The 22nd Ordinary General Meeting of Shareholders was held as described below.
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Date and Time |
Saturday, June 27, 2026 10:00 a.m. (Doors open at 9:30 a.m.) (Japan Standard Time) |
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Venue |
Midtown East B1, Tokyo Midtown Hall A Tokyo Midtown, 9-7-2 Akasaka, Minato-ku, Tokyo, Japan |
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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 |
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Proposal |
For (Number of votes) |
Against (Number of votes) |
Abstain (Number of votes) |
Approval ratio |
Voting result |
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|
Proposal 1 |
Partial amendments to the Articles of Incorporation (1) |
1,697,670 |
67,015 |
0 |
95.86% |
Approved |
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|
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 |
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Proposal 4 |
Election of eleven (11) Members of the Board |
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1. Oki Matsumoto |
1,739,397 |
25,315 |
0 |
98.22% |
Approved |
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2. Yuko Seimei |
1,723,334 |
41,378 |
0 |
97.31% |
Approved |
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3. Takashi Oyagi |
1,740,185 |
24,528 |
0 |
98.26% |
Approved |
||
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4. Naofumi Yamada |
1,740,969 |
23,745 |
0 |
98.31% |
Approved |
||
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5. Nobuo Domae |
1,710,623 |
54,091 |
0 |
96.59% |
Approved |
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6. Masaaki Koizumi |
1,740,668 |
24,047 |
0 |
98.29% |
Approved |
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7. Sachiko Habu |
1,739,914 |
24,801 |
0 |
98.25% |
Approved |
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8. Rami Suzuki |
1,740,259 |
24,456 |
0 |
98.27% |
Approved |
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9. Ryoko Shimokawa |
1,740,455 |
24,260 |
0 |
98.28% |
Approved |
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10. Takayuki Sawano |
1,687,276 |
77,435 |
0 |
95.27% |
Approved |
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11. Masashi Namatame |
1,739,848 |
24,867 |
0 |
98.24% |
Approved |
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- 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.
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.)
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/
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.)
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.
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.
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Through FYE March 2027 |
FYE March 2028 onward |
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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 |
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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 |
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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
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.
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2025 |
2026 |
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Number of In-Person Attendees |
309 |
174 |
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Number of Livestream Viewers |
194 |
258 |
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Overall Satisfaction with the Shareholders’ Meeting (Percentage responding “satisfied” or “somewhat satisfied”) |
99% |
90% |
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Clarity of the Chair’s Explanations (Percentage responding “very easy to understand” or “easy to understand”) |
99% |
96% |
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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
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Supplementary Notes |
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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. |
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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. |
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Exercise of Voting Rights by Electronic Means |
We use a voting website accessible via the internet (https://soukai.mizuho-tb.co.jp/). |
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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. |
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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. |
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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. |