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General Meetings of Shareholders2222Kotobuki Spirits Co.,Ltd.Food

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

The 74th Annual General Meeting of Shareholders will be held on 25 June 2026, with 4 proposals submitted for consideration, including the disposition of surplus, partial amendments to the Articles of Incorporation and the election of directors. There are 6 director candidates other than directors serving as Audit and Supervisory Committee Members and 3 candidates for Audit and Supervisory Committee Members. Most are incumbent directors standing for re-election, while 1 candidate for Audit and Supervisory Committee Member is new.

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Resolutions for the General Meeting of Shareholders

Annual (74th fiscal year)
2026
Jun 25
Date and time(Thursday), 10:00 a.m. (reception opens at 9:00 a.m.)23 days from this disclosure to the meeting
Matters for resolution4 items
  1. Appropriation of surplus

  2. Partial Amendments to the Articles of Incorporation

  3. Election of 6 directors, excluding directors who are Audit and Supervisory Committee members

  4. Election of 3 Directors who are Audit and Supervisory Committee Members

Shareholder Proposal

No

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee9 candidates. 1 new candidate and 4 outside directors (2 other than Audit and Supervisory Committee Members and 2 Audit and Supervisory Committee Members)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (74th fiscal year)
Date and time25 June 2026 (Thursday), 10:00 a.m. (reception opens at 9:00 a.m.)
Matters for resolutionProposal No. 1: Appropriation of surplus, Proposal No. 2: Partial Amendments to the Articles of Incorporation, Proposal 3: Election of 6 directors, excluding directors who are Audit and Supervisory Committee members, Proposal No. 4: Election of 3 Directors who are Audit and Supervisory Committee Members
Shareholder ProposalNo
Director nominee9 candidates. 1 new candidate and 4 outside directors (2 other than Audit and Supervisory Committee Members and 2 Audit and Supervisory Committee Members)
Items this document does not state (1)
Percentage voting in favor

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The disposition of surplus was proposed after comprehensively considering stable returns to shareholders, retained earnings, earnings trends and the dividend payout ratio. The amendments to the Articles of Incorporation are intended to enable the flexible implementation of capital and dividend policies and to delete supplementary provisions following the passage of 10 years since the transition to a company with an Audit and Supervisory Committee. The director candidates were selected after comprehensively considering their careers and other qualifications, based on the recommendations of the Nomination and Compensation Advisory Committee.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials | Kotobuki Spirits Co.,Ltd. (2222) timely disclosure | Komori