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Dentsu : Notice of Voting Results at the 177th Ordinary General Meeting of Shareholders
Dentsu : Notice of Voting Results at the 177th Ordinary General Meeting of
About this update from Dentsu Group Inc.
Notes for readers of this English translation On March 31, 2026, Dentsu Group Inc. (the "Company") filed its Japanese-language Extraordinary Report ( Rinji Hokokusho ) (the "Report") with the Director-General of the Kanto Local Financial Bureau in Japan in connection with the Company's shareholders' voting results for proposals exercised at the 177th Ordinary General Meeting of Shareholders held on March 27, 2026 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety. Notice of Voting Results at the 177th Ordinary General Meeting of Shareholders Dentsu Group Inc. Reason for Filing Following the resolution passed at the 177th Ordinary General Meeting of Shareholders (the "General Meeting of Shareholders") of the Company, which was held on March 27, 2026, this extraordinary report is filed pursuant to provisions of Article 24-5, paragraph 4 of the Financial Instruments and Exchange Act and Article 19, paragraph 2, item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. Contents of Report Date of the General Meeting of Shareholders March 27, 2026 Details of the Proposal Resolved Proposal No.1 Partial Amendments to the Articles of Incorporation In order to enable the issuance of the Bond-Type Class Shares, the Articles of Incorporation of the Company shall be amended to add some provisions regarding such shares. Proposal No.2 Appointment of 11 Directors Gan Matsui, Takeshi Sano, Yoshimasa Watahiki, Shigeki Endo, Paul Candland, Andrew House, Keiichi Sagawa, Yuka Matsuda, Yoshihiko Kawamura, Norimitsu Takashima and Naoko Ichikawa shall be appointed as Directors. The number of voting rights exercised to express approval, disapproval or abstention for the Proposal, the requirement for the Proposal to be approved, and the voting results Proposal Approval (Number of votes) Disapproval (Number of votes) Abstention (Number of votes) Voting results % of approval Result Proposal No. 1 2,144,611 8,412 0 99.61% Approved Proposal No. 2 Gan Matsui 1,513,051 639,988 0 70.28% Approved Takeshi Sano 1,871,163 281,875 0 86.91% Approved Yoshimasa Watahiki 1,878,282 274,758 0 87.24% Approved Shigeki Endo 1,880,475 272,564 0 87.34% Approved Paul Candland 1,737,773 415,271 0 80.71% Approved Andrew House 1,728,060 424,984 0 80.26% Approved Keiichi Sagawa 1,647,795 505,246 0 76.53% Approved Yuka Matsuda 1,721,428 431,609 0 79.95% Approved Yoshihiko Kawamura 1,757,315 395,724 0 81.62% Approved Norimitsu Takashima 1,826,174 326,859 0 84.82% Approved Naoko Ichikawa 1,842,827 310,210 0 85.59% Approved (Note) 1 The requirement for the approval of each Proposal is as follows. The requirement of the approval of Proposal No.1 is the attendance of shareholders who have one-third or more of the voting rights of shareholders who are eligible to exercise voting rights, and two-thirds or more of the vote in favor cast by the said attending shareholders who are eligible to exercise voting rights. The requirement for the approval of Proposal No.2 is the attendance of shareholders who have one-third or more of the voting rights of shareholders who are eligible to exercise voting rights, and a majority vote in favor cast by the said attending shareholders who are eligible to exercise voting rights. (Note) 2 Rate of approval is the proportion of the number of confirmed approving votes for the Proposal exercised by shareholders who voted before or on the day of the General Meeting of Shareholders to the number of voting rights exercised by attending shareholders who are eligible to exercise voting rights (before or on the day of the General Meeting of Shareholders (including the number of voting rights held by shareholders who left early)). Reason for not including a certain number of the voting rights of attending shareholders in the number of voting rights The Proposals were resolved pursuant to the Companies Act because the requirements necessary for the approval of each of the Proposals were satisfied when a certain number of votes of attending shareholders were confirmed as approving or disapproving each of the Proposals, in addition to the voting rights exercised by the day prior to the General Meeting of Shareholders. Therefore, the Company has not counted the number of voting rights of certain shareholders present at the General Meeting of Shareholders, as to which the Company was unable to confirm approval, disapproval or abstention. -