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General Meetings of Shareholders177AKohjin Bio Co.,Ltd.Materials and Chemicals

Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials

The 47th Annual General Meeting of Shareholders will be held on 26 June 2026, and 7 proposals will be submitted, including the appropriation of surplus, amendments to the Articles of Incorporation, the election of Directors and Directors serving as Audit and Supervisory Committee Members, the appointment of an accounting auditor, and the determination of Directors’ compensation limits. If the amendments to the Articles of Incorporation are approved, the company will change from a company with an Audit and Supervisory Board to a company with an Audit and Supervisory Committee.

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Resolutions for the General Meeting of Shareholders

Annual (47th)
2026
Jun 26
Date and time(Friday), 10:30 a.m.23 days from this disclosure to the meeting
Matters for resolution7 items
  1. Appropriation of surplus

  2. Partial Amendments to the Articles of Incorporation

  3. Election of 4 Directors (excluding Directors serving as Audit and Supervisory Committee Members)

  4. Election of 3 directors serving as Audit and Supervisory Committee members

  5. Appointment of an accounting auditor

  6. Determination of compensation for Directors (excluding Directors serving as Audit and Supervisory Committee Members)

  7. Determination of compensation for Directors serving as Audit and Supervisory Committee Members

Shareholder Proposal

No

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee7 people: 3 new and 5 Outside Directors (1 of the 4 candidates under Proposal No. 3 and all 3 candidates under Proposal No. 4)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (47th)
Date and time26 June 2026 (Friday), 10:30 a.m.
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Partial Amendments to the Articles of Incorporation, Proposal No. 3: Election of 4 Directors (excluding Directors serving as Audit and Supervisory Committee Members), Proposal No. 4: Election of 3 directors serving as Audit and Supervisory Committee members, Proposal No. 5: Appointment of an accounting auditor, Proposal No. 6: Determination of compensation for Directors (excluding Directors serving as Audit and Supervisory Committee Members), Proposal No. 7: Determination of compensation for Directors serving as Audit and Supervisory Committee Members
Shareholder ProposalNo
Director nominee7 people: 3 new and 5 Outside Directors (1 of the 4 candidates under Proposal No. 3 and all 3 candidates under Proposal No. 4)
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 amendments to the Articles of Incorporation are proposed to accommodate the expansion of the company’s business, establish a two-person representative structure comprising a Chairman and a President, strengthen audit and supervisory functions, enhance governance, and enable faster decision-making through the delegation of authority. Regarding the change in accounting auditor, the company states that it comprehensively considered the need for a fresh perspective, expertise, independence and quality-control systems appropriate to the company’s business scale, and the level of audit fees.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials | Kohjin Bio Co.,Ltd. (177A) timely disclosure | Komori