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General Meetings of Shareholders1384Hokuryo Co.,Ltd.Food

Notice of Convocation of the 78th Annual General Meeting of Shareholders

The 78th Annual General Meeting of Shareholders will be held on 25 June 2026, with proposals concerning amendments to the Articles of Incorporation, the election of directors and Audit & Supervisory Board Members, the payment of retirement bonuses to retiring officers, and a shareholder proposal. In addition to the company’s proposals, a shareholder proposal would amend the Articles of Incorporation to stipulate the transition to sustainable livestock farming methods, including cage-free farming, and related information disclosure.

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Resolutions for the General Meeting of Shareholders

Annual (78th term)
2026
Jun 25
Date and time(Thursday), 10:00 a.m. (reception opens at 9:00 a.m.)22 days from this disclosure to the meeting
Matters for resolution6 items (5 from the company, 1 from shareholders)
  1. Partial Amendment to the Articles of Incorporation

  2. Election of 6 Directors

  3. Election of 3 Audit & Supervisory Board members

  4. Election of 1 Substitute Audit & Supervisory Board Member

  5. Payment of Retirement Bonuses to Retiring Directors and Retiring Audit & Supervisory Board Members

  6. Shareholder Proposal—Partial Amendments to the Articles of Incorporation

    Shareholder Proposal
Shareholder Proposal

Proposal No. 6, “Shareholder Proposal—Partial Amendments to the Articles of Incorporation,” submitted by shareholders Shukumae Nobumitsu (祝前伸光), who holds 300 voting rights, Kuroiwa Miyuri (黒岩三由里), and Yoshida Chihiro (吉田千尋). The Board of Directors opposes the proposal.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
6Nominees
0New
2Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (78th term)
Date and time25 June 2026 (Thursday), 10:00 a.m. (reception opens at 9:00 a.m.)
Matters for resolutionProposal No. 1: Partial Amendment to the Articles of Incorporation, Proposal No. 2: Election of 6 Directors, Proposal No. 3: Election of 3 Audit & Supervisory Board members, Proposal No. 4: Election of 1 Substitute Audit & Supervisory Board Member, Proposal No. 5: Payment of Retirement Bonuses to Retiring Directors and Retiring Audit & Supervisory Board Members, Proposal No. 6: Shareholder Proposal—Partial Amendments to the Articles of Incorporation
Shareholder ProposalProposal No. 6, “Shareholder Proposal—Partial Amendments to the Articles of Incorporation,” submitted by shareholders Shukumae Nobumitsu (祝前伸光), who holds 300 voting rights, Kuroiwa Miyuri (黒岩三由里), and Yoshida Chihiro (吉田千尋). The Board of Directors opposes the proposal.
Director nominee6, including 0 new candidates and 2 outside directors
Items this document does not state (1)
Percentage voting in favor

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The proposed amendments to the Articles of Incorporation would enable the appointment of a CEO and COO and allow for greater flexibility in the operation of the Board of Directors and the management of the Company. The election of 6 directors is proposed because the terms of all directors are expiring and 1 managing director is retiring. The election of 3 Audit & Supervisory Board Members is proposed because the terms of all Audit & Supervisory Board Members are expiring and 2 are retiring. The election of 1 substitute Audit & Supervisory Board Member is intended to prepare for any shortfall in the number required by law. The retirement bonuses are intended to recognize the contributions made by the retiring officers during their tenure. The shareholder proposal would expressly stipulate in the Articles of Incorporation the Company’s response to animal welfare, its transition to cage-free farming, and related information disclosure. The Board of Directors opposes the shareholder proposal on the grounds that specifically stipulating individual management issues in the Articles of Incorporation could constrain flexible and agile management decisions.

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Notice of Convocation of the 78th Annual General Meeting of Shareholders | Hokuryo Co.,Ltd. (1384) timely disclosure | Komori