HOYA : Notice of the Results of the 84th Ordinary General Meeting of Shareholders (383.14KB)

June 29, 2022

Notice of the Results of the 84th Ordinary General Meeting of Shareholders

Dear Shareholders:

The 84th Ordinary General Meeting of Shareholders of the HOYA CORPORATION was held on Tuesday, June 28, 2022 and the following matters were reported and resolved. We highly appreciate your cooperation for the voting.

Yours very truly,

HOYA CORPORATION

6-10-1,Nishi-shinjuku,

Shinjuku-ku,Tokyo, Japan

Eiichiro Ikeda

President and CEO

1. Matters reported:
2. 1. The business report and consolidated financial statements for the 84th fiscal year (from April 1, 2021 to March 31, 2022) and the audit reports of the consolidated financial statements for the fiscal year by the Independent Auditor and the Audit Committee.
   2. Reports on financial statements for the 84th fiscal year (from April 1, 2021 to March 31, 2022).

The above two matters were reported.

1. Matters resolved:

Proposal No.1: Election of Eight (8) Directors.

This proposition was approved in its original form.

Mitsudo Urano, Shuzo Kaihori, Hiroaki Yoshihara, Yasuyuki Abe were re-elected and Takayo Hasegawa, Mika Nishimura, Eiichiro Ikeda and Ryo Hirooka were newly elected and inaugurated as Directors.

Proposal No.2: Amendment to the Articles of Incorporation

This proposition was approved in its original form.

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3. Results of Voting:

				Rate of
Proposition	FOR	AGAINST	ABSTAIN	APPROVAL	RESULTS
				(%)
Proposal No.1
Mitsudo Urano	3,022,820	107,364	985	96.54％	Approved
Shuzo Kaihori	3,055,487	74,700	985	97.58％	Approved
Hiroaki Yoshihara	3,056,169	74,018	985	97.60％	Approved
Yasuyuki Abe	3,054,406	75,781	985	97.55％	Approved
Takayo Hasegawa	3,048,455	81,737	985	97.36％	Approved
Mika Nishimura	3,091,744	38,449	985	98.74％	Approved
Eiichiro Ikeda	3,060,606	69,586	985	97.75％	Approved
Ryo Hirooka	3,055,407	65,098	10,672	97.58％	Approved
Proposal No.2	3,131,408	360	282	99.98％	Approved

(Notes）

1．Requirements for passage of the proposition are as follows:

・(Proposal No1)Attendance of shareholders who hold at least one-third of voting rights of shareholders eligible to exercise voting rights, and approval by the majority of the shareholders in attendance.

・(Proposal No2)Attendance of shareholders who hold at least one-third of voting rights of shareholders eligible to exercise voting rights, and approval by two-thirds or more of the voting rights of the shareholders in attendance.

2．The voting results have come out as a result of aggregating (i) the number of votes indicating approval or rejection exercised in advance on or before the day prior to the day of this general meeting of shareholders, and (ii) the number of votes of some shareholders who attended the meeting and whose intention to either approve or reject the propositions have been confirmed. Therefore, the results of voting by shareholders who attended the meeting, but for whom an intention to approve or reject propositions, or to abstain from voting, cannot be confirmed, are not included in the count.

3．The process for calculating the rate of approval will include the number of voting rights of shareholders who attended the meeting including voting rights exercised in advance and voting rights of those who attended the meeting (including the voting rights of shareholders who left the meeting before it ended).

The members of Committees and Executive Officers (as of June 28, 2022):

Nomination Committee members: Mitsudo Urano (Chairperson),

Shuzo Kaihori, Hiroaki Yoshihara, Yasuyuki Abe, Takayo Hasegawa and Mika Nishimura

Remuneration Committee members: Shuzo Kaihori (Chairperson),

Mitsudo Urano, Hiroaki Yoshihara, Yasuyuki Abe, Takayo Hasegawa and Mika Nishimura

Audit Committee members:

Hiroaki Yoshihara (Chairperson),

Mitsudo Urano, Shuzo Kaihori, Yasuyuki Abe, Takayo Hasegawa and Mika Nishimura

(Note) Mitsudo Urano, Shuzo Kaihori, Hiroaki Yoshihara, Yasuyuki Abe, Takayo Hasegawa and Mika Nishimura are outside directors as provided for in Article 2, Item 15 of the Company Law.

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Executive Officers (＊indicates Executive Officer concurrently appointed as Internal Director) Representative Executive Officer, President & CEO：Eiichiro Ikeda ＊ Representative Executive Officer, CFO: Ryo Hirooka ＊

Executive Officer, CBDO and CLO: Augustine Yee

Executive Officer, CSO: Tomoko Nakagawa

(Note) Ms. Tomoko Nakagawa's name in the family register is Tomoko Yamashita.

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