website after the meeting.