The 39th Annual General Meeting of Shareholders | About Us

Notice

Date and Time	June 26, 2025 10:00am (JST)
Venue	Hall A, Tokyo International Forum, 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo
Agenda of the Meeting	Matters for reporting Business Report, Consolidated Financial Statements for FY2024 (April 1, 2024 to March 31, 2025) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2024 (April 1, 2024 to March 31, 2025) Matters for approval Proposal 1: Election of Eleven Board Directors ~~Proposal 2: Election of One Audit & Supervisory Board Member~~ *Withdrawal of a Portion of the Agenda Proposal 3: Election of One Substitute Audit & Supervisory Board Member Proposal 4: Determination of Remuneration for the Board Directors

Date and Time

June 26, 2025 10:00am (JST)

Venue

Hall A, Tokyo International Forum, 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo

Agenda of the Meeting

Matters for reporting

Business Report, Consolidated Financial Statements for FY2024 (April 1, 2024 to March 31, 2025) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2024 (April 1, 2024 to March 31, 2025)

Matters for approval

Proposal 1: Election of Eleven Board Directors
~~Proposal 2: Election of One Audit & Supervisory Board Member~~ *Withdrawal of a Portion of the Agenda
Proposal 3: Election of One Substitute Audit & Supervisory Board Member
Proposal 4: Determination of Remuneration for the Board Directors

Notice of resolutions

Matters for reporting and approval

Matters for reporting	Business Report, Consolidated Financial Statements for FY2024 (April 1, 2024 to March 31, 2025) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2024 (April 1, 2024 to March 31, 2025) The particulars of the above were reported.
Matters for approval	Proposal 1: Election of Eleven Board Directors This proposal was approved and adopted. Yasuyuki Imai, Junichi Miyakawa, Jun Shimba, Kazuhiko Fujihara, Masayoshi Son, Atsushi Horiba, Naomi Koshi, Maki Sakamoto, Hiroko Sasaki, Hideaki Karaki and Akiko Nakajo, were elected and each of them assumed the office. Proposal 2: Election of One Audit & Supervisory Board Member This proposal was withdrawn as stated in the “Notice Concerning Withdrawal of a Portion of the Agenda for the 39th Annual General Meeting of Shareholders” dated June 11, 2025. Proposal 3: Election of One Substitute Audit & Supervisory Board Member This proposal was approved and adopted. Mr. Yasuhiro Nakajima was elected. Proposal 4: Determination of Remuneration for Board Directors This proposal was approved and adopted. The proposal provided for the inclusion of External Directors as grantees of restricted shares as share-based remuneration.

Matters for reporting

Business Report, Consolidated Financial Statements for FY2024 (April 1, 2024 to March 31, 2025) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2024 (April 1, 2024 to March 31, 2025)

The particulars of the above were reported.

Matters for approval

Proposal 1: Election of Eleven Board Directors

This proposal was approved and adopted. Yasuyuki Imai, Junichi Miyakawa, Jun Shimba, Kazuhiko Fujihara, Masayoshi Son, Atsushi Horiba, Naomi Koshi, Maki Sakamoto, Hiroko Sasaki, Hideaki Karaki and Akiko Nakajo, were elected and each of them assumed the office.

Proposal 2: Election of One Audit & Supervisory Board Member

This proposal was withdrawn as stated in the “Notice Concerning Withdrawal of a Portion of the Agenda for the 39th Annual General Meeting of Shareholders” dated June 11, 2025.

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

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

Proposal 4: Determination of Remuneration for Board Directors

This proposal was approved and adopted. The proposal provided for the inclusion of External Directors as grantees of restricted shares as share-based remuneration.

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: Election of Eleven Board Directors	Yasuyuki Imai	371,880,355	2,418,459	24,887	*1	Approved	99.30
	Junichi Miyakawa	371,117,225	3,181,588	24,887		Approved	99.10
	Jun Shimba	373,023,849	1,274,966	24,887		Approved	99.61
	Kazuhiko Fujihara	373,324,326	974,488	24,887		Approved	99.69
	Masayoshi Son	369,744,857	4,553,620	25,216		Approved	98.73
	Atsushi Horiba	365,578,837	8,719,965	24,887		Approved	97.62
	Naomi Koshi	373,047,318	1,251,496	24,887		Approved	99.61
	Maki Sakamoto	373,431,052	867,763	24,887		Approved	99.71
	Hiroko Sasaki	373,051,897	1,246,917	24,887		Approved	99.61
	Hideaki Karaki	373,844,896	453,919	24,887		Approved	99.82
	Akiko Nakajo	373,817,656	481,159	24,887		Approved	99.82
Proposal 3: One Substitute Audit & Supervisory Board Member	Yasuhiro Nakajima	373,899,532	410,865	24,717	*1	Approved	99.84
Proposal 4: Determination of Remuneration for the Board Directors		347,387,155	26,525,994	422,800	*2	Approved	92.76

[Notes]

*1
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.
*2
Approval of a majority of the votes of the shareholders present at the meeting.

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 39th Annual General Meeting of Shareholders held on June 26, 2025 on the statutory date, and posted it on its website seven 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.