General Meeting of Shareholders

The 99th Ordinary General Meeting of Shareholders

Date

10 a.m., Friday, June 23, 2023

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 99th Fiscal Term (from April 1, 2022 to March 31, 2023) will be reported at the meeting.
  2. The Non-Consolidated Financial Statements for the 99th Fiscal Term (from April 1, 2022 to March 31, 2023) 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 Four (4) Audit & Supervisory Board Members

Notice of General Meeting

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 99th Fiscal Term (from April 1, 2022 to March 31, 2023).
  2. We reported the Non-Consolidated Financial Statements for the 99th Fiscal Term (from April 1, 2022 to March 31, 2023).
Resolutions

Proposal No. 1: Appropriation of Surplus
Proposal No. 1 was approved and passed in its original form, with a term-end dividend of ¥ 75 per share.

Proposal No. 2: Election of Ten (10) Directors
Proposal No. 2 was approved and passed in its original form. Nine (9) directors (Masahiro Okafuji, Keita Ishii, Fumihiko Kobayashi, Tsuyoshi Hachimura, Hiroyuki Tsubai, Hiroyuki Naka, Masatoshi Kawana, Makiko Nakamori and Kunio Ishizuka) were re-elected and reappointed as directors as of June 23, 2023 and Akiko Ito was newly elected and took office as a director as of June 23, 2023. Directors Masatoshi Kawana, Makiko Nakamori, Kunio Ishizuka and Akiko Ito are Outside Directors.

Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members
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 23, 2023 and three (3) audit & supervisory board members (Yoshiko Matoba, Tsutomu Fujita and Kumi Kobayashi) were newly elected and took office as audit & supervisory board members as of June 23, 2023. Audit & Supervisory Board Members Kentaro Uryu, Tsutomu Fujita and Kumi Kobayashi are Outside Audit & Supervisory Board Members.

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