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General Meetings of Shareholders1447SAAF Holdings Co.,Ltd.Construction and Materials

Notice Concerning the Board of Directors’ Opposition to a Shareholder Proposal for an Extraordinary General Meeting of Shareholders

The Company’s Board of Directors announced its opposition to all proposals submitted by a shareholder at an extraordinary general meeting of shareholders, concerning the removal of the 7 current directors and the election of 7 new directors.

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Resolutions for the General Meeting of Shareholders

Extraordinary (meeting number: Not disclosed)
2026
May 12
Date and time5 days from this disclosure to the meeting
Matters for resolution8 items
  1. Removal of Director Sanada Naoyuki (左奈田 直幸)

  2. Removal of Director Matsuba Kiyoshi (松場 清志)

  3. Removal of Director Sakaguchi Takehiro (坂口 岳洋)

  4. Removal of Director Wada Hiroshi (和田 洋)

  5. Removal of Director Tsukamoto Isao (塚本 勲)

  6. Removal of Director Hattori Chikako (服部 千賀子)

  7. Removal of Director Nakaoka Kazuki (仲岡 一紀)

  8. Election of 7 directors

Shareholder Proposal

The proponent is Maeshun Mamoru (前俊守). The proposals call for the removal of the 7 current directors and the election of 7 director candidates. The Board of Directors opposes all proposals.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee7 candidates: 7 new candidates, including 5 outside directors. The proposal rationale identifies Iwata, Emoto, Ikegami and Takahashi as candidates for outside director and states that Minato is also suitable to serve as an outside director.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingExtraordinary (meeting number: Not disclosed)
Date and time10:00 a.m. on 12 May 2026
Matters for resolutionProposal No. 1: Removal of Director Sanada Naoyuki (左奈田 直幸), Proposal No. 2: Removal of Director Matsuba Kiyoshi (松場 清志), Proposal No. 3: Removal of Director Sakaguchi Takehiro (坂口 岳洋), Proposal No. 4: Removal of Director Wada Hiroshi (和田 洋), Proposal No. 5: Removal of Director Tsukamoto Isao (塚本 勲), Proposal No. 6: Removal of Director Hattori Chikako (服部 千賀子), Proposal No. 7: Removal of Director Nakaoka Kazuki (仲岡 一紀), Proposal No. 8: Election of 7 directors
Shareholder ProposalThe proponent is Maeshun Mamoru (前俊守). The proposals call for the removal of the 7 current directors and the election of 7 director candidates. The Board of Directors opposes all proposals.
Director nominee7 candidates: 7 new candidates, including 5 outside directors. The proposal rationale identifies Iwata, Emoto, Ikegami and Takahashi as candidates for outside director and states that Minato is also suitable to serve as an outside director.
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 Company is achieving record-high profits and advancing organizational restructuring and structural reforms under the current management structure; a special investigation committee determined that the shareholder proponent had misappropriated Company assets for personal purposes and engaged in other conduct; the Company believes there are issues with the shareholder proponent group’s large shareholding reports and acquisition of shares; and the Company is unable to adequately assess the new candidates’ understanding of the business, management capabilities and awareness of compliance.

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Notice Concerning the Board of Directors’ Opposition to a Shareholder Proposal for an Extraordinary General Meeting of Shareholders | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori