株主総会

The 82th Ordinary General Meeting of Shareholders

Date Wednesday, June 28th, 2017
Time Start 10:00 a.m.(Reception begins at 9:00 a.m.) Finish 10:59 a.m.
Place NS Sky-Conference Room 1, Shinjuku NS Building, 30th floor
4-1, Nishi-Shinjuku 2-Chome, Shinjuku-ku, Tokyo
Attendance 69
Agenda of the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Audit and Supervisory Committee on the Consolidated Financial Statements, for the 82nd Term (from April 1, 2016 to March 31, 2017).
2. Report on the Non-Consolidated Financial Statements for the 82nd Term (from April 1, 2016 to March 31, 2017).
The Company reported the foregoing matters to the shareholders present at the
meeting.
Matters to be Resolved: Proposal 1 Appropriation of Surplus
The proposal was approved and adopted as proposed, and the term-end dividend for the 82nd Term was determined to be ¥13 per share (¥25 per annum adding interim dividend).
Proposal 2 Election of Six Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)
The proposal was approved and adopted as proposed.
  Convocation Notice of The 82th Ordinary General Meeting of Shareholders, 2017
Notice of Resolutions at The 82th Ordinary General Meeting of Shareholders, 2017

The 81th Ordinary General Meeting of Shareholders

Date Tuesday, June 28th, 2016
Time Start 10:00 a.m.(Reception begins at 9:00 a.m.) Finish 11:10 a.m.
Place NS Sky-Conference Room 1, Shinjuku NS Building, 30th floor
4-1, Nishi-Shinjuku 2-Chome, Shinjuku-ku, Tokyo
Attendance 77
Agenda of the Meeting:
Matters to be Reported:
1.Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 81st Term (from April 1, 2015 to March 31, 2016).

2.Report on the Non-Consolidated Financial Statements for the 81st Term (from April 1, 2015 to March 31, 2016).
Matters to be Resolved: Proposal 1 Appropriation of Surplus
The proposal was approved and adopted as proposed, and the term-end dividend for the 81st Term was determined to be ¥13 per share (¥23 per annum adding interim dividend).
Proposal 2 Partial Amendment of the Articles of Incorporation
The proposal was approved and adopted as proposed.
Proposal 3 Election of Eight Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)
The proposal was approved and adopted as proposed. Directors (excluding Directors Serving as Audit and Supervisory Committee Members) Toshitaka Takayama, Tamotsu Minamimoto, Kazuhiko Kinoshita, Yasushi Takayama, Hiroatsu Fujisawa, Wadami Tanimoto, Masahiro Fukuda, and Makoto Yasuda were reelected and they assumed office.
Makoto Yasuda is an Outside Director.
Proposal 4 Election of Three Directors Serving as Audit and Supervisory Committee Members
The proposal was approved and adopted as proposed. Directors Serving as Audit and Supervisory Committee Members Teiko Zaima, Tsunekatsu Yonezawa, and Akira Gokita, were elected and they assumed office.
Messrs. Tsunekatsu Yonezawa and Akira Gokita are Outside Directors.
Proposal 5 Election of One Director Serving as Substitute Audit and Supervisory Committee Member
The proposal was approved and adopted as proposed. Director Serving as Substitute Audit and Supervisory Committee Member Makoto Yasuda was elected.
Makoto Yasuda meets the requirements for Outside Director.
Proposal 6 Determination of Amount of Remuneration for Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)
The proposal was approved and adopted as proposed. The total amount of remuneration for Directors (excluding Outside Directors and Directors serving as Audit and Supervisory Committee Members) was set to be within ¥680 million per annum, including the basic compensation of within ¥400 million and the performance-based variable compensation of within ¥280 million per annum. (For Outside Directors, the Company will provide only the basic compensation, taking into account conditions at other companies.)
In addition, the Company will distribute stock acquisition rights as stock-compensation-type stock options up to ¥60 million every year to Directors (excluding Outside Directors and Directors Serving as Audit and Supervisory Committee Members).
Proposal 7 Determination of Amount of Remuneration for Directors Serving as Audit and Supervisory Committee Members
The proposal was approved and adopted as proposed. The basic msompensation for Directors Serving as Audit and Supervisory Committee Members was determined to be within ¥100 million per annum.
  Convocation Notice of The 81th Ordinary General Meeting of Shareholders, 2016
Notice of Resolutions at The 81th Ordinary General Meeting of Shareholders, 2016

The 80th Ordinary General Meeting of Shareholders

Date Friday, June 26, 2015
Time Start 10:00 a.m Finish 10:38 a.m
Place NS Sky-Conference Room 1, Shinjuku NS Building, 30th floor
4-1, Nishi-Shinjuku 2-Chome Shinjuku-ku, Tokyo
Attendance 70
Agenda of the Meeting:
Matters to be Reported:
1.Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 80th Term (from April 1, 2014 to March 31, 2015).

2.Report on the Non-Consolidated Financial Statements for the 80th Term (from April 1, 2014 to March 31, 2015).
The Company reported the foregoing matters to the shareholders present at the meeting.
Matters to be Resolved: Proposal 1 Appropriation of Surplus
The proposal was approved and adopted as proposed, and the term-end dividend for the 80th Term was determined to be ¥9 per share.
Proposal 2 Election of Four Corporate Auditors
The proposal was approved and adopted as propsed. Corporate Auditor Katsuhiko Tanabe was reelected and three Corporate Auditors, Teiko Zaima, Tunekatsu Yonezawa, and Mamoru Hikita were newly elected and they assumed office.
Messrs.Tsunekatsu Yonezawa and Katsuhiko Tanabe are Outside Auditors.
  Convocation Notice of The 80th Ordinary General Meeting of Shareholders, 2015
Notice of Resolutions at The 80th Ordinary General Meeting of Shareholders, 2015

The 79th Ordinary General Meeting of Shareholders

Date Thursday, June 26, 2014
Time Start 10:00 a.m Finish 10:50 a.m
Place NS Sky-Conference Room 1, Shinjuku NS Building, 30th floor

4-1, Nishi-Shinjuku 2-Chome Shinjuku-ku, Tokyo
Attendance 60
Agenda of the Meeting:
Matters to be Reported:
1.Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 79th Term (from April 1, 2013 to March 31, 2014).

The Company reported the foregoing matters to the shareholders present at the meeting.


2.Report on the Non-Consolidated Financial Statements for the 79th Term (from April 1, 2013 to March 31, 2014).

The Company reported the foregoing matters to the shareholders present at the meeting.

Matters to be Resolved: Proposal 1 Appropriation of Surplus

This proposal was approved and adopted as proposed. The approved contents are as follows.



1.Matters related to appropriation of surplus

(1) Item and amount of the surplus to decrease General reserve:

\4,340,000,000

(2) Item and amount of the surplus to increase Retained earnings brought forward:

\4,340,000,000

2.Matter related to term-end dividends

\7 per share of common stock

Proposal 2 Partial Amendment of the Articles of Incorporation

This proposal was approved and adopted as proposed. The amendments are as follows.Partial amendments were made to Article 23 (Directors with Titles and Representative Directors), Article 24 (Convocation of Meetings of the Board of Directors) and Article 32 (Convocation of Meetings of the Board of Corporate Auditors) in order to clarify the relationship between representative directors and directors with titles, and to deal promptly with the procedure of convening meetings of the Board of Directors and the Board of Corporate Auditors.
Proposal 3 Election of Nine Directors

This proposal was approved and adopted as proposed. Toshitaka Takayama, Tamotsu Minamimoto, Yasushi Takayama, Wadami Tanimoto, Ichiro Ueeda, and Masahiro Fukuda were reelected and they assumed office. Kazuhiko Kinoshita, Hiroatsu Fujisawa, and Makoto Yasuda were newly elected and they assumed office.

Makoto Yasuda is an Outside Director.
Proposal 4 Election of One Corporate Auditor

This proposal was approved and adopted as proposed. Jumpei Morimoto was reelected and he assumed office.

Jumpei Morimoto is an Outside Auditor.
Proposal 5 Revision to Amount of Remuneration for Directors 

This proposal was approved and adopted as proposed. The overall amount of directors’ remuneration was revised to be within \630 million per annum. Also, basic compensation shall be within \450 million per annum, including the portion for outside directors of within \40 million per annum, with the performance-based variable compensation (bonus) within \180 million per annum.
Proposal 6 Delegation of the Gratis Allotment of Stock Acquisition Rights for the Purpose of a Takeover Defense

This proposal was approved and adopted as proposed. As a countermeasure against the Large-Volume Acquisition of the Company’s Shares to ensure and enhance the corporate value of the Company and the common interests of its shareholders, it was resolved to delegate the decision making on the matter of the gratis allotment of stock acquisition rights to the Company’s Board of Directors based on Article 14 of the Company’s Articles of Incorporation.
  Convocation Notice of The 79th Ordinary General Meeting of Shareholders, 2014
Notice of Resolutions at The 79th Ordinary General Meeting of Shareholders, 2014

The 78th Ordinary General Meeting of Shareholders

Date Wednesday, June 26th , 2013
Time Start 10:00 a.m Finish 10:37 a.m
Place NS Sky-Conference Room 1, Shinjuku NS Building, 30th floor

4-1, Nishi-Shinjuku 2-Chome Shinjuku-ku, Tokyo
Attendance 56
Agenda of the Meeting:
Matters to be Reported:
1 .Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 78th Term (from April 1, 2012 to March 31, 2013).

The Company reported the foregoing matters to the shareholders present at the meeting.



2. Report on the Non-Consolidated Financial Statements for the 78th Term (from April 1, 2012 to March 31, 2013).

The Company reported the foregoing matter to the shareholders present at the meeting.
Matters to be Resolved: Proposal 1 Appropriation of Surplus

This proposal was approved and adopted as proposed. The amount to be paid for the term-end dividend is \5 per share.
  Convocation Notice of The 78th Ordinary General Meeting of Shareholders, 2013
Notice of Resolutions at The 78th Ordinary General Meeting of Shareholders, 2013

The 77th Ordinary General Meeting of Shareholders

Date Tuesday, June 26th , 2012
Time Start 10:00 a.m Finish 10:48 a.m
Place NS Sky-Conference Room 1, Shinjuku NS Building, 30th floor

4-1, Nishi-Shinjuku 2-Chome Shinjuku-ku, Tokyo
Attendance 63
Agenda of the Meeting:
Matters to be Reported:
1 .Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 77th Term (from April 1, 2011 to March 31, 2012).

The Company reported the foregoing matters to the shareholders present at the meeting.



2. Report on the Non-Consolidated Financial Statements for the 77th Term (from April 1, 2011 to March 31, 2012).

The Company reported the foregoing matter to the shareholders present at the meeting.
Matters to be Resolved: Proposal 1 Appropriation of Surplus

This proposal was approved and adopted as proposed. The amount to be paid for the term-end dividend is ?4 per share.
Proposal 2 Partial Amendments of the Articles of Incorporation

This proposal was approved and adopted as proposed. The specific amendments are as follows.

(1) New business purposes were added to Article 2 (Objectives) of the Articles of Incorporation.

(2) Partial amendments were made to Article 16 (Person to Convene General Meetings), Article 17 (Chairman of General Meeting of Shareholders) and Article 24 (Convocation of Meetings of the Board of Directors) in order to change the person to convene and chair the respective meetings to the Director previously appointed by the Board of Directors.
Proposal 3 Election of 7 Directors

The proposal was approved and adopted as proposed. Toshitaka Takayama, Tamotsu Minamimoto, Wadami Tanimoto, Shunsaku Hashimoto, were reelected and they assumed office. Yasushi Takayama, Ichiro Ueeda, Masahiro Fukuda were newly elected and they assumed office. Shunsaku Hashimoto is an Outside Director.
Proposal 4 Election of 2 Corporate Auditors

The proposal was approved and adopted as proposed. Toshiaki Nakaya and Jiro Ichioka were newly elected and they assumed office.
  Convocation Notice of The 77th Ordinary General Meeting of Shareholders, 2012
Notice of Resolutions at The 77th Ordinary General Meeting of Shareholders, 2012

The 76th Ordinary General Meeting of Shareholders

Date Friday, June 24th , 2011
Time Start 10:00 a.m Finish 10:48 a.m
Place NS Sky-Conference Room 1, Shinjuku NS Building, 30th floor

4-1, Nishi-Shinjuku 2-Chome Shinjuku-ku, Tokyo
Attendance 58
Agenda of the Meeting:
Matters to be Reported:
1 .Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 76th Term (from April 1, 2010 to March 31, 2011).

The Company reported the foregoing matters to the shareholders present at the meeting.



2. Report on the Non-Consolidated Financial Statements for the 76th Term (from April 1, 2010 to March 31, 2011).

The Company reported the foregoing matter to the shareholders present at the meeting.
Matters to be Resolved: Proposal 1 Appropriation of Surplus

This proposal was approved and adopted as proposed. The amount to be paid for the term-end dividend is ?4 per share.
Proposal 2 Partial Amendments of the Articles of Incorporation

This proposal was approved and adopted as proposed. New business purposes were added to Article 2 (Objectives) of the Articles of Incorporation.
Proposal 3 Election of 3 Corporate Auditors

The proposal was approved and adopted as proposed. Masaru Kurosawa, Seiji Fukuchi, Katsuhiko Tanabe, were reelected and they assumed office. Katsuhiko Tanabe is an Outside Corporate Auditors.
Proposal 4 Delegation of Gratis Allotment of Stock Acquisition Rights for the purpose of Takeover Defense

It was resolved that in order to ensure and enhance the corporate value of the Company and the common interests of its shareholders, the decision making on the matter of Gratis Allotment of Stock Acquisition Rights would be delegated to the Company's Board of Directors based on Article 14 of the Company's Articles of Incorporation.
  Convocation Notice of The 76th Ordinary General Meeting of Shareholders, 2011

The 75th Ordinary General Meeting of Shareholders

Date Thursday, June 24th , 2010
Time Start 10:00 a.m Finish 10:47 a.m
Place NS Sky-Conference Room 1, Shinjuku NS Building, 30th floor

4-1, Nishi-shinjuku 2-Chome Shinjuku-ku, Tokyo
Attendance 56
Agenda of the Meeting:
Matters to be Reported:
1 .Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 75th Term (from April 1, 2009 to March 31, 2010).

The Company reported the foregoing matters to the shareholders present at the meeting.



2. Report on the Non-Consolidated Financial Statements for the 75th Term (from April 1, 2009 to March 31, 2010).

The Company reported the foregoing matter to the shareholders present at the meeting.
Matters to be Resolved: Proposal 1 Appropriation of Surplus

It was resolved as originally proposed, and the term-end dividend was set at ?5.0 per one share.
Proposal 2 Election of 6 Directors

It was resolved as originally proposed.
Proposal 3 Election of 2 Corporate Auditors

It was resolved as originally proposed.
  Convocation Notice of The 75th Ordinary General Meeting of Shareholders, 2010

The 74th Ordinary General Meeting of Shareholders

Date Wednesday, June 24th , 2009
Time Start 10:00 a.m Finish 10:42 a.m
Place NS Sky-Conference Hall A, Shinjuku NS Building, 30th floor

4-1, Nishi-shinjuku 2-Chome Shinjuku-ku, Tokyo
Attendance 51
Agenda of the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 74th Term (from April 1, 2008 to March 31, 2009).

The Company reported the foregoing matters to the shareholders present at the meeting.



2. Report on the Non-Consolidated Financial Statements for the 74th Term (from April 1, 2008 to March 31, 2009).

The Company reported the foregoing matter to the shareholders present at the meeting.
Matters to be Resolved: Proposal 1 Appropriation of Surplus

It was resolved as originally proposed, and the term-end dividend was set at ?3.50 per one share.
Proposal 2 Partial Amendment of the Articles of Incorporation

It was resolved as originally proposed.
  Convocation Notice of The 74th Ordinary General Meeting of Shareholders, 2009

The 73th Ordinary General Meeting of Shareholders

Date Tuesday, June 24th , 2008
Time Start 10:00 a.m Finish 11:20 a.m
Place NS Sky-Conference Hall A, Shinjuku NS Building, 30th floor

4-1,Nishi-shinjuku 2-ChomeShinjuku-ku, Tokyo
Attendance 76
Agenda of the Meeting:
Matters to be Reported:
1 .Report on the Business Report, the Consolidated Financial Statements, and the Audit Reports of the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 73th Term (from April 1, 2007 to March 31, 2008).

The Company reported the foregoing matters to the shareholders present at the meeting.



2. Report on the Non-Consolidated Financial Statements for the 73th Term (from April 1, 2007 to March 31, 2008).

The Company reported the foregoing matter to the shareholders present at the meeting.
Matters to be Resolved: Proposal 1 Appropriation of Surplus

It was resolved as originally proposed, and the term-end dividend was set at ?6.50 per one share.
Proposal 2 Partial Amendment of the Articles of Incorporation

It was resolved as originally proposed, and the maximum number of Directors under Article 24 of Articles of Incorporation was amended to 11.
Proposal 3 Election of 6 Directors

It was resolved as originally proposed that 6 Directors named Messrs. Toshitaka Takayama, Tamotsu Minamimoto, Toshiaki Nakaya, Junichi Yasuda, Wadami Tanimoto and Shunsaku Hashimoto were elected and each of them assumed his office. Mr. Shunsaku Hashimoto is an Outside Director.
Proposal 4 Election of 1 Corporate Auditor

It was resolved as originally proposed, and Mr. Hironobu Sasaki was elected and assumed his office.
Proposal 5 Payment of Retirement Benefits to Retiring Directors and Corporate Auditors

It was resolved as originally proposed that in order to reward the services rendered during the terms at office, the retirement benefits within the limits would be paid to the retiring Directors and Corporate Auditor named Messrs. Toshiaki Nakaya, Seiji Fukuchi, Mikio Nakano and Mamoru Hikita who retired as Directors upon their request for resignation on October 1, 2007, and Mr. Hironobu Sasaki who retired as Director when his term of office ended at the closing of this shareholders' meeting, as well as Mr. Tokihiko Obata who retired as Corporate Auditor upon his request for resignation at the closing of this shareholders' meeting. Issues of concrete amounts along with the timing and manner of the payments were delegated to the Board of Directors in the case of retiring Directors, and in the case of retiring Auditor to consultation among Corporate Auditors.
Proposal 6 Payment of Retirement Benefits to Directors and Corporate Auditors due to the Abolition of the Retirement Benefit Program

It was resolved as originally proposed that in order to reward the services rendered during the terms at office up to the closing of this shareholders' meeting, the retirement benefits as termination payment within the limits would be paid to the reappointed Directors, Messrs. Toshitaka Takayama, Tamotsu Minamimoto, Junichi Yasuda and Wadami Tanimoto, as well as those who are in the middle of the term of the members of the Board of Auditors, Messrs. Masaru Kurosawa, Katsuhiko Tanabe and Jumpei Morimoto.

The time of payment shall coincide with retirement as Director or Corporate Auditor, and issues of concrete amounts along with the manner of the payment to be delegated to the Board of Directors in the case of Directors, and in the case of Corporate Auditors to consultation among Corporate Auditors.
Proposal 7 Revision of the Compensations to Directors and Corporate Auditors

It was resolved as originally proposed that the limit of aggregate amount of compensations to Directors was revised to ?456.00 million per year (of which ?40.00 million per year for Outside Directors) and the compensation including bonuses would be paid to Directors within that frame, and the limit of aggregate amount of compensations to Corporate Auditors was revised to ?108.00 million per year.

The compensation for Directors shall, as in the past, exclude employee salaries paid to Directors who concurrently serve as employees.
Proposal 8 Issuance of Share Options as Stock Remuneration-type Share Option to Directors

It was resolved as originally proposed that Stock Remuneration-type Share Option with limited annual amount of ?60.00 million every year would be paid to the Directors (excluding Outside Directors).
Proposal 9 Payment of Bonuses to Directors

It was resolved as originally proposed that the total amount of ?40.00 million as bonuses to 5 Directors who were in the office at the end of this term, would be paid, and the issues of amounts for each Director would be delegated to the Board of Directors.
Proposal 10 Delegation of Gratis Allotment of Stock Acquisition Rights for the purpose of Takeover Defense

It was resolved as originally proposed that in order to ensure and enhance the corporate value of the Company and the common interests of its shareholders, the decision making on the matter of Gratis Allotment of Stock Acquisition Rights would be delegated to the Company's Board of Directors based on Article 17 of the Company's Articles of Incorporation
  Convocation Notice of The 73th Ordinary General Meeting of Shareholders, 2008
Notice of Resolutions at The 73th Ordinary General Meeting of Shareholders, 2008
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