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 94th Ordinary General Meeting of Shareholders

Notice of General Meeting

Date

10 a.m., Friday, June 22, 2018

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 Audit & Supervisory Board for the 94th Fiscal Term (from April 1, 2017 to March 31, 2018) will be reported at the meeting.
  2. The Non-Consolidated Financial Statements for the 94th Fiscal Term (from April 1, 2017 to March 31, 2018) will be reported at the meeting.

Agenda

[Company Proposals ]
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Proposed Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors
Proposal No. 4: Election of One (1) Audit & Supervisory Board Member

[Shareholder Proposals]
Proposal No. 5: Amendments to the Articles of Incorporation (Cancellation of Treasury Stock)
Proposal No. 6: Cancellation of Treasury Stock

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 94th Fiscal Term (from April 1, 2017 to March 31, 2018).
  2. We reported the Non-Consolidated Financial Statements for the 94th Fiscal Term (from April 1, 2017 to March 31, 2018).
Resolutions

[Company Proposals]

Proposal No. 1: Appropriation of Surplus
Proposal No. 1 was approved and passed in its original form, with term-end dividend of ¥38 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 in Article 15. (Chairman of General Meeting of Shareholders) and Article 25. (Executive Officers and Responsible Executive Officers) of the Articles of Incorporation.

Proposal No. 3: Election of Eight (8) Directors
Proposal No. 3 was approved and passed in its original form. Six (6) directors (Masahiro Okafuji, Yoshihisa Suzuki, Fumihiko Kobayashi, Tsuyoshi Hachimura, Atsuko Muraki and Harufumi Mochizuki) were re-elected and reappointed as directors as of June 22, 2018 and two (2) directors (Tomofumi Yoshida and Masatoshi Kawana) were newly elected and took office as directors as of June 22, 2018. Directors Atsuko Muraki, Harufumi Mochizuki and Masatoshi Kawana are outside directors.

Proposal No. 4: Election of One (1) Audit & Supervisory Board Member
Proposal No. 4 was approved and passed in its original form. Shuzaburo Tsuchihashi was newly elected and took office as an audit & supervisory board member as of June 22, 2018.

[Shareholder Proposals]

Proposal No. 5: Amendments to the Articles of Incorporation (Cancellation of Treasury Stock)
Proposal No. 5 was rejected.

Proposal No. 6: Cancellation of Treasury Stock
Proposal No. 6 was going to be put forth on the condition that Proposal No. 5 was approved and passed. As Proposal No. 5 was rejected, Cancellation of Treasury Stock was not put forth as a proposal.

Articles of Incorporation