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Notice of Resolutions at the 116th Ordinary General Meeting of Shareholders

Date Friday, June 17, 2016, from 10:00 a.m.
Venue: Prince Hall, 5th floor of Annex Tower, Shinagawa Prince Hotel
10-30 Takanawa 4-chome, Minato-ku, Tokyo

Reported Items

  1. The Business Report, Consolidated Financial Statements and the results of the audit of the Consolidated Financial Statements by Independent Auditor and the Audit & Supervisory Board for the fiscal year ended March 31, 2016 (from April 1, 2015 to March 31, 2016) were reported.
  2. The Non-Consolidated Financial Statements for the fiscal year ended March 31, 2016 (from April 1, 2015 to March 31, 2016) were reported.

Resolved Items

Agenda 1: Appropriation of surplus
Approved as proposed. (The year-end dividend is ¥17.5 per share.)

Agenda 2: Election of eleven (11) Directors
Approved as proposed, with the reelection and reappointment of Messrs. Shiro Kondo, Zenji Miura, Nobuo Inaba, Yohzoh Matsuura, Yoshinori Yamashita, Kunihiko Satoh, Akira Oyama, Kunio Noji and Makoto Azuma, and with the new election and appointment of Mr. Masami Iijima and Ms. Mutsuko Hatano. All of them have assumed their respective offices.
Messrs. Kunio Noji, Makoto Azuma, Masami Iijima and Ms. Mutsuko Hatano are Outside Directors.

Agenda 3: Election of three (3) Audit & Supervisory Board Members
Approved as proposed, with the new election and appointment of Messrs. Katsumi Kurihara, Takashi Narusawa and Shigeru Nishiyama. All of them have assumed their respective offices.
Messrs. Takashi Narusawa and Shigeru Nishiyama are Outside Audit & Supervisory Board Members.

Agenda 4: Payment of bonuses to Directors
Approved as proposed, with the resolution that bonuses amounting to ¥122.99 million in total be paid to the seven (7) Directors (excluding Outside Directors) who are at the office of Directors during the current fiscal year.

Agenda 5: Revision of Remuneration for Directors
Approved as proposed.

Presentation Materials


Management Briefing

Management Briefing was held after the Ordinary General Meeting of Shareholders.

PDF Download

APPENDIX

1. DIRECTORS
The Company’s Directors as of June 17, 2016 are as follows:

* Director: Shiro Kondo
* Director: Zenji Miura
Director: Nobuo Inaba
Director: Yozoh Matsuura
Director: Yoshinori Yamashita
Director: Kunihiko Sato
  Director: Akira Oyama
** Director: Kunio Noji
** Director: Makoto Azuma
** Director: Masami Iijima
** Director: Mutsuko Hatano

Note:* denotes Representative Directors.

  ** denotes Outside Directors.

2. AUDIT & SUPERVISORY BOARD MEMBERS
The Company’s Audit & Supervisory Board Members as of June 17, 2016 are as follows:

Audit & Supervisory Board Member (Full-time): Kunihito Minakawa
Audit & Supervisory Board Member (Full-time): Katsumi Kurihara
** Audit & Supervisory Board Member: Kimitoshi Yabuki
** Audit & Supervisory Board Member: Takashi Narusawa
** Audit & Supervisory Board Member: Shigeru Nishiyama

Note:** denotes Outside Audit & Supervisory Board Members.

<Reference>
The Company’s Executive Officers as of June 17, 2016 are as follows:

[Executive Officers]

President Zenji Miura
Deputy President Yoshinori Yamashita
Corporate Executive Vice Presidents Yozoh Matsuura
Kunihiko Sato
Akira Oyama
Corporate Senior Vice Presidents Hidetsugu Nonaka
Seiji Sakata
Masayuki Ishihara
Hidetaka Matsuishi
Katsunori Nakata
Kazuo Nishinomiya
Hisao Murayama
Corporate Vice Presidents Junichi Matsuno
Masahiro Nakamura
Tadashi Furushima
Yasutomo Mori
Shigeo Kato
Yoshinori Sakaue
Hiroyuki Ishino
Ian Winham
Yukihiko Yamanaka
Nobuhiro Gemma
Takashi Kozu

[Group Executive Officers]

Corporate Senior Advisory Officer Daisuke Segawa
Corporate Advisory Officer Martin Brodigan
Jeffery Briwick
David Mills
Haruhisa Sakai
Eiichi Katoh
Tetsuya Takano
Noboru Akahane
Satoru Taji
Masahiro Kumei

PAYMENT OF DIVIDENDS

It was resolved at the meeting to pay a year-end dividend of ¥17.5 per share (¥35 for the full fiscal year). Please review the enclosed year-end dividend warrant and receive the dividend payment within the payment period (from June 20, 2016 to July 29, 2016).

We have enclosed for your attention a dividend account statement and a remittance notice for shareholders who have specified a bank account transfer, and a dividend account statement and a notice on how to receive your dividend for shareholders who have specified the system of dividend allotment in proportion to the number of shares held.

DIVIDEND ACCOUNT STATEMENT

The enclosed dividend account statement also serves as a notice of payment, which is required to be sent to each shareholder by the provisions of the Act on Special Measures Concerning Taxation. The statement may serve as an attached document for your filing of final income tax returns.

Shareholders who have selected to receive dividends by the dividend warrant also receive the dividend account statement enclosed herewith at each dividend payment. Shareholders who file income tax returns should store the statement in a safe location.