General Meeting of Shareholders

The 96th Ordinary General Meeting of Shareholders

Notice of General Meeting

Date

10 a.m., Friday, June 19, 2020

Place

OSAKA Headquarters

Objectives of the Meeting

Reports

  1. The Business Report, the Consolidated Financial Statements and the report of the audit of the Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board for the 96th Fiscal Term (from April 1, 2019 to March 31, 2020).
  2. The Non-Consolidated Financial Statements for the 96th Fiscal Term (from April 1, 2019 to March 31, 2020).

Agenda

Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member

Presentations and Resolutions

Presentations
  1. We reported the Business Report, the Consolidated Financial Statements and the report of the audit of the Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board for the 96th Fiscal Term (from April 1, 2019 to March 31, 2020).
  2. We reported the Non-Consolidated Financial Statements for the 96th Fiscal Term (from April 1, 2019 to March 31, 2020).
Resolutions

Proposal No. 1: Appropriation of Surplus
Proposal No. 1 was approved and passed in its original form, with term-end dividend of ¥ 42.5 per share.

Proposal No. 2: Election of Ten (10) Directors
Proposal No. 2 was approved and passed in its original form. Ten (10) directors (Masahiro Okafuji, Yoshihisa Suzuki, Tomofumi Yoshida, Yuji Fukuda, Fumihiko Kobayashi, Tsuyoshi Hachimura, Atsuko Muraki, Harufumi Mochizuki, Masatoshi Kawana and Makiko Nakamori) were re-elected and reappointed as directors as of June 19, 2020. Directors Atsuko Muraki,Harufumi Mochizuki, Masatoshi Kawana and Makiko Nakamori are outside directors.

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
Proposal No. 3 was approved and passed in its original form. Makoto Kyoda was newly elected and took office as an audit & supervisory board member as of June 19, 2020.

Measures to Revitalize the General Meeting of Shareholders and Facilitate of Exercise of Voting

Prompt Delivery of Convocation Notice of General Meeting of Shareholders

Sent approximately three weeks before the General Meeting of Shareholders.

Setting Date of General Meeting of Shareholders to Avoid Being Held on the Same Day as Many Other Companies

Held on a day other than the day on which the largest number of companies held their meetings.

Exercise of Voting Rights by Electromagnetic Means

In order to promote the exercise of voting rights by individual shareholders, the exercise of voting rights by electronic means (excluding mobile phones) has been available since the Ordinary General Meeting of Shareholders held in June 2005.

Participation in Platform for Exercise of Voting Rights by Electromagnetic Means and Other Measures to Enhance Environment for Exercise of Voting Rights by Institutional Investors

The “Voting Rights Electronic Exercise Platform” operated by ICJ Co., Ltd., has been used since the Ordinary General Meeting of Shareholders held in June 2008.

Providing Convocation Notice (Summary) in English

An English version of the entire convocation notice, including Business Report, has been prepared and posted on the Company’s Web site and on TDnet since the Ordinary General Meeting of Shareholders held in June 2010.

Other

In order to improve convenience for shareholders and ensure sufficient time for considering proposals, the convocation notices have been made available via electronic means since the Ordinary General Meeting of Shareholders held in June 2005. Furthermore, since the Ordinary General Meeting of Shareholders held in June 2015, the Company has posted its convocation notice on its website and on TDnet before posting the notice to shareholders.

Articles of Incorporation