Decision and Details
Tokyo District CourtOutcome of the objection to the decision ordering a provisional disposition confirming the status of the Company's directors
The resolution at the extraordinary general meeting of shareholders to remove 7 directors was subject to rescission under Article 831, Paragraph 1, Item 1 of the Companies Act because the number of voting rights held by shareholders present did not meet the quorum requirement of a majority. The resolution to elect more than 7 directors, the limit set forth in the Articles of Incorporation, was also subject to rescission under Article 831, Paragraph 1, Item 2 of the Companies Act.
| Item | Details |
|---|---|
| Matter Covered | Outcome of the objection to the decision ordering a provisional disposition confirming the status of the Company's directors |
| Decision-Making Body | Tokyo District Court |
| Decision Date | 10 June 2026 |
| Implementation Date | 10 June 2026 (decision rejecting the objection and upholding the decision ordering the provisional disposition) |
| Quantity / scale | 7 director candidates proposed by Mr. Mae; the Company's limit of 7 directors |
| Reason | The resolution at the extraordinary general meeting of shareholders to remove 7 directors was subject to rescission under Article 831, Paragraph 1, Item 1 of the Companies Act because the number of voting rights held by shareholders present did not meet the quorum requirement of a majority. The resolution to elect more than 7 directors, the limit set forth in the Articles of Incorporation, was also subject to rescission under Article 831, Paragraph 1, Item 2 of the Companies Act. |
| Governing Rule | Article 831, Paragraph 1, Items 1 and 2 of the Companies Act; the Company's Articles of Incorporation |
| Related previous disclosures | "Notice Regarding the Decision Ordering a Provisional Disposition Confirming the Status of the Company's Directors" dated 2 June 2026; "Notice of the Resolutions of the Extraordinary General Meeting of Shareholders and the Company's Response" dated 12 May 2026 |
| Future plans | In the court proceedings, the Company will seek a final determination by the court as to whether the resolutions to remove the directors and elect the director candidates proposed by Mr. Mae should be declared nonexistent, invalid, or rescinded on the grounds that they violate laws, regulations, or the Articles of Incorporation. The Company will promptly make timely disclosures if any matters requiring disclosure arise. |
Items this document does not state (3)
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 Tokyo District Court determined that the resolution at the extraordinary general meeting of shareholders to remove 7 directors was subject to rescission under Article 831, Paragraph 1, Item 1 of the Companies Act because the number of voting rights held by shareholders present did not meet the quorum requirement of a majority. The court also determined that the resolution to elect the director candidates proposed by Mr. Mae was subject to rescission under Article 831, Paragraph 1, Item 2 of the Companies Act for violating the Articles of Incorporation, because the number of candidates exceeded the Company's limit of 7 directors.