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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 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
  • 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
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
Proposal No. 1
Appropriation of surplus
6,603,569 7,745 17,127 94.77 Approved
Proposal No. 2
Election of nine (9) Directors
  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
  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.


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