(Notes)
- 1.This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
- 2.“Audit & Supervisory Board Member(s)” and “Audit & Supervisory Board” described herein mean “Kansayaku” and “Kansayaku-kai” stipulated in the Japanese Companies Act respectively.
March 30, 2015
Results of Exercise of Voting Rights at
the 176th Annual General Meeting of Shareholders
Please be advised as below the results of exercise of voting rights at the 176th Annual General Meeting of Shareholders held on March 27, 2015 (the “Meeting”).
Description
(1)Details of matters resolved
- Proposal No. 1: Appropriation of surplus
-
- 1. Matters regarding Year-end dividend:
- (1) Matters related to the allocation of the dividend property to shareholders and the total amount thereof:
¥19 per share of the Company’s common shares Total amount: ¥17,338,410,309 - (2) Effective date of payment of dividend:
March 30, 2015
- (1) Matters related to the allocation of the dividend property to shareholders and the total amount thereof:
- 2. Matters concerning other appropriation of surplus:
- (1) Increased surplus item and the amount thereof:
Retained earnings carried forward:¥73,000,000,000 - (2) Decreased surplus item and the amount thereof:
General reserve:¥73,000,000,000
- (1) Increased surplus item and the amount thereof:
- 1. Matters regarding Year-end dividend:
- Proposal No. 2: Election of nine (9) Directors
- To elect the following nine (9) persons as Directors: Senji Miyake, Yoshinori Isozaki , Keisuke Nishimura, Akihiro Ito, Junichi Nonaka, Toshiya Miyoshi, Shigemitsu Miki, Toshio Arima and Shoshi Arakawa
- Proposal No. 3: Election of two (2) Audit & Supervisory Board Members
- To elect the following two (2) persons as Audit & Supervisory Board Members: Motoyasu Ishihara and Masakatsu Mori
- Proposal No. 4: Payment of bonuses to Directors and Audit & Supervisory Board Members
- To pay bonuses of ¥86.81 million in total to seven (7) Directors who held office as of the end of the 176th fiscal year under review (of which, bonuses to two (2) Outside Directors are ¥2.0 million in total) and bonuses of ¥9.44 million in total to five (5) Audit & Supervisory Board Members who held office as of the end of the fiscal year under review (of which, bonuses to three (3) Outside Audit & Supervisory Board Members are ¥3.0 million in total).
(2)Number of voting rights exercised indicating the intention of “affirmative votes”, “negative votes” or “abstentions” for each proposal, the requirements for approval and voting results thereof
Proposal: | Number of affirmative votes | Number of negative votes | Number of abstentions | Voting results | ||
Ratio of affirmative votes | Approved/ Disapproved |
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Proposal No. 1 Appropriation of surplus |
6,603,569 | 7,745 | 17,127 | 94.77 | Approved | |
Proposal No. 2 Election of nine (9) Directors |
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Senji Miyake | 5,453,279 | 1,164,204 | 10,614 | 78.26 | Approved | |
Yoshinori Isozaki | 5,496,992 | 1,120,491 | 10,614 | 78.89 | Approved | |
Keisuke Nishimura | 6,529,498 | 84,095 | 14,506 | 93.70 | Approved | |
Akihiro Ito | 6,530,050 | 83,543 | 14,506 | 93.71 | Approved | |
Junichi Nonaka | 6,529,684 | 83,909 | 14,506 | 93.71 | Approved | |
Toshiya Miyoshi | 6,529,927 | 83,666 | 14,506 | 93.71 | Approved | |
Shigemitsu Miki | 6,341,321 | 278,915 | 7,866 | 91.00 | Approved | |
Toshio Arima | 6,548,809 | 71,424 | 7,870 | 93.98 | Approved | |
Shoshi Arakawa | 6,563,646 | 56,589 | 7,870 | 94.19 | Approved | |
Proposal No. 3 Election of two (2) Audit & Supervisory Board Members |
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Motoyasu Ishihara | 6,534,421 | 86,123 | 7,868 | 93.77 | Approved | |
Masakatsu Mori | 6,610,325 | 10,218 | 7,872 | 94.86 | Approved | |
Proposal No. 4 Payment of bonuses to Directors and Audit & Supervisory Board Members |
6,377,282 | 243,269 | 8,027 | 91.52 | Approved |
(Notes) 1. The total number of voting rights of the shareholders eligible to exercise voting rights was 9,108,044. | ||
2. The requirements for approval for each matter resolved were as follows: | ||
Proposal Nos. 1 and 4 | Approval by a majority vote of the shareholders who are present at the Meeting and eligible to exercise voting rights | |
Proposal Nos. 2 and 3 | Approval by a majority vote of the shareholders present at the Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are eligible to exercise voting rights |
(3)Reason why a portion of the number of voting rights of the shareholders present at the Meeting was not included in the number of voting rights exercised indicating the intention of “affirmative votes”, “negative votes” or abstentions
The aggregated number of voting rights exercised prior to the Meeting using the Voting Rights Exercise Form or via the Internet and so on and the number of voting rights of the shareholders present at the Meeting whose intention of approval was confirmed, were sufficient to meet the requirements to approve each proposal in accordance with the Corporate Law. Accordingly, the number of voting rights of the shareholders present at the Meeting whose intention of approval, disapproval or abstention could not be confirmed were not counted.