General Meeting of Shareholders

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.

The 95th Ordinary General Meeting of Shareholders

Notice of General Meeting

Notice of The 95th Ordinary General Meeting of Shareholders (750KB)
Items Disclosed on the Internet Concerning Notice of The 95th Ordinary General Meeting of Shareholders (255KB)

Date	10 a.m., Friday, June 21, 2019
Place	The HŌ Banquet Hall (2F), Hotel New Otani Osaka 4-1, Shiromi 1-chome, Chuo-ku, Osaka
Objectives of the Meeting	Reports 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 95th Fiscal Term (from April 1, 2018 to March 31, 2019) will be reported at the meeting. The Non-Consolidated Financial Statements for the 95th Fiscal Term (from April 1, 2018 to March 31, 2019) will be reported at the meeting. 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 Proposal No. 4: Revision of Remuneration Amount for Directors

Date

10 a.m., Friday, June 21, 2019

Place

The HŌ Banquet Hall (2F), Hotel New Otani Osaka
4-1, Shiromi 1-chome, Chuo-ku, Osaka

Objectives of the Meeting

Reports

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 95th Fiscal Term (from April 1, 2018 to March 31, 2019) will be reported at the meeting.
The Non-Consolidated Financial Statements for the 95th Fiscal Term (from April 1, 2018 to March 31, 2019) will be reported at the meeting.

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
Proposal No. 4: Revision of Remuneration Amount for Directors

Presentations and Resolutions

Presentations	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 95th Fiscal Term (from April 1, 2018 to March 31, 2019). We reported the Non-Consolidated Financial Statements for the 95th Fiscal Term (from April 1, 2018 to March 31, 2019).
Resolutions	Proposal No. 1: Appropriation of Surplus Proposal No. 1 was approved and passed in its original form, with term-end dividend of ¥ 46 per share. Proposal No. 2: Election of Ten (10) Directors Proposal No. 2 was approved and passed in its original form. Eight (8) directors (Masahiro Okafuji, Yoshihisa Suzuki, Tomofumi Yoshida, Fumihiko Kobayashi, Tsuyoshi Hachimura, Atsuko Muraki, Harufumi Mochizuki and Masatoshi Kawana) were re-elected and reappointed as directors as of June 21, 2019 and two (2) directors (Yuji Fukuda and Makiko Nakamori) were newly elected and took office as directors as of June 21, 2019. 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. Kentaro Uryu was re-elected and reappointed as an audit & supervisory board member as of June 21, 2019 and an audit & supervisory board member Kentaro Uryu is an outside audit & supervisory board member. Proposal No. 4: Revision of Remuneration Amount for Directors Proposal No. 4 was approved and passed in its original form. We set the remuneration for directors within ¥ 0.8 billion annually (of which, the amount for outside directors is within ¥ 0.1 billion annually), and separately from the remuneration amount above, we set an amount of ¥ 2 billion annually for bonuses paid to directors (excluding outside directors) depending on the business performance.

Presentations

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 95th Fiscal Term (from April 1, 2018 to March 31, 2019).
We reported the Non-Consolidated Financial Statements for the 95th Fiscal Term (from April 1, 2018 to March 31, 2019).

Resolutions

Proposal No. 1: Appropriation of Surplus
Proposal No. 1 was approved and passed in its original form, with term-end dividend of ¥ 46 per share.

Proposal No. 2: Election of Ten (10) Directors
Proposal No. 2 was approved and passed in its original form. Eight (8) directors (Masahiro Okafuji, Yoshihisa Suzuki, Tomofumi Yoshida, Fumihiko Kobayashi, Tsuyoshi Hachimura, Atsuko Muraki, Harufumi Mochizuki and Masatoshi Kawana) were re-elected and reappointed as directors as of June 21, 2019 and two (2) directors (Yuji Fukuda and Makiko Nakamori) were newly elected and took office as directors as of June 21, 2019. 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. Kentaro Uryu was re-elected and reappointed as an audit & supervisory board member as of June 21, 2019 and an audit & supervisory board member Kentaro Uryu is an outside audit & supervisory board member.

Proposal No. 4: Revision of Remuneration Amount for Directors
Proposal No. 4 was approved and passed in its original form. We set the remuneration for directors within ¥ 0.8 billion annually (of which, the amount for outside directors is within ¥ 0.1 billion annually), and separately from the remuneration amount above, we set an amount of ¥ 2 billion annually for bonuses paid to directors (excluding outside directors) depending on the business performance.

Articles of Incorporation

Articles of Incorporation (389KB)

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