General Meeting of Shareholders

The 101st Ordinary General Meeting of Shareholders

Date

10 a.m., Friday, June 20, 2025
Place

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

The presentations and resolutions approved as follows.

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 101st Fiscal Term (from April １, 2024 to March 31,2025).
  2. We reported the Non-Consolidated Financial Statements for the 101st Fiscal Term (from April １, 2024 to March 31, 2025).

Resolutions:

Proposal No. 1: Appropriation of Surplus
Proposal No.１ was approved and passed in its original form, with a term-end dividend of ￥100 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, Keita Ishii, Fumihiko Kobayashi, Tsuyoshi Hachimura, Hiroyuki Tsubai, Hiroyuki Naka, Masatoshi Kawana, Makiko Nakamori, Kunio Ishizuka and Akiko Ito.) were re-elected and reappointed as directors as of June 20, 2025.
Directors Masatoshi Kawana, Makiko Nakamori, Kunio Ishizuka and Akiko Ito are Outside Directors.
Proposal No. 3: Revision of Remuneration Amount, etc. for Directors and Audit & Supervisory Board Members and Introduction of Restricted Stock Remuneration Plan 
Proposal No. 3 was approved and passed in its original form.
The amount of Director bonus (excluding Outside Directors) in alignment with business performance and the stock price was revised to within ￥5.0 billion annually. The amount of monthly remuneration for Directors was revised to within ￥1.1 billion annually (of which the amount for Outside Directors is within ¥0.2 billion annually), and the remuneration for Audit & Supervisory Board Members was revised to within ￥0.4 billion annually.
Furthermore, the BIP Trust Plan under the performance-linked stock remuneration plan was partially revised, and the introduction of Restricted Stock Remuneration Plan for Directors (excluding Outside Directors and non-residents of Japan) was newly decided.

(Reference) Members of the Board, Audit & Supervisory Board Members, and Executive Officers as of June 20, 2025 is as follows.

Notice of General Meeting

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