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 93rd Ordinary General Meeting of Shareholders

Notice of General Meeting

Date

10 a.m., Friday, June 23, 2017

Place

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

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 the Board of Corporate Auditors for the 93rd Fiscal Term (from April 1, 2016 to March 31, 2017) will be reported at the meeting.
  2. The Non-Consolidated Financial Statements for the 93rd Fiscal Term (from April 1, 2016 to March 31, 2017) will be reported at the meeting.

Agenda

Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Proposed Amendments to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: Election of Two (2) Corporate Auditors

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 the Board of Corporate Auditors for the 93rd Fiscal Term (from April 1, 2016 to March 31, 2017).
  2. We reported the Non-Consolidated Financial Statements for the 93rd Fiscal Term (from April 1, 2016 to March 31, 2017).
Resolutions

Proposal No. 1: Appropriation of Surplus
Proposal No. 1 was approved and passed in its original form, with term-end dividend of ¥27.5 per share.

Proposal No. 2: Proposed Amendments to the Articles of Incorporation
Proposal No. 2 was approved and passed in its original form. We partly amended the description of business related to insurance in Article 2 (Purpose) of the Articles of Incorporation.

Proposal No. 3: Election of Nine (9) Directors
Proposal No. 3 was approved and passed in its original form. Eight (8) directors (Masahiro Okafuji, Hitoshi Okamoto, Yoshihisa Suzuki, Fumihiko Kobayashi, Tsuyoshi Hachimura, Ichiro Fujisaki, Chikara Kawakita and Atsuko Muraki) were reelected and reappointed as directors as of June 23, 2017 and one (1) director (Harufumi Mochizuki) was newly elected and took office as a director as of June 23, 2017. Directors Ichiro Fujisaki, Chikara Kawakita, Atsuko Muraki and Harufumi Mochizuki are outside directors.

Proposal No. 4: Election of Two (2) Corporate Auditors
Proposal No. 4 was approved and passed in its original form. Shingo Majima was reelected and reappointed as a corporate auditor as of June 23, 2017 and Kotaro Ohno was newly elected and took office as a corporate auditor as of June 23, 2017. Corporate auditors Shingo Majima and Kotaro Ohno are outside corporate auditors.

Articles of Incorporation