Komori
Occurring Fact1447SAAF Holdings Co.,Ltd.Construction and Materials

(Update on Disclosed Matter) Notice Regarding the Board of Directors’ Opinion on a Shareholder Proposal in Connection with a Shareholder’s Request to Convene an Extraordinary General Meeting of Shareholders

In response to the shareholder’s request to convene an extraordinary general meeting of shareholders, the Company decided not to comply with the request concerning proposals for the dismissal of 7 directors and the election of 7 successors. At the same time, although the proposal to amend the Articles of Incorporation will be submitted to an extraordinary general meeting of shareholders scheduled for late August, the Company decided to oppose it.

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Board of Directors’ Opinion on Shareholder Proposals in a Shareholder Request to Convene an Extraordinary General Meeting of Shareholders

Subject Entity

SAAFホールディングス株式会社

Occurrence8 July 2026 (the date on which the opinion was approved by the Board of Directors)
Awareness or receipt of notice30 June 2026 (the date on which the request to convene an extraordinary general meeting of shareholders was received)
This disclosure07/08/2026
Cause

A request to convene an extraordinary general meeting of shareholders and shareholder proposals submitted by shareholder Mae Toshimori (前俊守)

Related procedures

Type

Request to convene an extraordinary general meeting of shareholders; reference to prior provisional injunction proceedings

Outlook

The Company will submit Agenda Item 1 to an extraordinary general meeting of shareholders scheduled for late August 2026. If the Company decides to convene an extraordinary general meeting of shareholders based on this request, it will promptly announce the date and time, venue and details of the agenda items to be submitted.

Planned follow-up disclosure

If the Company decides to convene an extraordinary general meeting of shareholders, it will promptly announce the date and time, venue and details of the agenda items to be submitted.

Event that occurred
ItemDetails
Event nameBoard of Directors’ Opinion on Shareholder Proposals in a Shareholder Request to Convene an Extraordinary General Meeting of Shareholders
Date of occurrence8 July 2026 (the date on which the opinion was approved by the Board of Directors)
Date recognized / date notice received30 June 2026 (the date on which the request to convene an extraordinary general meeting of shareholders was received)
Subject EntitySAAFホールディングス株式会社
CauseA request to convene an extraordinary general meeting of shareholders and shareholder proposals submitted by shareholder Mae Toshimori (前俊守)
Type of litigation or proceedingRequest to convene an extraordinary general meeting of shareholders; reference to prior provisional injunction proceedings
OutlookThe Company will submit Agenda Item 1 to an extraordinary general meeting of shareholders scheduled for late August 2026. If the Company decides to convene an extraordinary general meeting of shareholders based on this request, it will promptly announce the date and time, venue and details of the agenda items to be submitted.
Planned follow-up disclosureIf the Company decides to convene an extraordinary general meeting of shareholders, it will promptly announce the date and time, venue and details of the agenda items to be submitted.
Items this document does not state (17)
Target Locations / ProductsAmount of Impact on Business PerformanceAccounting period in which recognizedImpact on Earnings ForecastCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liabilityVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

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 7 directors were elected at the most recent annual general meeting of shareholders with approval of more than 80%, and the Company determined that repeatedly submitting proposals with the same content would damage the Company’s credibility and disrupt management. The Company also determined that lowering the quorum for resolutions to dismiss directors through an amendment to the Articles of Incorporation could undermine management stability.

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(Update on Disclosed Matter) Notice Regarding the Board of Directors’ Opinion on a Shareholder Proposal in Connection with a Shareholder’s Request to Convene an Extraordinary General Meeting of Shareholders | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori