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(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 28, 2014

Results of Exercise of Voting Rights at
the 175th Annual General Meeting of Shareholders

Please be advised as below the results of exercise of voting rights at the 175th Annual General Meeting of Shareholders held on March 27, 2014 (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:
      ¥18 per share of the Company’s common shares Total amount: ¥16,728,130,170
    • (2) Effective date of payment of dividend:
      March 28, 2014
  • 2. Matters concerning other appropriation of surplus:
    • (1) Account title of increased surplus and the amount thereof:
      General reserve:¥54,000,000,000
    • (2) Account title of decreased surplus and the amount thereof:
      Retained earnings carried forward:¥54,000,000,000
Proposal No. 2: Election of seven (7) Directors
To elect the following seven (7) persons as Directors: Senji Miyake, Hirotake Kobayashi, Hajime Nakajima, Keisuke Nishimura, Akihiro Ito, Shigemitsu Miki and Toshio Arima
Proposal No. 3: Election of two (2) Audit & Supervisory Board Members
To elect the following two (2) persons as Audit & Supervisory Board Members: Masahito Suzuki and Fukutaka Hashimoto
Proposal No. 4: Payment of bonuses to Directors and Audit & Supervisory Board Members
To pay bonuses of ¥122.49 million in total to eight (8) Directors who held office as of the end of the 175th fiscal year under review (of which, bonuses to two (2) Outside Directors are ¥2.00 million in total) and bonuses of ¥14.82 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 ¥3.00 million in total).

(2)Number of voting rights exercised as the manifestation of intention of approval, disapproval or abstention for the matters resolved, and the requirements for adoption and voting results thereof

Matters resolved: Number of approval votes Number of disapproval votes Number of abstention Voting results
Ratio of approval votes Adopted/
Not adopted
Proposal No. 1
Appropriation of surplus
645,513 414 782 96.74 Adopted
Proposal No. 2
Election of seven (7) Directors
  Senji Miyake 628,775 17,114 780 94.23 Adopted
Hirotake Kobayashi 640,484 5,010 1,178 95.98 Adopted
Hajime Nakajima 640,499 4,994 1,178 95.99 Adopted
Keisuke Nishimura 640,505 4,989 1,177 95.99 Adopted
Akihiro Ito 640,324 5,170 1,177 95.96 Adopted
Shigemitsu Miki 629,184 16,707 781 94.29 Adopted
Toshio Arima 642,601 3,291 781 96.30 Adopted
Proposal No. 3
Election of two (2) Audit & Supervisory Board Members
  Masahito Suzuki 636,910 8,980 780 95.45 Adopted
Fukutaka Hashimoto 645,239 652 780 96.70 Adopted
Proposal No. 4
Payment of bonuses to Directors and Audit & Supervisory Board Members
627,246 18,679 781 94.00 Adopted
(Notes) 1. The total number of voting rights of the shareholders eligible to exercise voting rights was 918,107.
2. The requirements for adoption for each matter resolved were as follows:
  Proposal Nos. 1 and 4 Approval by a majority of voting rights of the shareholders who are eligible to exercise voting rights and present at the Meeting
Proposal Nos. 2 and 3 Attendance of shareholders who hold at least one-third of voting rights of the shareholders eligible to exercise voting rights, and approval by a majority of the voting rights of such shareholders

(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 as the manifestation of intention of approval, disapproval or abstention

By taking into account the 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, all the matters resolved satisfied the requirements for adoption and the resolutions were legally reached in compliance with the Corporate Law. Therefore, the number of voting rights of the shareholders present at the Meeting whose intention of approval, disapproval or abstention was not confirmed was not included in the calculation.

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