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Statutory disclosure document1447SAAF Holdings Co.,Ltd.Construction and Materials

Notice Regarding the Dismissal of a Shareholder’s Petition for a Provisional Disposition Prohibiting the Holding of the Annual General Meeting of Shareholders and the Dismissal of a Shareholder’s Petition for the Appointment of an Interim Director and Interim Representative Director

The Tokyo District Court decided not to grant either of the shareholders' applications to prohibit the holding of the annual general meeting of shareholders and to appoint temporary directors and a temporary representative director.

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Decision and Details

Tokyo District Court

Dismissal of the applications filed by the Company's shareholders for provisional dispositions prohibiting the holding of the annual general meeting of shareholders and appointing temporary directors and a temporary representative director

Decision23 June 2026
Period CoveredThe period until a final court decision is rendered regarding the status of the directors involved in this matter
ImplementationThe 8th Annual General Meeting of Shareholders is scheduled to be held on 29 June 2026
Going forwardThe Company plans to file an action to rescind the resolutions removing the directors and seek a final court decision. The 8th Annual General Meeting of Shareholders is scheduled to be held on 29 June 2026.
Quantity / scaleThe proportion of voting rights held by shareholders attending the meeting was below the quorum of more than half; 7 candidates for new directors
Reason

The resolutions to remove the directors failed to meet the quorum and therefore had grounds for rescission due to violations of laws and regulations in the method of passing the resolutions. In addition, a provisional disposition order has been issued recognizing the status of the existing directors and representative director.

Decision and Details
ItemDetails
Matter CoveredDismissal of the applications filed by the Company's shareholders for provisional dispositions prohibiting the holding of the annual general meeting of shareholders and appointing temporary directors and a temporary representative director
Decision-Making BodyTokyo District Court
Decision Date23 June 2026
Implementation DateThe 8th Annual General Meeting of Shareholders is scheduled to be held on 29 June 2026
Period CoveredThe period until a final court decision is rendered regarding the status of the directors involved in this matter
Quantity / scaleThe proportion of voting rights held by shareholders attending the meeting was below the quorum of more than half; 7 candidates for new directors
ReasonThe resolutions to remove the directors failed to meet the quorum and therefore had grounds for rescission due to violations of laws and regulations in the method of passing the resolutions. In addition, a provisional disposition order has been issued recognizing the status of the existing directors and representative director.
Governing RuleCompanies Act, Article 831, paragraph 1, item 1; Companies Act, Article 346, paragraph 1; Companies Act, Article 351, paragraph 1
Related previous disclosures“Notice of Convocation of the 8th Annual General Meeting of Shareholders” dated 5 June 2026; “Notice regarding the Filing by the Company's Directors of an Application for a Provisional Disposition Confirming Their Status and the Court's Decision to Order Such Provisional Disposition” dated 23 June 2026; “(Progress of Previously Disclosed Matter) Notice regarding the Result of the Objection Filed against the Court's Decision to Order a Provisional Disposition Confirming the Status of the Company's Directors” dated 12 June 2026; “Notice of the Resolutions of the Extraordinary General Meeting of Shareholders and the Company's Response” dated 12 May 2026
Future plansThe Company plans to file an action to rescind the resolutions removing the directors and seek a final court decision. The 8th Annual General Meeting of Shareholders is scheduled to be held on 29 June 2026.
Items this document does not state (2)
AmountImpact on Business Performance

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.

According to the Company, there is a reasonably high possibility that the resolutions to remove the directors were subject to rescission because they failed to meet the quorum and violated applicable laws and regulations. In addition, a provisional disposition order has been issued recognizing the status of the existing directors and representative director.

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Notice Regarding the Dismissal of a Shareholder’s Petition for a Provisional Disposition Prohibiting the Holding of the Annual General Meeting of Shareholders and the Dismissal of a Shareholder’s Petition for the Appointment of an Interim Director and Interim Representative Director | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori