Shareholders' Meetings
Latest Update : July 5, 2024
Year 2024
The 78th Ordinary General Meeting of Shareholders
| Time | June 27 (Thursday), 2024, Beginning at 10:00 a.m. |
|---|---|
| Place | Convention Hall Asama Karuizawa Prince Hotel West 1016-87, Oaza Karuizawa, Karuizawa, Karuizawa-machi, Kitasaku-gun, Nagano Prefecture |
| Materials |
(Video of the briefing on items on the agenda with English subtitles: approx. 10 min.) |
To report on:
- 1) The Business Report and the Consolidated Financial Statements for the 78th fiscal year (April 1, 2023 to March 31, 2024), and the Audit Report on the Consolidated Financial Statements by the Independent Auditors and the Audit & Supervisory Board were reported at the Meeting.
- 2) The Non-Consolidated Financial Statements for the 78th fiscal year (April 1, 2023 to March 31, 2024) 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 78th business period would be 20 yen per share.
Second Proposal: Partial Amendments to the Articles of Incorporation
The second proposal was approved as originally proposed.
Third 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, Katsutoshi Suzuki and Takashi Matsuoka, Mses. Yuko Miyazaki, Atsuko Matsumura and Yuko Haga, and Mr. Hirofumi Katase.
Mses. Yuko Miyazaki, Atsuko Matsumura and Yuko Haga, and Mr. Hirofumi Katase are Outside Directors.
Fourth Proposal: Partial Amendments and Continuation of Performance-Linked Stock Compensation System for Directors
The fourth proposal was approved as originally proposed.
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 | 3,665,949 | 1,286 | 267 | Approved (99.90%) |
| Second Proposal: Partial Amendments to the Articles of Incorporation | 3,666,532 | 773 | 237 | Approved (99.92%) |
| Third Proposal: Election of Twelve (12) Directors | ||||
| Yoshihisa Kainuma | 3,468,287 | 193,167 | 6080 | Approved (94.51%) |
| Shigeru Moribe | 3,542,831 | 124,439 | 267 | Approved (96.54%) |
| Katsuhiko Yoshida | 3,519,631 | 141,823 | 6080 | Approved (95.91%) |
| Ryozo Iwaya | 3,547,481 | 119,789 | 267 | Approved (96.67%) |
| Shigeru None | 3,547,488 | 119,782 | 267 | Approved (96.67%) |
| Satoshi Mizuma | 3,547,507 | 119,763 | 267 | Approved (96.67%) |
| Katsutoshi Suzuki | 3,547,551 | 119,719 | 267 | Approved (96.67%) |
| Takashi Matsuoka | 3,516,037 | 151,233 | 267 | Approved (95.81%) |
| Yuko Miyazaki | 3,621,550 | 45,723 | 267 | Approved (98.69%) |
| Atsuko Matsumura | 3,622,018 | 45,255 | 267 | Approved (98.70%) |
| Yuko Haga | 3,622,038 | 45,235 | 267 | Approved (98.70%) |
| Hirofumi Katase | 3,621,978 | 45,295 | 267 | Approved (98.70%) |
| Fourth Proposal: Partial Amendments and continuation of performance-linked stock compensation system for directors | 3,664,306 | 3,018 | 237 | Approved (99.85%) |
| Agenda Item No.1 and No.4: | Resolution shall be approved by more than half of the voting rights represented at the shareholder meeting. |
|---|---|
| Agenda Item No.2: | 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 two-third (2/3) of the voting rights represented thereat. |
| Agenda Item 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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