[Translation of the Extraordinary Report Filed with the
Director General of the Kanto Finance Bureau on June 23, 2021]
1. Reason for Submission
Given that Resolutions were adopted at the 117th Annual General Meeting of Shareholders held on June 21, 2021, we hereby submit this Extraordinary Report
under the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 9-2, of the Cabinet Office
Ordinance on Disclosure of Corporate Information.
2. Matters Reported
(1)
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Date on which meeting was held
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June 21, 2021
Proposal: Appointment of 12 Directors
Koji Nagai, Kentaro Okuda, Tomoyuki
Teraguchi, Shoji Ogawa, Kazuhiko Ishimura, Takahisa Takahara, Noriaki Shimazaki, Mari Sono, Laura Simone Unger, Victor Chu, J. Christopher Giancarlo and Patricia Mosser
(3)
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Number of voting rights expressing an opinion for, against, or abstaining from, the proposal; requirements for the proposal to be approved;
results of the resolutions
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Proposal: Appointment of 12 Directors
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Proposal
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For
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Against
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Abstain
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Result of the Resolutions
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Approval Ratio (%)
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Approved/Rejected
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Koji Nagai
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19,591,939
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2,261,321
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543
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89.3
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%
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Approved
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Kentaro Okuda
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20,220,554
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1,632,688
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574
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92.2
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%
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Approved
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Tomoyuki Teraguchi
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21,173,659
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679,583
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574
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96.5
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%
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Approved
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Shoji Ogawa
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20,791,865
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1,061,361
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580
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94.8
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%
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Approved
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Kazuhiko Ishimura
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21,609,317
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243,919
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580
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98.5
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%
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Approved
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Takahisa Takahara
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19,474,942
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2,378,279
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583
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88.8
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%
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Approved
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Noriaki Shimazaki
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16,617,569
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5,222,635
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13,601
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75.7
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%
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Approved
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Mari Sono
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16,529,124
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5,324,120
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560
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75.3
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%
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Approved
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Laura Simone Unger
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21,766,957
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86,314
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545
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99.2
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%
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Approved
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Victor Chu
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21,767,743
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85,519
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554
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99.2
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%
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Approved
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J. Christopher Giancarlo
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21,771,690
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81,592
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534
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99.3
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%
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Approved
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Patricia Mosser
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21,771,534
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81,745
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537
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99.2
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%
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Approved
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Notes:
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1.
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The requirement for each resolution to be approved is as follows:
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A vote in favor by a simple majority of the voting rights held by the shareholders present at a meeting attended by shareholders entitled
to exercise voting rights holding in aggregate 1/3 or more of the total voting rights.
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2.
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The method for calculating the Approval Ratio is as follows:
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This is the ratio of the total number of votes in favor exercised in advance by the business day prior to the meeting and those exercised
by the shareholders present at the meeting that the Company was able to confirm an opinion for, to the total number of voting rights of the shareholders present at the meeting (the portion of the voting rights that were exercised in advance by the
business day prior to the meeting, as well as those held by the shareholders present at the meeting).
(4)
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The reason why a part of the voting rights expressing an opinion for, against, or abstaining from, the proposal that were exercised by
shareholders present at the meeting were not included in the calculation:
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By calculating the total number of
voting rights exercised in advance by the business day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for or against the proposal, it was evident that, in
conformance with the Companies Act, the requirement for the Proposal to be approved had been satisfied and the resolutions were duly adopted. Therefore, the number of voting rights held by the shareholders present at the meeting, which the Company
was not able to confirm an opinion for, against, or abstaining from the proposals, were not included in the calculation.
End.