The 37th Annual General Meeting of Shareholders | About Us

Notice

Date and Time	June 20, 2023 10:00am (JST)
Venue	Hall A, Tokyo International Forum, 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo
Agenda of the Meeting	Matters for reporting Business Report, Consolidated Financial Statements for FY2022 (April 1, 2022 to March 31, 2023) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2022 (April 1, 2022 to March 31, 2023) Matters for approval Proposal 1: Partial Amendment to the Articles of Incorporation Proposal 2: Election of Eleven Board Directors Proposal 3: Election of Three Audit & Supervisory Board Members Proposal 4: Election of One Substitute Audit & Supervisory Board Member

Date and Time

June 20, 2023 10:00am (JST)

Venue

Hall A, Tokyo International Forum, 5-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo

Agenda of the Meeting

Matters for reporting

Business Report, Consolidated Financial Statements for FY2022 (April 1, 2022 to March 31, 2023) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2022 (April 1, 2022 to March 31, 2023)

Matters for approval

Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of Eleven Board Directors
Proposal 3: Election of Three Audit & Supervisory Board Members
Proposal 4: Election of One Substitute Audit & Supervisory Board Member

Notice of resolutions

Matters for reporting and approval

Matters for reporting	Business Report, Consolidated Financial Statements for FY2022 (April 1, 2022 to March 31, 2023) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-consolidated Financial Statements for FY2022 (April 1, 2022 to March 31, 2023) The particulars of the above were reported.
Matters for approval	Proposal 1: Partial Amendment to the Articles of Incorporation This proposal was approved and adopted. The Company envisages next-generation digital services utilizing AI to make people's lives richer and more convenient, and has positioned the building of next-generation social infrastructure to support these services as the vision for increasing its corporate value over the medium and long term. The Company made a partial amendment to its Articles of Incorporation with a view to issuing Bond-Type Class Shares, which will contribute to this vision. Proposal 2: Election of Eleven Board Directors This proposal was approved and adopted. Mses. Kyoko Uemura and Naomi Koshi and Messrs. Ken Miyauchi, Junichi Miyakawa, Jun Shimba, Yasuyuki Imai, Kazuhiko Fujihara, Masayoshi Son, Atsushi Horiba, Takehiro Kamigama and Kazuaki Oki were elected and each of them assumed the office. Proposal 3: Election of Three Audit & Supervisory Board Members This proposal was approved and adopted. Ms. Kazuko Kimiwada and Messrs. Eiji Shimagami and Shuji Kojima were elected and she assumed the office. Proposal 4: Election of One Substitute Audit & Supervisory Board Member This proposal was approved and adopted. Mr. Yasuhiro Nakajima was elected.

Matters for reporting

Business Report, Consolidated Financial Statements for FY2022 (April 1, 2022 to March 31, 2023) and results of audits of Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
Non-consolidated Financial Statements for FY2022 (April 1, 2022 to March 31, 2023)

The particulars of the above were reported.

Matters for approval

Proposal 1: Partial Amendment to the Articles of Incorporation

This proposal was approved and adopted.
The Company envisages next-generation digital services utilizing AI to make people's lives richer and more convenient, and has positioned the building of next-generation social infrastructure to support these services as the vision for increasing its corporate value over the medium and long term. The Company made a partial amendment to its Articles of Incorporation with a view to issuing Bond-Type Class Shares, which will contribute to this vision.

Proposal 2: Election of Eleven Board Directors

This proposal was approved and adopted. Mses. Kyoko Uemura and Naomi Koshi and Messrs. Ken Miyauchi, Junichi Miyakawa, Jun Shimba, Yasuyuki Imai, Kazuhiko Fujihara, Masayoshi Son, Atsushi Horiba, Takehiro Kamigama and Kazuaki Oki were elected and each of them assumed the office.

Proposal 3: Election of Three Audit & Supervisory Board Members

This proposal was approved and adopted. Ms. Kazuko Kimiwada and Messrs. Eiji Shimagami and Shuji Kojima were elected and she assumed the office.

Proposal 4: Election of One Substitute Audit & Supervisory Board Member

This proposal was approved and adopted. Mr. Yasuhiro Nakajima was elected.

Voting results

Matter resolved		Number of votes for proposal	Number of votes against proposal	Number of abstentions	Require-ments for approval	Voting results and ratio of voting for proposal (%)
Proposal 1: Partial Amendment to the Articles of Incorporation		37,585,761	93,796	677	*1	Approved	98.28
Proposal 2: Election of Thirteen Board Directors	Ken Miyauchi	31,732,148	5,765,357	183,909	*2	Approved	82.98
	Junichi Miyakawa	29,123,552	8,373,950	183,909		Approved	76.15
	Jun Shimba	31,417,638	6,079,875	183,909		Approved	82.15
	Yasuyuki Imai	31,416,263	6,081,250	183,909		Approved	82.15
	Kazuhiko Fujihara	34,869,046	2,628,466	183,909		Approved	91.18
	Masayoshi Son	34,880,400	2,617,113	183,909		Approved	91.21
	Atsushi Horiba	34,436,832	3,243,370	1,213		Approved	90.05
	Takehiro Kamigama	35,330,820	2,349,394	1,213		Approved	92.39
	Kazuaki Oki	35,356,477	2,320,398	4,554		Approved	92.45
	Kyoko Uemura	35,429,329	2,250,887	1,213		Approved	92.64
	Naomi Koshi	35,396,771	2,283,445	1,213		Approved	92.56
Proposal 3: Election of Three Audit & Supervisory Board Members	Eiji Shimagami	36,702,916	976,775	788	*2	Approved	95.98
	Shuji Kojima	33,621,170	4,058,511	788		Approved	87.92
	Kazuko Kimiwada	36,240,351	1,439,333	788		Approved	94.77
Proposal 4: Election of One Substitute Audit & Supervisory Board Member	Yasuhiro Nakajima	36,614,809	1,066,070	671	*2	Approved	95.74

[Notes]

*1
Approval of two-thirds or more of the voting rights of the shareholders present at the meeting at which shareholders holding one-third or more of voting rights of the shareholders entitled to vote shall be present.
*2
Approval of a majority of the votes of the shareholders present at the meeting at which shareholders holding one-third or more of votes of the shareholders entitled to vote shall be present.

Operation etc.

Status of Measures to Vitalize the General Meeting of Shareholders and Enable Smooth Exercise of Voting Rights

Early Notification of General Meeting of Shareholders	The Company delivered the Notice for the 37th Annual General Meeting of Shareholders held on June 20, 2023 on the statutory date, and posted it on its website four business days before the delivery.
Scheduling General Meeting of Shareholders Avoiding the Peak Day	To allow a greater number of the shareholders to attend, the Company schedules the Annual General Meeting of Shareholders on off-peak days when meetings of many other companies are not concentrated.
Allowing Electronic Exercise of Voting Rights	A system for executing voting rights through the Internet has been in place since 2019 (the 33rd Annual General Meeting of Shareholders).
Participation in Electronic Voting Platform	The Company has used the Voting Platform for institutional and other investors since 2019 (the 33rd Annual General Meeting of Shareholders).
Providing Convocation Notice in English	The Company prepares an English translation of the full text of its Notice of Annual General Meeting of Shareholders.
Initiatives to promote understanding	At the Annual General Meeting of Shareholders, the Company uses video footage to report on its operations to help shareholders better understand the results of operations and the status of its businesses. The chairman of the meeting introduces the Company's medium- to long-term business strategies in addition to reporting on legally mandated items. Moreover, the Notice of volume of information to be used in exercising their voting rights. To facilitate easy reading, the information in the notice is illustrated with charts and color photographs.
Disclosure of voting results	The voting results for proposals at the General Meeting of Shareholders are posted in an Extraordinary Report on EDINET and posted on the Company's website in both Japanese and English.
Distribution via the Internet	The Company provides live webcasts of the Annual General Meeting of Shareholders on its website. The footage is also available on the website after the meeting.