Ordinary General Meeting of Shareholders [as of June 27, 2026]

 The 22nd Ordinary General Meeting of Shareholders was held as described below.

 

Date and Time

Saturday, June 27, 2026

10:00 a.m. (Doors open at 9:30 a.m.)

(Japan Standard Time)

Venue

Midtown East B1, Tokyo Midtown Hall A

Tokyo Midtown, 9-7-2 Akasaka, Minato-ku, Tokyo, Japan

Purpose of the Meeting

Agenda

〈Matters to be reported〉 

No.1: Business Report, Consolidated Financial Statements, and Audit Reports for Consolidated Financial Statements by the Accounting Auditor and the Audit Committee, for the 22nd fiscal year

(from April 1, 2025 to March 31, 2026)

No.2: Non-consolidated Financial Statements for the 22nd fiscal year

(from April 1, 2025 to March 31, 2026)

〈Matters to be resolved〉

Proposal No.1: Partial amendments to the Articles of Incorporation (1) Changes regarding General Meeting of Shareholders without a Designated Location

Proposal No.2: Partial amendments to the Articles of Incorporation (2) Change to the Record Date for Voting Rights and Timing of the Ordinary General Meeting of Shareholders

Proposal No.3: Partial amendments to the Articles of Incorporation (3) Changes to the Convener and Chairman

Proposal No.4: Election of eleven (11) directors

Details of Matters for Resolution and Voting Results

Proposal

For

(Number of votes)

Against

(Number of votes)

Abstain

(Number of votes)

Approval ratio

Voting result

Proposal 1

Partial amendments to the Articles of Incorporation (1)

1,697,670

67,015

0

95.86%

Approved

Proposal 2

Partial amendments to the Articles of Incorporation (2)

1,747,981

16,709

0

98.70%

Approved

Proposal 3

Partial amendments to the Articles of Incorporation (3)

1,748,300

16,410

0

98.72%

Approved

Proposal 4

Election of eleven (11) Members of the Board

1. Oki Matsumoto

1,739,397

25,315

0

98.22%

Approved

2. Yuko Seimei

1,723,334

41,378

0

97.31%

Approved

3. Takashi Oyagi

1,740,185

24,528

0

98.26%

Approved

4. Naofumi Yamada

1,740,969

23,745

0

98.31%

Approved

5. Nobuo Domae

1,710,623

54,091

0

96.59%

Approved

6. Masaaki Koizumi

1,740,668

24,047

0

98.29%

Approved

7. Sachiko Habu

1,739,914

24,801

0

98.25%

Approved

8. Rami Suzuki

1,740,259

24,456

0

98.27%

Approved

9. Ryoko Shimokawa

1,740,455

24,260

0

98.28%

Approved

10. Takayuki Sawano

1,687,276

77,435

0

95.27%

Approved

11. Masashi Namatame

1,739,848

24,867

0

98.24%

Approved

  • The legal name of Sachiko Habu on the family register is Sachiko Kosugi.
    The legal name of Ryoko Shimokawa on the family register is Ryoko Kobayashi.

For Reference: Main Rights of Shareholders

Shareholders Eligible to Attend the Shareholders’ Meeting

Shareholders with voting rights whose names have been entered or recorded in the Company’s final shareholders register as of March 31, 2026.
(Shareholders holding only shares constituting less than one unit are not eligible to attend.)

Voting Rights

Shareholders of the Company are entitled to one voting right for each unit of 100 shares they hold.
Resolutions of the shareholders’ meeting are, in principle, adopted by a majority of the voting rights of shareholders in attendance who are entitled to exercise their voting rights; however, depending on the proposal, the quorum and method of resolution may differ as prescribed by laws and regulations or the Articles of Incorporation.
In addition to attending the shareholders’ meeting in person, shareholders may exercise their voting rights by either of the following methods.

 

(1) Exercising Voting Rights in Writing (by Mail)
Under this method, shareholders indicate their approval or disapproval of each proposal on the voting form sent with the convocation notice and return it by mail.
(Voting deadline: forms must arrive by 5:00 p.m. (Japan Standard Time) on Friday, June 26, 2026)


(2) Exercising Voting Rights via the Internet or Other Means
Under this method, shareholders enter their approval or disapproval of each proposal on the voting website designated by the Company.
Please log in using the voting rights exercise code and password shown on the right-hand portion of the voting form, and enter your votes by following the instructions on screen.
(Voting deadline: 5:00 p.m. (Japan Standard Time) on Friday, June 26, 2026)
Voting website: https://soukai.mizuho-tb.co.jp/

Right to Inspect Financial Statements, Etc.

In accordance with applicable laws and regulations, shareholders and creditors may inspect the Financial Statements, Etc. kept at the Company’s head office from two weeks prior to the date of the annual shareholders meeting (i.e., from June 12 if the meeting is held on June 27, 2026), and may request transcripts or extracts thereof. (Fees prescribed by the Company are payable when requesting transcripts or extracts.)

Running the Shareholders’ Meeting with an Emphasis on Dialogue with Shareholders

As both a listed company and a corporate group that plays an integral role in the capital markets, we regard the shareholders’ meeting as management’s most important forum for dialogue. Since our founding, we have worked to create an environment in which more people can participate in the capital markets, and at our shareholders’ meetings as well, our emphasis has always been on creating an environment in which as many shareholders as possible can take part and express their views and opinions.
Guided by this approach, we have continued to find ways to lower the barriers to participating and speaking, such as holding the meeting on a Saturday and eliminating the need for shareholders to state their names or shareholder numbers when speaking. We have also promoted direct dialogue between shareholders and director candidates, for example by giving each candidate an opportunity to personally state their views before proposals are put to a vote. These initiatives are aimed at elevating the shareholders’ meeting from merely being a formal decision-making event to being a forum where management and shareholders deepen their mutual understanding.

Amendments to the Articles of Incorporation for Even More Open Shareholders’ Meetings

To take this approach further, at the 22nd Ordinary General Meeting of Shareholders held in June 2026, we proposed amendments to the Articles of Incorporation concerning general meetings of shareholders, which were approved. The main changes are to enable the Company to hold general meetings of shareholders without a designated location (“virtual-only shareholders’ meetings”), to revise the record date for voting rights and the timing of the meeting, and to expand the range of persons eligible to chair the shareholders’ meeting. These changes will create an environment in which all shareholders, regardless of geographical constraints, can ask questions and participate in discussions on equal terms, and they will ensure shareholders have sufficient time to analyze the Annual Securities Report after its disclosure and before attending the meeting. Furthermore, by creating the option for a director on the supervisory side of the Board of Directors, rather than only a Representative Executive Officer, to chair the meeting, we will further clarify the respective roles of supervision and execution and enhance the effectiveness of our governance.

Improvements Made via Amendments to the Articles of Incorporation

Through FYE March 2027

FYE March 2028 onward

Accessibility

Voting rights can be exercised via the internet, and the meeting is live-streamed

Issue: Only those attending in person can ask questions or exercise voting rights on the day of the meeting

Virtual-Only Shareholders’ Meetings Now Permitted

Response: Introduce virtual-only shareholders’ meetings, creating an environment in which all shareholders can ask questions and exercise voting rights on equal terms

Record Date and Meeting Timing

The shareholders’ meeting is convened every June

(The record date for voting rights is March 31)

Issue: The Annual Securities Report is filed just before the shareholders’ meeting, leaving insufficient time for analysis

The shareholders’ meeting will be held in September

(The record date for voting rights is June 30*)

Response: Ensure sufficient time to analyze the Annual Securities Report

Chair

Based on a resolution of the Board of Directors, the meeting is chaired by a director concurrently serving as a Representative Executive Officer

Issue: The position of chair is invariably held by a Representative Executive Officer

The chair may be selected from among the directors

Response: Clarify the respective roles of supervision and execution

  • The record dates for dividends and shareholder benefits remain unchanged at the end of March and the end of September

Results of the Shareholders’ Meeting Survey

We will continue to use the feedback received from shareholders through the shareholders’ meeting survey to improve how the meeting is run and to enrich our dialogue with shareholders.

2025

2026

Number of In-Person Attendees

309

174

Number of Livestream Viewers

194

258

Overall Satisfaction with the Shareholders’ Meeting

(Percentage responding “satisfied” or “somewhat satisfied”)

99%

90%

Clarity of the Chair’s Explanations

(Percentage responding “very easy to understand” or “easy to understand”)

99%

96%

Clarity of the Responses Provided to Shareholders’ Questions

(Percentage responding “very easy to understand” or “easy to understand”)

97%

96%

  • Rounded to the nearest whole number

Measures to Vitalize General Meeting of Shareholders and Facilitate Exercise of Voting Rights

Supplementary Notes

Early Dispatch of the Shareholders’ Meeting Convocation Notice

Convocation notices are dispatched approximately one week ahead of the statutory deadline.

The notice for the 22nd Ordinary General Meeting of Shareholders held on June 27, 2026 was dispatched on June 5, 2026. With a view to early disclosure, the contents of the convocation notice were also posted on the Company’s website on the day the notice was dispatched.

Scheduling of the Shareholders’ Meeting to Avoid Peak Dates

The meeting is held on a Saturday every year to make it easier for individual shareholders to attend.

Exercise of Voting Rights by Electronic Means

We use a voting website accessible via the internet (https://soukai.mizuho-tb.co.jp/).

Participation in an Electronic Voting Platform and Other Initiatives to Improve the Voting Environment for Institutional Investors

We use the electronic voting platform for institutional investors operated by ICJ, Inc., a joint venture established by Tokyo Stock Exchange, Inc. and other parties.

Provision of an English Summary of the Convocation Notice

We have provided an English-language summary of the convocation notice since the 10th Ordinary General Meeting of Shareholders held on June 21, 2014.

Other

Convocation notices and the main questions and answers from the meeting are posted on our website. Voting results have also been posted on our website since the 5th Ordinary General Meeting of Shareholders held on June 20, 2009.