Shareholders' Meetings
Latest Update : July 18, 2023
Year 2023
The 77th Ordinary General Meeting of Shareholders
| Time | June 29 (Thursday), 2023, Beginning at 10:00 a.m. |
|---|---|
| Place | Convention Hall Asama Karuizawa Prince Hotel West Karuizawa, Karuizawa-machi, Kitasaku-gun, Nagano Prefecture |
| Materials |
(Video of the briefing on items on the agenda with English subtitles: approx. 11 min.) |
To report on:
- The Business Report and the Consolidated Financial Statements for the 77th fiscal year (April 1, 2022 to March 31, 2023), and the Audit Report on the Consolidated Financial Statements by the Independent Auditors and the Audit & Supervisory Board were reported at the Meeting.
- The Non-Consolidated Financial Statements for the 77th fiscal year (April 1, 2022 to March 31, 2023) were reported at the Meeting.
To vote on:
First Proposal: Appropriation of Surplus
The first proposal was approved as originally proposed, and it was resolved that the amount of the year-end dividends of the 77th business period would be 20 yen per share.
Second Proposal: Election of Twelve (12) Directors
With respect to this proposal, the following twelve (12) Directors were elected as originally proposed and have assumed office:
Messrs. Yoshihisa Kainuma, Shigeru Moribe, Katsuhiko Yoshida, Ryozo Iwaya, Shigeru None, Satoshi Mizuma (newly elected) and Katsutoshi Suzuki (newly elected), Mses. Yuko Miyazaki, Atsuko Matsumura and Yuko Haga, and Messrs. Hirofumi Katase and Takashi Matsuoka.
Mses. Yuko Miyazaki, Atsuko Matsumura and Yuko Haga, and Messrs. Hirofumi Katase and Takashi Matsuoka are Outside Directors.
Third Proposal: Election of Three (3) Audit & Supervisory Board Members
With respect to this proposal, the following three (3) Audit & Supervisory Board Members were elected as originally proposed and have assumed office:
Messrs. Masahiro Tsukagoshi (newly elected), Hiroshi Yamamoto (newly elected) and Makoto Hoshino.
Messrs. Hiroshi Yamamoto and Makoto Hoshino are Outside Audit & Supervisory Board Members.
Results of Exercise of Voting Rights
| Agenda item | Number of votes for proposal | Number of votes against proposal | Number of abstentions | Voting Results and ratio of voting for proposal(*1) |
|---|---|---|---|---|
| First Proposal: Appropriation of Surplus |
3,701,063 | 1,302 | 1 | Approved (99.91%) |
| Second Proposal: Election of Twelve (12) Directors |
||||
| Yoshihisa Kainuma | 3,508,638 | 190,267 | 3,493 | Approved (94.72%) |
| Shigeru Moribe | 3,528,394 | 170,512 | 3,493 | Approved (95.25%) |
| Katsuhiko Yoshida | 3,574,036 | 124,865 | 3,493 | Approved (96.48%) |
| Ryozo Iwaya | 3,586,846 | 112,060 | 3,493 | Approved (96.83%) |
| Shigeru None | 3,586,866 | 112,040 | 3,493 | Approved (96.83%) |
| Satoshi Mizuma | 3,586,161 | 112,745 | 3,493 | Approved (96.81%) |
| Katsutoshi Suzuki | 3,586,639 | 112,267 | 3,493 | Approved (96.82%) |
| Yuko Miyazaki | 3,660,381 | 41,999 | 22 | Approved (98.81%) |
| Atsuko Matsumura | 3,661,321 | 41,059 | 22 | Approved (98.84%) |
| Yuko Haga | 3,661,417 | 40,963 | 22 | Approved (98.84%) |
| Hirofumi Katase | 3,645,836 | 56,544 | 22 | Approved (98.42%) |
| Takashi Matsuoka | 2,401,861 | 1,297,037 | 3,493 | Approved (64.84%) |
| Third Proposal: Election of Three (3) Audit & Supervisory Board Members | ||||
| Masahiro Tsukagoshi | 3,669,530 | 31,990 | 793 | Approved (99.06%) |
| Hiroshi Yamamoto | 3,700,886 | 1,428 | 1 | Approved (99.91%) |
| Makoto Hoshino | 3,700,988 | 1,326 | 1 | Approved (99.91%) |
| Agenda Item No.1: | Resolution shall be approved by more than half of the voting rights represented at the shareholder meeting. |
|---|---|
| Agenda Item No.2 and No.3: | Resolution shall be approved at the shareholder meeting with a quorum of one-third (1/3) of the voting rights of all shareholders with exercisable voting rights and by a vote of more than half of the voting rights represented thereat. |
(*1)
The ratio of voting for proposal is calculated by adding to the denominator the number of voting rights of all shareholders present at the day of the shareholder meeting as of the close of the meeting.
Notes regarding the calculation of the number of votes exercised by certain of the shareholders at the meeting
All agenda items respectively met the requirements for approval properly, in accordance with the Japanese Company Law, by the sum of the votes exercised up to the day prior to the meeting, plus the number of votes exercised by certain of the shareholders present at the meeting, who could be confirmed with votes for, against or abstaining on each proposal. Consequently, we did not calculate the number of votes for, against or abstaining with respect to shareholders present at the meeting, with the exception of those by aforementioned certain shareholders.
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