Guideline on Attendance at theGeneral Shareholders Meetings of Japanese Listed Companies
by Global Institutional Investors(Executive Summary)
1.

Introduction

This guideline analyzes the legal issues involved in the attendance at the generalshareholders meetings of Japanese listed companies by global institutional investors and otherforeign or domestic institutional investors who are not on the shareholders registry of thosecompanies (“Global Institutional Investors”) and illustrates the procedures required for suchattendance.
The attendance at the general shareholders meetings by Global Institutional Investors has
been the subject of discussion. Supplementary Principle 1.2.5 of Japan’s Corporate
Governance Code recommends that “in order to prepare for cases where institutional investors
who hold shares in street name express an interest in advance of the general shareholders
meeting in attending the general shareholders meeting or exercising voting rights, companies
should work with the trust bank (shintaku ginko) and/or custodial institutions to consider suchpossibility.” The “Report on the Study Group concerning Promoting Dialogue between
Companies and Investors for Sustainable Growth,” released on April 23, 2015, recommends
considering “key elements and responses to institutional investors who are not on theshareholder registrar but have good reason to attend the general shareholder meeting and arewilling to attend as proxies for the shareholder on the shareholders registrar” and expects“related organizations to establish practical guidance.” The Revised Japan Revitalization
Strategy approved by the Cabinet in June 30, 2015, states “in order to help companies tosmoothly create their basic policies for the participation of global institutional investors, etc. noton the shareholders registry, at shareholders meetings, the Government will encourageorganizations to establish guidelines by the end of 2015.”
Constructive dialogue between companies and investors will facilitate sustainablecorporate value creation. Through dialogue, companies and investors are able to cooperate andenhance corporate value and capital efficiency with a mid- to long-term perspective. Some
listed companies, such as companies with a high percentage of shares owned by Global
Institutional Investors, are opening up dialogues with Global Institutional Investors to promotemutual understanding and discussion on business strategies. The general shareholders
meetings can be a valuable opportunity for constructive dialogue, where executives of acompany will be able to communicate with their shareholders directly about the company’sbusiness and challenges such as operating performance, emerging problems and mid- to longterm strategies.

However, at present, the practice regarding the attendance at the general shareholders
meeting by Global Institutional Investors has yet to be established. Under the JapaneseCompanies Act, only shareholders on the shareholders registry are legally allowed to attend thegeneral shareholders meeting, ask the company questions and exercise voting rights. Though
the Japanese Companies Act allows shareholders to exercise their voting rights via proxies(“Proxy” or “Proxies”), it is not necessarily clear whether Global Institutional Investors canattend the general shareholders meeting as Proxy since most listed companies limit the people
qualified to serve as Proxies to their own shareholders by provisions in the articles ofincorporation.

1

These guidelines delineate the legal issues and procedures involved in the attendance at thegeneral shareholders meetings by Global Institutional Investors within the framework of theJapanese Companies Act. Needless to say, we do not have any official authority to interpret
the Act, and these guidelines only demonstrate one idea, procedure or format herein. We hopepositive progress to facilitate constructive dialogue between companies and Global Institutional
Investors will continuously be made through each party’s own initiatives.

2

2.

1)

Framework and key issues concerning attendance at the general shareholders meetings
by Global Institutional Investors under the Japanese Companies Act
Attendance at the general shareholders meetings as shareholders

Under the Japanese Companies Act, only shareholders on the shareholders registry at therecord date set by companies are legally allowed to attend the general shareholders meetings.
Even those who have contributed to the fund or those who are authorized to give instructions on
the exercise of voting rights are not allowed to attend the general shareholders meetings asshareholders if they are not on the shareholders registry. Though only shareholders on theshareholders registry at the record date are given legal standing to attend, in practice Global
Institutional Investors have submitted applications to attend in the past. This requires subcustodians (sub-custodians in Japan appointed by the global custodians through which the
Global Institutional Investors custody assets) to contact the listed companies directly to receive
permission for the Global Institutional Investor to attend. The company has the right to accept
or deny the application.

Additionally, Global Institutional Investors may choose to register themselves directly
through JASDEC using a FIAMI (Foreign Indirect Account Management Institutions) accountstructure. Further details regarding this application process are available at:https://www.jasdec.com/en/system/less/participation/account/index.html. This registration
allows Global Institutional Investors’ names to appear directly on the shareholders registry, thus
providing them full rights to attend the general shareholders meetings.
2)

Exercising voting rights via Proxy

Though only shareholders on the shareholders registry as of the record date are given legal
standing to attend, in practice a few Global Institutional Investors have submitted applications
to attend in the past.
One measure for Global Institutional Investors to attend the general shareholders meetings
would be to become Proxy for shareholders on the shareholders registry such as global
custodians.
The Japanese Companies Act allows shareholders to exercise their voting rights via Proxy.
Shareholders or Proxies must submit to the company a document evidencing the authority ofProxy for each general shareholders meeting. The company may restrict the number of
Proxies who may attend the general shareholders meeting to prevent any disturbances at thegeneral shareholders meeting (Art. 310, pars. 1, 2, and 5 of the Japanese Companies Act).
Such a restriction might be a problem if several Global Institutional Investors express theirinterest in attending a general shareholders meeting as Proxy for the same shareholder on theshareholders registry. There might be room to argue that, in some cases, such a restriction
does not apply since there is a distinct necessity to nominate several Proxies and nominating
several Proxies does not always necessarily disturb the general shareholders meeting.
3)

The articles of incorporation limiting the qualification of Proxies

Most listed companies in Japan limit the people qualified to serve as Proxies to their own
shareholders on the shareholders registry by provisions in their articles of incorporation, andthose provisions are regarded as valid by the Japanese Supreme Court (Supreme Court
Judgement, 1 November, 1968, Minshu Vol.22, No. 12, p.2,402).
However, such provisions in the articles of incorporation do not apply where “Special
Circumstances” exist. In a Supreme Court Case (Supreme Court Judgement, 24 December,3

1976, Minshu Vol.30, No.11, p.1,076), the Supreme Court held that Special Circumstances exist(i) where there is no possibility of the general shareholders meeting being disturbed by theattendance of Proxy and there is no harm to the Company’s interests and (ii) where theshareholder’s right to vote will be substantially inhibited by not allowing the exercise of voting
rights via Proxies by those who are not on the shareholders registry. Thus, it is possible toargue that in some cases, the exercise of voting rights by Global Institutional Investors as
Proxies is allowed regardless of such a provision in the articles of incorporation.
The exercise of voting rights by those who are not allowed to exercise voting rights at thegeneral shareholders meetings constitutes a good reason to claim revocation of a resolution of
the general shareholders meeting by filing an action. On the other hand, prohibiting theexercise of voting rights via Proxy, if the provision limiting the qualification of Proxies in thearticles of incorporation obviously does not apply, may also constitute a good reason to claim
revocation of a resolution. Therefore, companies need to confirm whether they should allow
Proxies to attend the general shareholders meeting.
4)

Diverse exercise of voting rights

The Japanese Companies Act allows shareholders to diversely exercise their voting rights,
and companies must not refuse the diverse exercise of voting rights where a shareholder holds
shares for the benefit of another person, such as a trustee or a partner of a partnership (Art. 313,
pars. 1 and 3 of the Japanese Companies Act). Global custodians who hold shares in their own
name for Global Institutional Investors using omnibus accounts under custody agreement areconsidered to hold those shares for the benefit of Global Institutional Investors. Thus,
companies must allow global custodians to diversely exercise their votes in accordance with the
instructions of Global Institutional Investors.
5)

Double exercise of voting rights

Under the Japanese Companies Act, companies may allow shareholders prior to the generalshareholders meeting to exercise their voting rights in writing and/or by electromagnetic method(Art. 298, pars. 1 item 3 and 4 of the Japanese Companies Act), and in principle, companies
with more than 1000 shareholders must allow shareholders to exercise their votes in writing(Art. 298, pars. 2 of the Japanese Companies Act).
In case where shareholders exercise their voting rights prior to the general shareholders
meetings and also attend and exercise the voting rights of the same shares at the generalshareholders meetings, the exercise of voting rights at the general shareholders meetings shallsupersede the ex-ante exercise of voting rights. To avoid double counting, the number ofvoting rights exercised prior to the general shareholders meetings shall be subtracted from thetotal number of voting rights exercised by the same shareholder.
After the general shareholders meeting, listed companies are required to file a reportstating the result of the general shareholders meeting, including among others, the number ofaffirmative, dissenting and abstained votes, with the competent authority without delay (Article
24-5, paras. 4 of the Japanese Financial Instruments and Exchange Act). Thus, companies are
required to understand in a timely and accurate manner the status of voting rights that havealready been exercised, and this guideline illustrates the procedure and formats from such
perspective.
6)

Sub-custodian

In many of the articles of incorporation or share handling regulations (kabushiki
toriatsukai kitei) of Japanese companies, there is a provision that requires foreign shareholders

4

to nominate a sub-custodian in Japan as a proxy to receive notices from the company, and suchproxies are called sub-custodians (jonin-dairinin). In most cases, sub-custodians are granted
comprehensive proxy by foreign shareholders. Foreign shareholders appoint banks or
securities firms engaged in custody business in Japan as sub-custodians and notify the companyof such appointment. Thereafter, communications between the foreign shareholders and thecompanies are made via such sub-custodians. Therefore, the procedure illustrated in thisguideline relies on the cooperation of such sub-custodians to address with Global Institutional
Investors outside Japan.

53.

Four routes for Global Institutional Investor to attend the general shareholders meeting

Based on the key issues under the Japanese Companies Act as described above, four routes
are available for Global Institutional Investor to attend the general shareholders meeting oflisted companies (with a provision in the articles of incorporation that limits the people qualified
to serve as Proxies to their own shareholders) (see Chart 1). For your understanding, we haveprovided simple model cases (see Chart 2).
Chart 1 : Outline of four routes
Route A・ Global Institutional Investor becomes a shareholder on the shareholders

registry at the record date and also becomes appointed as Proxy for
Global Custodian, attend the general shareholders meeting as ashareholder and Proxy.
Route B・ Global Institutional Investor attends the general shareholders meeting as

an observer.
Route C・ Global Institutional Investor attends the general shareholders meetings as

Proxy for Global Custodian by demonstrating there are “Special
Circumstances.”
Route D・ Company amends its articles of incorporation to add a new clause thatallows Global Institutional Investor to attend the general shareholders
meeting as Proxy for Global Custodian.

Chart 2 : Terms and the model cases used in this guideline
Case 1Case 2Global Custodian holds 100 units of shares of the Company for Global Institutional
Investor, and Global Institutional Investor is interested in attending the Company’s
general shareholders meeting.
Global Custodian holds 60 units of shares of the Company for Global Institutional
Investor and 40 units of shares for other investors using an omnibus account, and Global
Institutional Investor is interested in attending the Company’s general shareholders
meeting.
The Company

The Company

Japanese company issuing shares

Sub-custodian

Sub-custodian

Global Custodian

Global Custodian

the sub-custodian that has been appointed
by Global Custodian
the shareholder on the shareholders
registry of the Company

GlobalInstitutional
Investor

6

[Route A]
Global Institutional Investor becomes a shareholder on the shareholders registry that
holds more than one unit of shares at the record date for the general shareholders meeting
and also get appointed as Proxy for Global Custodian for 100 (Case 1) or 60 (Case 2) unitsof shares and attend the general shareholders meeting as a shareholder and Proxy.
Note
This route can be utilized where Global Institutional Investor can hold more than 1
unit of shares as a shareholder on the shareholders registry at the record date for thegeneral shareholders meeting.
[Route B]
Global Institutional Investor attends the general shareholders meeting as an observer.
Note
An observer cannot exercise any shareholder’s rights, including voting rights and theright to ask questions at the general shareholders meeting, since an observer is neither ashareholder or Proxy at the general shareholders meeting. However, this route can beutilized where the purpose of Global Institutional Investor is not to exercise its voting
rights at the general shareholders meeting, but, for example, to understand the manager’s
behavior or attitude at the general shareholders meeting. Under the Japanese Companies
Act, the Company has reasonable discretion in deciding whether to allow an observer toattend the general shareholders meeting.
[Route C]
Global Institutional Investor attends the general shareholders meeting as Proxy for
Global Custodian by demonstrating “Special Circumstances.”
Note
This route illustrates a way for Global Institutional Investor to attend the generalshareholders meeting even where the Company’s articles of incorporation limits the people
qualified to serve as Proxies to their own shareholders.
Special Circumstances include (i) where prefectures, cities or stock corporations are
the shareholders on the shareholders registry and appoint their staff or employees as their
Proxy, (ii) where a hospital patient is the shareholder and appoints their family as their
Proxy, (iii) where a parent is appointed as Proxy for minor who is the shareholder on theshareholders registry, (iv) where foreign institutional investors are the shareholders andappoint Sub-custodians as their Proxy, or (v) where Global Institutional Investors are thesettlors of investment trusts that are subject to Art. 10 of the Act on Investment Trusts andInvestment Corporations and appointed by Global Custodians to attend the generalshareholders meeting as their Proxies. In addition, there are some Global Institutional
Investors that are not subject to Art. 10 of the Act on Investment Trusts and Investment
Corporations, but their legal statuses are similar to settlors that are subject to Art. 10 of the
Act on Investment Trusts and Investment Corporations, in the sense that Global
Institutional Investors decide how to exercise the voting rights based on their fiduciary
duty to their customers and the Global Custodian must accept the Global Institutional
Investor’s instructions. Clarification of the range of Special Circumstances relies on theinterpretation of the Japanese Companies Act, of which further precedents are needed.
We expect that Global Custodian will demonstrate the existence of Special
Circumstances by submitting a document (see “Certification for Global Institutional
Investor to Exercise Voting Rights by Proxy at the General Shareholders Meeting” (Form71)) through Sub-custodian, since the Company cannot identify Global Institutional Investor
behind Global Custodian.
[Route D]
The Company amends the articles of incorporation to add a new clause that allows
Global Institutional Investor to attend the general shareholders meeting as Proxy for
Global Custodian.
ExampleArticle X(Exercising Voting Rights via Proxy)(i) A shareholder may appoint one shareholder having voting rights to be their proxy inorder to exercise their voting rights.
(ii) Notwithstanding the provisions of the preceding paragraph, in accordance with theprovisions in the share handling regulations (kabushiki toriatsukai kitei), institutional
investor who holds shares in the name of trust banks or other similar entities and is
not on the shareholders registry may attend the general shareholders meeting andexercise voting rights as a proxy.
Note
In contrast to Route C, where the definition or range of “Special Circumstances” is notclear, this route may broadly allow Global Institutional Investor to attend the generalshareholders meeting and may enhance legal stability of the procedures for allowing Global
Institutional Investor to attend the general shareholders meeting.
The definition of “institutional investor” and the requirements and procedures toattend the general shareholders meeting may be reasonably prescribed in the provisions inthe share handling regulations.
For the comparison of each Route, see Chart 3.

8

Chart 3 : Comparison of each route

Route A

Route B

Route C

Route D

1

Advantages
・ Clear that Global Institutional
Investor can be Proxy evenunder the provisions in thearticles of incorporation
limiting the qualifications toserve as Proxy.
・ Legally stable.
・ No conflict with the provisions
in the articles of incorporation.
・ No risk of the double exercise
of voting rights.
・ No need to hold more than 1
unit of shares at the record date
for the general shareholders
meeting.
・ No need to amend the articles
of incorporation.
・ Can broadly allow Global
Institutional Investor to attend
the general shareholders
meeting in contrast to Route C.
・ Clear and legally stable
whether and how Global
Institutional Investor can
attend the general shareholders
meeting.

Note・ Global Institutional Investor must holdmore than 1 unit of shares (tangen) asa shareholder on the registry at therecord date for the generalshareholders meeting.1

・ Cannot exercise voting rights or ask
questions at the general shareholders
meeting.
・ The Company has the discretion todecide whether Global Institutional
Investor may attend as an observer.
・ The definition or range of “Special
Circumstances” needs to be clarified
from the perspective of legal stability.

・ Need a resolution of the generalshareholders meeting to amend thearticles of incorporation.
・ The definition or range of“institutional investor” and theprocedure to attend the generalshareholders meeting need to be
described in the share handlingregulations.

In some cases, Global Institutional Investors may choose to register themselves directly through JASDEC
using a FIAMI (Foreign Indirect Account Management Institutions) account structure. Further details
regarding this application process are available at:https://www.jasdec.com/en/system/less/participation/account/index.html. This registration allows Global
Institutional Investors’ names to appear directly on the shareholders registry.

9

Practical Guidance for the Attendance at the General Shareholders Meetingby Global Institutional Investor
1.

Outline of the model process

Early start oncommunication
between Global
Institutional
Investor and theCompany ispreferred.

Global Institutional
Investor
Notify the Company
of intention to attend
the generalshareholders meeting.

GlobalCustodianSub-custodian

Company- Confirm the
purpose of
attendance.
- Confirm language
capability.
- Suggest Route A (ifnotified before
record date).
- Suggest Route B.
- Suggest Route
C/D.
- Explain whichdocuments are
required.

Date on which thegeneralshareholders
meeting notice is
sent
Prior notification of the diverse
exercise of voting rights.
Request to draft
required documents.

Draft and deliver required
documents.

[required documents](i) the Proxy Form(ii) Certification for Global Institutional Investor to
Exercise Voting Rights by Proxy at the General
Shareholders Meeting (Form 1)
As may be necessary(iii) Certification issued by Sub-custodian (Form 2)(vi) Notice of Employee Appointment as Acting
Representative (Form 3)(v) Other documents
Submit copies of required
documents.

10- Notify the Global
Institutional Investorof the Company’s
decision on whether
the Global
Institutional Investor
can attend or not.

- Communicate, as
necessary.
Date of the general Submit required
shareholders
documents.
meeting

11

2.
1)

Model procedures
If Global Institutional Investor notifies the Company of their intention to attend thegeneral shareholders meeting via Sub-custodian, the Company may conduct theprocedures below. Considering the Company’s preparation schedule for the generalshareholders meeting, an early start on communication between Global Institutional
Investor and the Company is preferred. In addition, it is expected that communications
and procedures between Global Institutional Investor and the Company will be
conducted via the Sub-custodian.
The Company will;(a)Confirm Global Institutional Investor’s purpose of attending.
(b)
Suggest Route A, if notified before record date for the general shareholders
meeting and Global Institutional Investor is willing to exercise voting rights at
the general shareholders meeting.
(c)
Suggest Route B, if Global Institutional Investor is not interested in exercising
voting rights at the general shareholders meeting.
(d)
If it is difficult to suggest Route A or B, and the Company has amended theprovisions in the articles of incorporation, suggest Route D.
(e)
If it is difficult to suggest other routes, suggest Route C.
(f)
Explain the required documents and the submission deadline for each route.

2)

If Global Institutional Investor has the intention to attend and exercise voting rights at
the general shareholders meeting, the documents below may be requested by theCompany. After confirming the submitted copies of the required documents, theCompany will notify Global Institutional Investor of its decision as to whether Global
Institutional Investor can attend the general shareholders meeting.
(a)the Proxy FormIn Route A, Route C and Route D, the Proxy Form issued by Global Custodian
is required since Global Institutional Investor will be attending the generalshareholders meeting as Proxy for Global Custodian. If Sub-custodian isgranted comprehensive proxy by Global Custodian, Sub-custodian may issue
the Proxy Form.

(b)

Certification for Global Institutional Investor to Exercise Voting Rights by
Proxy at the General Shareholders Meeting (Form 1)
The exercise of voting rights by Global Institutional Investor at the generalshareholders meeting supersedes the result of the exercise of its voting rights
prior to the day of the general shareholders meeting. Therefore, a“Certification for Global Institutional Investor to Exercise Voting Rights by
Proxy at the General Shareholders Meeting” (Form 1) may be required tocertify that Global Institutional Investor has the authority to give instructions forthe exercise of voting rights written in the Proxy Form exclusively, because it isdifficult to confirm the exclusive authority from the contents of the Proxy Form.
As described in 2. 5) of the Guideline, the Company is required to understand ina timely and accurate manner the status of voting rights that have already been
exercised, and Global Custodian is requested to notify the number of voting
rights exercised prior to the issue date of Form 1. If there is any change in the12exercise of voting rights after the issue date but prior to the general shareholders
meeting, Global Custodian should notify the Company via Sub-custodian.
Form 1 is intended to be used primarily in Route C, and in order to be used inRoute D, some modification may be required in accordance with the provisions
in the articles of incorporation and share handling regulations.
Furthermore, issuing a certificate certifying that the Certification for Global
Institutional Investor to Exercise Voting Rights by Proxy at the General
Shareholders Meeting was truly issued by Global Custodian (“Certification
issued by Sub-custodian” (Form 2)) might help the Company to examine thetrustworthiness of the certification. In case Sub-custodian issues both theProxy Form and the Certification for Global Institutional Investor to Exercise
Voting Rights by Proxy at the General Shareholders Meeting (Form 1), theCertification issued by Sub-custodian (Form 2) may not necessarily be required.
3)

Delivery of the required documents at the general shareholders meeting
Global Institutional Investor needs to submit the required documents, of which copies
are submitted to the Company in advance, to the reception desk at the generalshareholders meeting. On this occasion, the Company may request Global
Institutional Investor to submit the following documents as well.
(a)

Notice of Employee Appointment as Acting Representative (Form 3)
In case Global Institutional Investor is a corporation organization, it might bedifficult for a representative director or an executive of the organization toattend the general shareholders meeting by themselves. In such cases, Global
Institutional Investor may submit Notice of Employee Appointment as Acting
Representative (Form 3) to the Company and appoint its employee as its
representative to attend the general shareholders meeting.

(b)

Identification Confirmation Documents
In order to identify that the very person who have arrived at the generalshareholders meeting is the correct person written in the Proxy Form, therepresentative might be required to submit identification confirmation
documents. An identification document for the Global Custodian, such as aproxy card, is also required for confirmation purposes.

13Certification for Global Institutional Investor to Exercise Voting Rights
by Proxy at the General Shareholders Meeting (Form 1)1
Date/Month/Year2 3 4

To [Name of the Company]

Address[Address on the shareholders registry]

Name[Name on the shareholders registry][Sub-custodian][Address on the notification of appointment of the Sub-custodian][Name on the notification of appointment of the Sub-custodian]Seal 5

Representative

We certify and pledge the following matters and appoint the party in paragraph 2 below as our true andlawful proxy (“Proxy”) at the general shareholders meeting in paragraph 1 below (the “General Shareholders
Meeting”) for [all/part] of your shares that we hold as a shareholder on the shareholders registry (the“Shares”).

1.

The General Shareholders Meeting(1)

Date/Month/Year(2)

Type of general shareholders meeting (ordinary/extraordinary/class)(multiple selection allowed)

2.

Proxy
(1)

Address

(2)

Name6

(3)

Either of the following “Special Circumstances,” (i) or (ii) (select and circle one), in which theexercise of voting rights via Proxy should be allowed, applies to Proxy and the Shares:(i)the Shares are property of an investment trust that are subject to Art. 10, pars. 1 and 2 of the
Act on Investment Trusts and Investment Corporations and Art. 42, pars. 1 item 2 and pars. 2 ofFinancial Instruments and Exchange Act, and Proxy is to instruct the exercise of voting rights
as a settlor company of such investment trust; or(ii)other Special Circumstances as described below apply (e.g., to the best of our knowledge, there
is no possibility that Proxy’s attendance and the exercise of voting rights would disturb theGeneral Shareholders Meeting, and the shareholders’ right to vote would be substantiallyinhibited if the exercise of voting rights via Proxy were not allowed).

1

The shareholder on the shareholders registry, Proxy and we understand and agree that whether
Proxy is, based on the Special Circumstances above, legally permitted to attend the General
Shareholders Meeting depends on the interpretation of the Japanese Companies Act and yourarticles of incorporation, and will follow your reasonable decision on whether Proxy can attend
the General Shareholders Meeting.

3.

Total number of voting rights as at the record date for the General Shareholders Meeting[100 units]

4.

(1)

The number of voting rights Proxy has the right to instruct out of the voting rights listed in 3 above(the “Voting Rights Exercised via Proxy”).
[100/60 units]

(2)

5.

No one except Proxy has the right to instruct the exercise of the Voting Rights Exercised via Proxy.

The status of the Voting Rights Exercised via Proxy(1)

For the status of the Voting Rights Exercised via Proxy that have already been exercised in writing orelectromagnetic methods as of today, see Annex 1.

(2)

We will promptly notify you if there is any change in the status of the Voting Rights Exercised via
Proxy by the day before the General Shareholders Meeting.

(3)

Proxy’s attendance at the General Shareholders Meeting should be recorded the same as if we had
attended the General Shareholders Meeting.

6.

Others
The shareholder on the shareholders registry, Proxy and we understand that Proxy cannot attend the General
Shareholders Meeting if there is any material mistake in this certification and will hold you harmlessregarding any such mistake.7

1

2

Global Custodian and/or Sub-custodian should consider whether to draft the Proxy Form (proxy form issued by Global
Custodian to appoint Global Institutional Investor as Proxy) independently or to add the contents of the Proxy Form herein.
Please note that the Proxy Forms are subject to inspection and copying requests (Art. 310, pars. 7 of the Japanese Companies
Act).
The Company may decide in advance the final submission deadline of a copy of this certification, which will be set on thepremise that the Company confirms Global Institutional Investor’s purpose in attending the General Shareholders Meeting andexplains to Global Institutional Investor the required procedures well in advance of the final submission deadline. The copyof this certification may be submitted in PDF format.

2

3

It is said to be practically difficult for Sub-custodian and Global Custodian to prepare a certification and other documents in the
middle of the season of the general shareholders meeting in Japan. Thus, the practical deadline for Global Institutional
Investor to finish preparing to attend the General Shareholders Meeting may be earlier than the deadline decided by theCompany in advance.
In addition, if Global Institutional Investor wishes to attend the General Shareholders Meeting using Route C with Special
Circumstance (ii) or if the Company needs some time to examine whether it can allow Global Institutional Investor to attend
the General Shareholders Meeting (e.g., complicated factual background), attendance may not be allowed due to the shortageof time available to the Company unless the required documents are submitted well in advance of the General Shareholders
Meeting.

45Global Institutional Investor should submit the original of this certification to the reception desk at the General Shareholders
Meeting.
Sub-custodian may issue the Proxy Form and this certification, based on the authorization of Global Custodian.

6

The number of Proxies attending the General Shareholders Meeting will be one per Global Institutional Investor in accordancewith the provisions in the articles of incorporation.

7

This writing may be added.

3Form 1 Annex 1
Date / Month / Year 1
Half part of seal2

Name of the Company
Name on the Shareholders Registry
3(Shareholder Number)

(

)

Proxy
4

Sub-custodian

The status of the Voting Rights Exercised via Proxy that have already been exercised by Proxy is asfollows.

[Table 1]
Proposals

The number of Voting Rights Exercised via Proxy affirmed, dissented, abstained
and unexercised.
Affirmed
Dissented
Abstained
Unexercised
Total

1

units

units

units

units

[100/60]units

2

units

units

units

units

[100/60]units

3

units

units

units

units

[100/60]units

4

units

units

units

units

[100/60]units

5

units

units

units

units

[100/60]units

6

units

units

units

units

[100/60]units

7

units

units

units

units

[100/60]units[If there are proposals for the appointment of directors, company auditors and others, and the yeas
and nays differ for each nominee, complete Table 2 below and leave Table 1 blank.]

1

[Table 2]
Proposal

Nominee’s No.
NomineeNomineeNominee・・・

Affirmed

Dissented

Abstained

Unexercised

Total

1
2
3

[100/60]
Units[100/60]
Units[100/60]
Units
・
・
・
Nominee1[100/60]
Proposal for
Nominee2
Unitsthe[100/60]
Nominee3
appointment
Units・[100/60]of company
・Unitsauditors
・・・～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～(Instructions)
1. The number of voting rights “Abstained” shall be written only for those that have been
instructed to abstain. The number of voting rights abstained shall be included in the numberof voting rights exercised.
Proposal fortheappointment
of directors

1Though this document will be submitted together with Form 1, please date this document as well.

2

In this document, a seal, half of which is affixed on Form 1 and half on page 1 of this document is required toclarify that this document is submitted together with Form 1. If foreign shareholders do not have seals,
other measures should be taken to clarify that this document is submitted together with Form 1.

3

A seal is not required here since a seal is required in Form 1, which is submitted together with this document.
However, a seal may be required if a company so decides.

4

Though Form 1 already requires the address and the name of the Sub-custodian, please fill in the same
information in this document to clarify that this document is submitted together with Form 1.

2

Certification Issued by Sub-custodian (Form 2)
Date/Month/Year

To [Name of the Company]

Address
Name of the Sub-custodian1
RepresentativeSeal

We certify that the following documents attached to this certification are truly issued by [name of
Global Custodian], [Address of Global Custodian] ([name of Representative]) (the “Shareholder on
the Shareholders Registry”).

We pledge that, with respect to the exercise of voting rights delegatedto the Global Institutional Investor appointed in the Proxy Form (para. 2 below) as Proxy for the
Shareholder on the Shareholders Registry, we will not exercise such voting rights or appoint others
as a sub-agent to exercise such voting rights at the general shareholders meeting identified in the
Proxy Form.2 3

1.

Certification for Global Institutional Investor to Exercise Voting Rights by Proxy at theGeneral Shareholders Meeting (Form 1, including the Annex) as of Date/Month/Year2.

The Proxy Form as of Date/Month/Year1

In case the Shareholder on the Shareholders Registry is a foreign shareholder, its Sub-custodian will
coordinate and submit the required documents.

2

The voting rights of the Shareholders on the Shareholders Registry that are not subject to the Proxy Form for
the Global Institutional Investor will be exercised by Sub-custodian based on its comprehensive proxy.

3

In most cases, Sub-custodians have the right to exercise voting rights as the comprehensive proxies ofShareholders on the Shareholders Registry. However, in this case, in order to clarify that the right toexercise voting rights belongs exclusively to the Shareholders on the Shareholders Registry, Sub-custodians
are required to pledge that they will not exercise their voting rights (including the right to appoint sub-agents)
with respect to the voting rights subject to the Proxy Form. The voting rights that are not subject to the
Proxy Form for the Global Institutional Investor will be exercised by Sub-custodian based on its
comprehensive proxy.

Notice of Employee Appointment as Acting Representative (Form 3)
Date/Month/Year

To [Name of the Company]

Proxy of

(Name of the Shareholder on the
Shareholders Registry)

Name of Proxy
RepresentativeSeal

We hereby notify that we will send [name of the acting representative] as our acting representative to
exercise the voting rights below at the [name of the Company] [number of the general shareholders
meeting] (ordinary/extraordinary/class) general shareholders meeting (including postponement andadjournment) scheduled in [Date/Month/Year].

1.

The acting representative will exercise the voting rights in accordance with our instructions (seethe Table below) regarding the proposals below at the [name of the Company] [number of thegeneral shareholders meeting] (ordinary/extraordinary/class) general shareholders meeting(including postponement and adjournment) scheduled in [Date/Year/Month].

2.

The acting representative will exercise the voting rights based on the purpose of para. 1. above,in case any amendments are made to proposals.

3.

The acting representative will exercise the voting rights regarding any proposal or motion at thegeneral shareholders meeting.

Table
Proposal 1

AffirmDissent

Proposal 2

AffirmDissent：：：(The number of shares for which the voting rights are being exercised)＿＿＿＿＿＿＿＿＿＿＿shares