General Meeting of Shareholders

The 100th Ordinary General Meeting of Shareholders

Date

10 a.m., Friday, June 21, 2024
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 100th Fiscal Term (from April １, 2023 to March 31,2024).
  2. We reported the Non-Consolidated Financial Statements for the 100th Fiscal Term (from April １, 2023 to March 31, 2024).

Resolutions

Proposal No.１: Appropriation of Surplus
Proposal No.１ was approved and passed in its original form, with a term-end dividend of ￥80 per share.
Proposal No.２: Election of Eleven （11） 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 21, 2024 and Kenji Seto was newly elected and took office as a director as of June 21, 2024. Directors Masatoshi Kawana, Makiko Nakamori, Kunio Ishizuka and Akiko Ito 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 re-elected and reappointed as an audit & supervisory board member as of June 21, 2024.
Proposal No.４: Introduction of a New Performance-Linked Stock Remuneration Plan for Directors, etc.
Proposal No.４ was approved and passed in its original form. The introduction of a new performance-linked stock remuneration plan for Directors, Executive Officers and Senior Operating Officers（excluding non-residents of Japan) was decided.

(Reference) Members of the Board, Audit & Supervisory Board Members, and Executive Officers as of June 21, 2024 is as follows.

Notice of General Meeting

Notice of the Results of the Exercise of Voting Rights

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