General Meeting of Shareholders

The 98th Ordinary General Meeting of Shareholders



Notice of General Meeting

Date

10 a.m., Friday, June 24, 2022

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 98th Fiscal Term (from April 1, 2021 to March 31, 2022) will be reported at the meeting.
  2. The Non-Consolidated Financial Statements for the 98th Fiscal Term (from April 1, 2021 to March 31, 2022) 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 Ten (10) Directors
Proposal No. 4: Election of One (1) Audit & Supervisory Board Member
Proposal No. 5: Revision of Remuneration Amount for Directors
Proposal No. 6: Revision of Remuneration Amount for Audit & Supervisory Board Members

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 98th Fiscal Term (from April 1, 2021 to March 31, 2022).
  2. We reported the Non-Consolidated Financial Statements for the 98th Fiscal Term (from April 1, 2021 to March 31, 2022).
Resolutions

Proposal No. 1: Appropriation of Surplus
Proposal No. 1 was approved and passed in its original form, with a term-end dividend of ¥ 63 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 Article 13 (Time and Place of Convocation of General Meeting of Shareholders) of the Articles of Incorporation, deleted Article 16 (Disclosure of Reference Materials for General Meeting of Shareholders, etc. over the Internet and Deemed Provision) and newly established Article 16 (Measures, etc. for Providing Information in Electronic Format).

Proposal No. 3: Election of Ten (10) Directors
Proposal No. 3 was approved and passed in its original form. Eight (8) directors (Masahiro Okafuji, Keita Ishii, Fumihiko Kobayashi, Tsuyoshi Hachimura, Atsuko Muraki, Masatoshi Kawana, Makiko Nakamori and Kunio Ishizuka) were re-elected and reappointed as directors as of June 24, 2022 and two (2) directors (Hiroyuki Tsubai and Hiroyuki Naka) were newly elected and took office as directors as of June 24, 2022. Directors Atsuko Muraki, Masatoshi Kawana, Makiko Nakamori and Kunio Ishizuka are Outside Directors.

Proposal No. 4: AElection of One (1) Audit & Supervisory Board Member
Proposal No. 4 was approved and passed in its original form. Mitsuru Chino was newly elected and took office as an audit & supervisory board member as of June 24, 2022.

Proposal No. 5: Revision of Remuneration Amount for Directors
Proposal No. 5 was approved and passed in its original form. We revised the monthly remuneration for Directors to within ¥1.0 billion annually (¥0.1 billion for Outside Directors), and separately from the above an amount of ¥3.0 billion annually for bonuses paid to Directors (excluding Outside Directors) depending on business performance and stock price.

Proposal No. 6: Revision of Remuneration Amount for Audit & Supervisory Board Members
Proposal No. 6 was approved and passed in its original form. We revised the remuneration for Audit & Supervisory Board Members from a monthly based amount to an annually based amount, and revised it to up to ¥250 million annually.

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