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General Meetings of Shareholders2175SMS CO.,LTD.Information and Communications, Services and Others

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

The agenda for the 23rd Annual General Meeting of Shareholders will include proposals concerning dividends, the election of directors and directors serving as Audit and Supervisory Committee Members, revisions to directors’ compensation, and the introduction of a post-delivery share-based compensation plan for Representative Directors. New outside director nominees have been added.

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Resolutions for the General Meeting of Shareholders

Annual (23rd fiscal year)
2026
Jun 19
Date and time14 days from this disclosure to the meeting
Matters for resolution6 items
  1. Appropriation of surplus

  2. Election of 3 directors, excluding directors who are Audit and Supervisory Committee members

  3. Election of 3 Directors who are Audit & Supervisory Committee Members

  4. Election of 1 alternate Director who is an Audit & Supervisory Committee Member

  5. Revision of remuneration for directors, excluding directors who are Audit and Supervisory Committee Members

  6. Determination of compensation in connection with the introduction of a post-delivery share-based compensation plan for Representative Directors

Shareholder Proposal

Not disclosed

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nomineeThere are 7 nominees in total: 3 under Proposal No. 2, 3 under Proposal No. 3, and 1 under Proposal No. 4. Of these, 5 are new nominees and 7 are outside directors.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (23rd fiscal year)
Date and time10:00 a.m. on Friday, 19 June 2026
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Election of 3 directors, excluding directors who are Audit and Supervisory Committee members, Proposal 3: Election of 3 Directors who are Audit & Supervisory Committee Members, Proposal 4: Election of 1 alternate Director who is an Audit & Supervisory Committee Member, Proposal 5: Revision of remuneration for directors, excluding directors who are Audit and Supervisory Committee Members, Proposal No. 6: Determination of compensation in connection with the introduction of a post-delivery share-based compensation plan for Representative Directors
Shareholder ProposalNot disclosed
Director nomineeThere are 7 nominees in total: 3 under Proposal No. 2, 3 under Proposal No. 3, and 1 under Proposal No. 4. Of these, 5 are new nominees and 7 are outside directors.
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 election of director nominees is intended to enhance the oversight and supervisory functions of management, the compensation revisions to strengthen incentives for sustained improvement in corporate value, and the share-based compensation plan to ensure the performance of duties in line with the roadmap and promote value sharing with shareholders.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials | SMS CO.,LTD. (2175) timely disclosure | Komori