Sinanen : Extraordinary Report （123KB）

[Cover]

[Document]	Extraordinary Report
[Recipient]	Director, Kanto Local Finance Bureau
[Date]	June 28, 2023
[Company]	Sinanen Holdings Co., Ltd.
[English Name]	Sinanen Holdings Co., Ltd.
[Name and Title of Representative]	Masaki Yamazaki, President and CEO
[Address of Head Office]	3-5-27 Mita, Minato-ku, Tokyo
[Phone Number]	Tokyo: [phone] (main line)
[Name of Contact]	Yoshiyuki Iizuka, General Manager of Corporate Planning Dept.
[Nearest Location]	3-5-27 Mita, Minato-ku, Tokyo
[Phone Number]	Tokyo: [phone] (main line)
[Name of Contact]	Yoshiyuki Iizuka, General Manager of Corporate Planning Dept.
[Place Provided for Public Inspection]	Tokyo Stock Exchange, Inc.
	(2-1Nihonbashikabuto-cho,Chuo-ku, Tokyo)

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1. Reason for Submission

Resolutions were passed at the Company's 89th Ordinary General Meeting of Shareholders held on June 27, 2023. This Extraordinary Report is submitted based on the provisions of Article 24-5, paragraph (4) of the Financial Instruments and Exchange Act and Article 19, paragraph (2), item (ix)-2 of Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.

2. Content of Report

1. Date of Ordinary General Meeting of Shareholders June 27, 2023
2. Matters to be resolved

Proposal No. 1: Partial Amendments to the Articles of Incorporation

The maximum number of Directors who are Audit/Supervisory Committee Members stipulated in Article 19 (Number of Members) of the Articles of Incorporation shall be increased by two, from four to six.

Proposal No. 2: Election of Four Directors (Excluding Directors Who Are Audit/Supervisory Committee Members) Masaki Yamazaki, Naoki Shimizu, Kenji Madokoro, and Miwa Mitsuhashi were elected as Directors.

Proposal No. 3: Election of Two Directors Who Are Audit/Supervisory Committee Members

Nobutaka Murao and Yuichiro Munakata were elected as Directors who are Audit/Supervisory Committee Members, subject to the approval of Proposal No. 1, "Partial Amendments to the Articles of Incorporation," as originally proposed.

Proposal No. 4: Determination of a Post-DeliveryPerformance-LinkedShare-Based Compensation System for Directors (Excluding Directors Who Are Audit/Supervisory Committee Members) Compensation for Directors (excluding Directors who are Audit/Supervisory Committee Members) shall be changed to a performance-linked compensation system that grants the Company's common stock as compensation based on such matters as the performance target achievement ratio during the period determined by the Board of Directors.

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1. Number of votes in favor, against, and abstentions with respect to the above matters to be resolved, requirements for the matters to be approved, and outcomes of resolutions

					Outcome of
Matters to be resolved	Votes in favor	Votes against	Abstentions	Requirements	resolution and
(number)	(number)	(number)	for approval	percentage of
					votes in favor (%)
Proposal No. 1	96,595	159	-	Note 1	Approved 99.8
Proposal No. 2
Masaki Yamazaki	95,749	1,005	-	Note 2	Approved 98.9
Naoki Shimizu	95,878	876	-	Note 2	Approved 99.0
Kenji Madokoro	95,852	902	-	Note 2	Approved 99.0
Miwa Mitsuhashi	95,948	806	-	Note 2	Approved 99.1
Proposal No. 3
Nobutaka Murao	96,132	622	-	Note 2	Approved 99.3
Yuichiro Munakata	92,958	3,794	-	Note 2	Approved 96.0
Proposal No. 4	96,030	723	-	Note 3	Approved 99.2

Notes: 1. Approval requires the attendance of shareholders who have at least one-third of the total voting rights of the Company and at least a two-thirds vote in favor by said shareholders at the meeting.

1. 1. Approval requires the attendance of shareholders who have at least one-third of the total voting rights of the Company and a majority vote in favor by said shareholders at the meeting.
   2. Approval requires a majority vote in favor by shareholders who attended the meeting.
2. Reasons for not counting a portion of the voting rights of shareholders attending the General Meeting of Shareholders
   The requirements for passage of the resolutions were met as a result of aggregating the number of voting rights indicating approval or rejection exercised in advance on or before the day prior to the General Meeting of Shareholders and the voting rights of those shareholders who attended the meeting and whose intention to approve or reject the proposals was confirmed. The resolutions were thereby passed lawfully under the Companies Act. The votes of those who attended the meeting but whose intention to approve or reject the proposals was not confirmed were not counted.

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