---
title: "Japan shareholder proposal and AGM voting route"
aliases:
  - "Japan shareholder proposal AGM voting"
  - "Japan AGM voting route"
  - "株主提案 AGM voting Japan"
  - "finance/japan-shareholder-proposal-and-agm-voting"
domain: "finance"
created: 2026-05-22
last_updated: 2026-07-29
last_tended: 2026-07-29
review_by: 2027-01-29
confidence: likely
tags: [finance, governance, AGM, shareholder-proposal, voting, Japan]
status: active
sources:
  - "https://laws.e-gov.go.jp/data/Act/417AC0000000086/618544_1/417AC0000000086_20240522_506AC0000000032_h1.pdf"
  - "https://www.japaneselawtranslation.go.jp/en/laws/view/3206/en/1000"
  - "https://www.jpx.co.jp/english/equities/listing/disclosure/guidebook/dh3otn0000000xbv-att/Guidebook.pdf"
  - "https://www.jpx.co.jp/equities/listing/cg/index.html"
  - "https://www.jpx.co.jp/equities/listing/disclosure/overview/"
---

# Japan shareholder proposal and AGM voting route

## Overview

Japan shareholder proposal and AGM voting records connect Companies Act shareholder rights, convocation notice, reference documents, written voting, electronic voting, corporate-governance disclosure, proxy voting, stewardship disclosure, and post-meeting voting results. This page records public record fields for listed-company governance events.

This page belongs to [[finance/INDEX|finance domain]] and links to [[finance/japan-activist-investor-playbook|Japan activist investor playbook]], [[finance/japan-large-shareholding-disclosure|large-shareholding disclosure]], [[finance/japan-fair-disclosure-and-insider-trading-controls|fair disclosure and insider trading controls]], [[finance/japan-mbo-and-squeeze-out-process|Japan MBO and squeeze-out process]], [[finance/japan-tender-offer-process|Japan tender offer process]], [[securities/tokyo-stock-exchange|Tokyo Stock Exchange]], and [[financial-regulators/japan-exchange-group|Japan Exchange Group]].

## Route Map

Source: the table follows the [Companies Act](https://www.japaneselawtranslation.go.jp/en/laws/view/4481/en) and [JPX corporate-governance materials](https://www.jpx.co.jp/equities/listing/cg/index.html); company-specific dates and voting methods must be read from the issuer's convocation notice.

| Layer | Public source route | Public record field |
|---|---|---|
| Shareholders meeting decision | Companies Act Article 298 | Date, time, place, meeting purpose, written voting, electronic voting. |
| Convocation notice | Companies Act Article 299 | Notice period and written notice route. |
| Written voting documents | Companies Act Article 301 | Reference documents and voting forms. |
| Electronic voting documents | Companies Act Article 302 | Reference documents and electronic voting-form information. |
| Shareholder proposal rights | Companies Act Articles 303-305 | Agenda inclusion, meeting-stage proposals, proposal summary in notice. |
| Electronic vote effect | Companies Act Article 312 | Electronically exercised votes counted as votes of attending shareholders. |
| Listed-company governance | JPX corporate-governance code / reports | AGM facilitation and governance-disclosure fields. |
| Voting result | Issuer disclosure / TDnet / governance materials | Approval ratio, proposal result, director election results. |

## Companies Act Fields

Source: each row in the table is keyed to the [Companies Act](https://www.japaneselawtranslation.go.jp/en/laws/view/4481/en); statutory exceptions and articles in force for the meeting date prevail.

| Article | Public field |
|---|---|
| Article 298 | Directors decide meeting date / time / place, matters that are the purpose of the meeting, and whether written or electronic voting is allowed. |
| Article 299 | Notice of shareholders meeting must generally be sent no later than two weeks before the meeting. |
| Article 299 | One-week notice route applies for non-public companies in specified cases. |
| Article 299 | Written notice is required where written / electronic voting is adopted or where the company has a board. |
| Article 301 | If written voting is adopted, reference documents and voting forms are sent with the notice. |
| Article 302 | If electronic voting is adopted, reference documents are sent with the notice and voting-form information is provided electronically. |
| Article 303 | For a company with a board, shareholders with 1% of votes or 300 votes held for six months or more may demand inclusion of matters in meeting purposes. |
| Article 303 | The demand timing for board companies is no later than eight weeks before the meeting. |
| Article 304 | Shareholders may submit proposals at the meeting on matters already within meeting purposes, subject to statutory limits. |
| Article 305 | Qualifying shareholders may demand that a proposal summary be included in convocation materials. |
| Article 305 | The same 1% / 300 votes, six-month holding, and eight-week timing fields apply for board-company proposal-summary demands. |
| Article 312 | Electronic voting is possible with company approval and by Cabinet Order / Ministry of Justice Order route; electronically exercised votes count as votes of attending shareholders. |

## AGM Materials Route

Source: the table is a document-retrieval checklist based on the [Companies Act](https://www.japaneselawtranslation.go.jp/en/laws/view/4481/en) and [JPX corporate-governance materials](https://www.jpx.co.jp/equities/listing/cg/index.html), not a statement that every issuer uses every voting channel.

| Public material | Record fields |
|---|---|
| Convocation notice | Meeting date, location / format, agenda, voting deadline, voting method. |
| Reference documents | Company proposals, shareholder proposals, board position, director / auditor candidate information. |
| Voting form | Written voting route and proposal-by-proposal selection. |
| Electronic voting page | Electronic voting method, authentication route, voting deadline. |
| Corporate governance report | Board structure, committee structure, independent directors, governance-code explanations. |
| Voting results disclosure | Approval ratio, voting result by proposal, director election result, shareholder-proposal outcome. |

## JPX Governance Report Fields

JPX timely disclosure guidebook materials identify listed-company AGM / voting facilitation fields in the corporate-governance report route. The source pack recorded the following public disclosure items:

Source: the table follows the [JPX timely-disclosure guidebook](https://www.jpx.co.jp/english/equities/listing/disclosure/guidebook/dh3otn0000000xbv-att/Guidebook.pdf) and the current [JPX corporate-governance route](https://www.jpx.co.jp/equities/listing/cg/index.html).

| JPX governance-report item | Public field |
|---|---|
| Early posting of notice | Timing and method of convocation notice publication. |
| Non-peak-day scheduling | AGM date concentration / scheduling field. |
| Electronic exercise of voting rights | Electronic voting adoption field. |
| Institutional voting platform | Participation in an institutional platform such as ICJ. |
| English notice / summary | English-language notice or summary field. |
| Other facilitation measures | Additional issuer-disclosed AGM facilitation items. |

## Public Record Fields

Source: the table is a retrieval checklist for the [Companies Act](https://www.japaneselawtranslation.go.jp/en/laws/view/4481/en), issuer convocation notices, and the [JPX corporate-governance route](https://www.jpx.co.jp/equities/listing/cg/index.html); issuer filings control for each meeting.

| Field | Source route |
|---|---|
| Meeting date | Convocation notice, issuer IR page, TDnet. |
| Meeting format | Convocation notice and issuer disclosure. |
| Agenda item | Convocation notice / reference documents. |
| Company proposal | Board proposal section. |
| Shareholder proposal | Proposal text, proposer name where disclosed, board position. |
| Proposal-right threshold | Companies Act Articles 303 and 305. |
| Proposal deadline | Eight-week route for board companies under Companies Act Articles 303 and 305. |
| Voting method | Written voting, electronic voting, in-person voting, institutional platform field where public. |
| Voting result | Issuer voting-results disclosure. |
| Governance code disclosure | JPX corporate-governance report. |
| Large holder context | EDINET large-shareholding report where relevant. |

## Activism Connection

[[finance/japan-activist-investor-playbook|Japan activist investor playbook]] records governance campaigns, shareholder proposals, AGM voting, public letters, and control-transaction adjacency. [[finance/japan-large-shareholding-disclosure|Large-shareholding disclosure]] records 5% reporting, joint holders, purpose of holding, and change reports that may accompany proposal activity.

## JapanFG Relevance

Listed JapanFG pages can link AGM / shareholder-proposal records when public filings or issuer materials support the connection. Relevant listed groups include [[megabanks/mufg]], [[megabanks/smfg]], [[megabanks/mizuho-fg]], [[securities-firms/nomura-hd]], [[securities-firms/daiwa-sg]], [[megabanks/sbi-hd]], [[securities-firms/monex-group]], [[payment-firms/wealthnavi]], and listed regional-bank holding companies.

## Related

- [[finance/INDEX]]
- [[finance/japan-activist-investor-playbook]]
- [[finance/japan-large-shareholding-disclosure]]
- [[finance/japan-fair-disclosure-and-insider-trading-controls]]
- [[finance/japan-mbo-and-squeeze-out-process]]
- [[finance/japan-tender-offer-process]]
- [[securities/tokyo-stock-exchange]]
- [[financial-regulators/japan-exchange-group]]
- [[securities/japan-ipo-listing-disclosure-route]]
- [[securities/japan-underwriting-market-structure]]
- [[INDEX|FinWiki index]]

## Sources

- e-Gov: Companies Act official PDF.
- Japanese Law Translation: Companies Act.
- JPX: timely disclosure guidebook.
- JPX: corporate-governance public pages.
- JPX: timely disclosure overview.