Matters reported:
The reports on the business report, non-consolidated financial statements, consolidated financial statements and audit reports on the consolidated financial statements by the Independent Auditors (certified public accountants) and the Audit Committee for the fiscal year ended March 31, 2022 (from April 1, 2021 to March 31, 2022) were made pursuant to the Companies Act of Japan.
Matters acted upon:
1. To partially amend the Articles of Incorporation.
At the Meeting, as proposed, it was approved.
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As the provisions of the Supplementary Provisions of the Act for Partial Amendment to the Companies Act (Act No. 70 of 2019) provided for in Article 1, proviso, of the Supplementary Provisions of the Act will come into force on September 1, 2022, the Corporation proposes that provisions of the Articles of Incorporation be amended as follows:
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(ⅰ) The purpose of the proposed Article 14, Paragraph 1 is to stipulate that the Corporation takes measures to electronically provide the content of the reference materials for the general meeting of shareholders, etc.
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(ⅱ) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of matters in documents to be delivered to shareholders who have made a request for the delivery of documents.
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(ⅲ) The Article 14 before the amendment (Disclosure of Reference Documents for General Meetings of Shareholders, Etc. through the Internet) will become unnecessary, it is to be deleted.
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(ⅳ) In line with the above addition and deletion of the provisions, Article 1 of the Supplementary Provisions regarding the effective date, etc. shall be established
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The purpose of the proposed Article 30, Paragraph 1 is to align the term of office of the Corporate Executive Officers with the fiscal year.
- *We have made this change to be consistent with the description of the "partial amendment" in this press release from May 10, 2022.
2. To elect 10 Directors.
At the Meeting, as proposed, 10 Directors were elected. The names of the Directors are as follows.
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Kenichiro Yoshida
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Hiroki Totoki
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* Shuzo Sumi
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Tim Schaaff
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* Toshiko Oka
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* Sakie Akiyama
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* Wendy Becker
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* Yoshihiko Hatanaka
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* Keiko Kishigami
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* Joseph A. Kraft Jr.
- *They are outside Directors prescribed by Article 2, Item 15 of the Companies Act of Japan.
3. To issue Stock Acquisition Rights for the purpose of granting stock options.
At the Meeting, as proposed, it was approved that the Corporation will issue stock acquisition rights to corporate executive officers and employees of the Corporation, and directors, officers and employees of subsidiaries of the Corporation, for the purpose of granting stock options, pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act of Japan, and that the Corporation will delegate the determination of the terms of such stock acquisition rights to the Board of Directors of the Corporation. In connection with this agenda, no such stock acquisition rights will be issued to outside Directors of the Corporation.
