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Notice of Resolutions at the 119th Ordinary General Meeting of Shareholders

Date Friday, June 21, 2019, from 10:00 a.m.
Venue: Head Office of the Company
3-6, Nakamagome 1-chome, Ohta-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, 2019 (from April 1, 2018 to March 31, 2019) were reported.
  2. The Non-Consolidated Financial Statements for the fiscal year ended March 31, 2019 (from April 1, 2018 to March 31, 2019) were reported.

Resolved Items

Agenda 1: Appropriation of surplus
This proposal was approved and adopted as originally proposed. (The year-end dividend is ¥13.0 per share)

Agenda 2: Election of eight (8) Directors
This proposal was approved and adopted as originally proposed.

Eight (8) Directors, Messrs. Yoshinori Yamashita, Nobuo Inaba, Hidetaka Matsuishi, Seiji Sakata, Makoto Azuma, Masami Iijima, Ms. Mutsuko Hatano and Mr. Kazuhiro Mori were reelected and reassumed their offices.

Messrs. Makoto Azuma, Masami Iijima, Ms. Mutsuko Hatano and Mr. Kazuhiro Mori are Outside Directors.

Agenda 3: Payment of bonuses to Directors
This proposal was approved and adopted as originally proposed. It was resolved to pay bonuses amounting to ¥68.95 million to the eight (8) Directors (excluding Outside Directors) in office during the current fiscal year.

Agenda 4: Determination of the introduction, amount and content of stock-based incentive system with stock price conditions, etc., for Directors
This proposal was approved and adopted as originally proposed.
(Please refer to the Notice of 119th Ordinary General Meeting of Shareholders for the contents of the proposal.)

Agenda 5: Election of an Independent Auditor
This proposal was approved and adopted as originally proposed.
Deloitte Touche Tohmatsu LLC was newly elected as an independent auditor.

Presentation Materials


APPENDIX

1. DIRECTORS
The Company's Directors as of June 21, 2019 are as follows:

* Director: Yoshinori Yamashita
Director: Nobuo Inaba
Director: Hidetaka Matsuishi
Director: Seiji Sakata
** Director: Makoto Azuma
** Director: Masami Iijima
** Director: Mutsuko Hatano
** Director: Kazuhiro Mori

Note:* denotes a Representative Director.

  ** denotes Outside Directors.

2. AUDIT & SUPERVISORY BOARD MEMBERS
The Company's Audit & Supervisory Board Members as of June 21, 2019 are as follows:

Audit & Supervisory Board Member (Full-time): Katsumi Kurihara
Audit & Supervisory Board Member (Full-time): Hiroshi Osawa
** Audit & Supervisory Board Member: Takashi Narusawa
** Audit & Supervisory Board Member: Shigeru Nishiyama
** Audit & Supervisory Board Member: Yo Ota

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

<Reference>
The Company's Executive Officers as of June 21, 2019 are as follows:

[Executive Officers]

President Yoshinori Yamashita
Corporate Executive Vice Presidents Akira Oyama
Hidetaka Matsuishi
Seiji Sakata
Corporate Senior Vice Presidents Katsunori Nakata
Kazuo Nishinomiya
Hisao Murayama
Yasutomo Mori
David Mills
Shigeo Kato
Yasuyuki Nomizu
Corporate Vice Presidents Tadashi Furushima
Noboru Akahane
Yukihiko Yamanaka
Peter Williams
Kazuhisa Goto
Shinji Sato
Tomohiro Sakanushi
Wataru Ohtani
Tetsuya Morita
Yoichi Kawagiri
Carsten Bruhn
Donna Venable
Joji Tokunaga
Eiji Hirahara
Kazuhiro Tsuji

[Group Executive Officers]

Corporate Senior Vice President Daisuke Segawa
Corporate Vice Presidents Hiroyuki Ishino
Tadashi Tokura

PAYMENT OF DIVIDENDS

It was resolved at the meeting to pay a year-end dividend of ¥13.0 per share (¥23.0 for the full fiscal year). Please review the enclosed year-end dividend warrant and receive the dividend payment within the payment period (from June 24, 2019 to July 31, 2019).

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.