SHISEIDO COMPANY, LIMITED (Translation)
March 28, 2016
Dear Sirs and Madams,
Name of Company: | Shiseido Company, Limited |
Name of Representative: | Masahiko Uotani President and CEO (Representative Director) |
(Code No. 4911; The First Section of the Tokyo Stock Exchange) | |
Contact: | Tetsuaki Shiraiwa Department Director Investor Relations Department Corporate Communication Division (Tel: +81 3 3572 5111) |
Notice is hereby given of the results of the counting of the voting rights exercised at the 116th Ordinary General Meeting of Shareholders (the "Shareholders' Meeting") of Shiseido Company, Limited (the "Company") held on March 25, 2016, as described below.
First Item of Business to Fifth Item of Business were all approved and adopted by a large majority of the shareholders who had exercised their voting rights in advance or attended the Shareholders' Meeting.
PARTICULARS
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Contents of the matters resolved:
First Item of Business: Dividends of Retained EarningsThis item was approved and resolved as originally proposed.
Matters related to assignment assets to be distributed to shareholders and the total amount thereof:
An amount per share of common stock of the Company: ¥10
The total amount thereof: ¥3,991,002,590
The date on which dividends of retained earnings become effective:
First Item of Business, Fourth Item of Business and Fifth Item of Business: Approval of a majority of the voting rights of the shareholders present
Second Item of Business and Third Item of Business:
March 28, 2016
Second Item of Business: Election of Seven (7) DirectorsThis item was approved and resolved as originally proposed.
Mr. Masahiko Uotani, Mr. Tsunehiko Iwai, Mr. Toru Sakai, Ms. Yoko Ishikura, Mr. Shoichiro Iwata, and Mr. Tatsuo Uemura were reelected as directors and all assumed their offices. Ms. Kanoko Oishi was newly elected as director and assumed her office. Ms. Yoko Ishikura, Mr. Shoichiro Iwata, Ms. Kanoko Oishi, and Mr. Tatsuo Uemura are external directors as provided in Item 15 of Article 2 of the Companies Act.
The Company has designated Ms. Yoko Ishikura, Mr. Shoichiro Iwata, Ms. Kanoko Oishi, and Mr. Tatsuo Uemura as Independent Directors prescribed in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange.
This item was approved and resolved as originally proposed.
Ms. Eiko Tsujiyama was reelected as an audit & supervisory board member and assumed her office. Ms. Eiko Tsujiyama is an audit & supervisory board member (external) as provided in Item 16 of Article 2 of the Companies Act.
The Company has designated Ms. Eiko Tsujiyama as Independent Audit & Supervisory Board Member prescribed in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange.
This item was approved and resolved as originally proposed.
The bonuses in the aggregate amount of ¥68.14 million to three (3) directors in office as a group as at December 31, 2015, excluding three (3) external directors, will be paid. Calculation standards for bonuses of president and CEO are based on annual consolidated results of operation for the fiscal year and evaluation of personal performance. Calculation standards for bonuses of other directors are based on annual consolidated results of operation for the fiscal year, results of operation of business segment each director is in charge of, and evaluation of personal performance of individual director.
This item was approved and resolved as originally proposed.
Details of allotting stock options as long-term incentive type remuneration to directors are stated below.
Qualified grantees of stock acquisition rights:
Three (3) directors (excluding external directors of the Company) Total number of stock acquisition rights to be allotted:
Not more than 1,400 (The number of shares to be issued upon exercise of one stock acquisition right: 100 shares)
Limit of remuneration, etc. on stock acquisition rights: Up to ¥131 million per year
Exercise of voting rights on or prior to the day immediately preceding the date of the Shareholders' Meeting (Advance Exercise) | Exercise of voting rights by attendance at the Shareholders' Meeting | Total voting rights exercised | |
Number of shareholders | 13,067 persons | 2,196 persons | 15,263 persons |
Number of voting rights exercised (Exercise ratio (%)) | 2,986,556 rights* (74.9%) | 209,281 rights (5.2%) | 3,195,837 rights (80.1%) |
2. | Results of the counting of the voting rights exercised: (Number of shareholders having voting rights: | 51,353 persons) |
(Total number of voting rights held by the shareholders: | 3,987,071 rights) |
* The number represents the smallest of the numbers of voting rights exercised (by Advance Exercise) respectively on the Items of Business (Second Item of Business).
Item of Business | Advance Exercise | Ratio of approving votes by Advance Exercise to the total voting rights exercised on each Item of Business | ||
Approval ratio (approving votes) | Disapproval ratio (disapproving votes) | Abstention ratio (abstained votes) | ||
First Item of Business: Dividends of Retained Earnings | 99.8% (2,981,683 votes) | 0.0% (2,562 votes) | 0.0% (2,347 votes) | 93.2% |
Second Item of Business: Election of Seven (7) Directors | ||||
Mr. Masahiko Uotani | 99.0% (2,959,526 votes) | 0.8% (24,679 votes) | 0.0% (2,353 votes) | 92.6% |
Mr. Tsunehiko Iwai | 99.3% (2,966,400 votes) | 0.5% (17,805 votes) | 0.0% (2,353 votes) | 92.8% |
Mr. Toru Sakai | 99.3% (2,966,402 votes) | 0.5% (17,802 votes) | 0.0% (2,353 votes) | 92.8% |
Ms. Yoko Ishikura | 99.5% (2,971,834 votes) | 0.4% (12,372 votes) | 0.0% (2,353 votes) | 92.9% |
Mr. Shoichiro Iwata | 98.6% (2,947,429 votes) | 1.2% (36,774 votes) | 0.0% (2,353votes) | 92.2% |
Ms. Kanoko Oishi | 99.6% (2,976,015 votes) | 0.2% (8,192 votes) | 0.0% (2,353 votes) | 93.1% |
Mr. Tatsuo Uemura | 99.3% (2,967,420 votes) | 0.5% (16,787 votes) | 0.0% (2,353 votes) | 92.8% |
Third Item of Business: Election of One (1) Audit & Supervisory Board Member | 99.8% (2,981,379 votes) | 0.0% (2,905 votes) | 0.0% (2,338 votes) | 93.2% |
Item of Business | Advance Exercise | Ratio of approving votes by Advance Exercise to the total voting rights exercised on each Item of Business | ||
Approval ratio (approving votes) | Disapproval ratio (disapproving votes) | Abstention ratio (abstained votes) | ||
Fourth Item of Business: Payment of Bonuses to Directors | 99.4% (2,969,072 votes) | 0.5% (15,148 votes) | 0.0% (2,369 votes) | 92.9% |
Fifth Item of Business: Determination of Provision of Long-term Incentive Type Remuneration to Directors | 98.6% (2,946,792 votes) | 1.2% (36,493 votes) | 0.1% (3,317 votes) | 92.2% |
Note: All ratios in this chart were rounded down to one decimal place.
The requirement for the adoption of each item of business is as follows:
Approval at a general meeting of shareholders at which shareholders holding
one-third (1/3) or more of voting rights of the shareholders entitled to vote shall be present, by a majority of the voting rights of the shareholders so present
The requirements for the adoption of all Items of Business had been fulfilled by the exercise of voting rights on or prior to the day immediately preceding the date of the Shareholders' Meeting (Advance Exercise). Hence, the numbers of approving votes, disapproving votes and abstained votes of the shareholders present at the Shareholders' Meeting were not added in the above-listed counting of the voting rights exercised.
- End of News Release -
Shiseido Co. Ltd. issued this content on 28 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 March 2016 01:10:12 UTC
Original Document: http://www.shiseidogroup.com/ir/pdf/ir20160328_213.pdf
