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General Meetings of Shareholders2477Temairazu,Inc.Information and Communications, Services and Others

Notice of Convocation of the 2021 Annual General Meeting of Shareholders

The 18th Annual General Meeting of Shareholders will be held on 17 September 2021, with 8 proposals to be submitted for consideration, including the disposition of surplus, partial amendments to the Articles of Incorporation, the election of directors, directors’ remuneration limits, and restricted stock compensation. The proposals include a transition from a Company with an Audit & Supervisory Board to a Company with an Audit and Supervisory Committee.

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Resolutions for the General Meeting of Shareholders

Annual (18th)
2021
Sep 17
Date and time(Friday), 10:00 a.m.22 days from this disclosure to the meeting
Matters for resolution8 items
  1. Appropriation of surplus

  2. Partial Amendments to the Articles of Incorporation

  3. Election of 2 directors, excluding directors serving as Audit & Supervisory Committee Members

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

  5. Election of 1 substitute director serving as an Audit and Supervisory Committee member

  6. Determination of Compensation Limits for Directors, excluding Directors serving as Audit & Supervisory Committee members

  7. Determination of the amount of compensation for directors serving as Audit and Supervisory Committee Members

  8. Determination of remuneration for the allocation of restricted stock to directors, excluding 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 nominee6 candidates in total: 2 under Proposal No. 3, 3 under Proposal No. 4, and 1 under Proposal No. 5. The 2 new candidates are Nagamata Yoshio (長又 義郎) and Yamamoto Yuki (山本 祐紀) under Proposal No. 4. There are 5 outside director candidates.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (18th)
Date and time17 September 2021 (Friday), 10:00 a.m.
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Partial Amendments to the Articles of Incorporation, Proposal No. 3: Election of 2 directors, excluding directors serving as Audit & Supervisory Committee Members, Proposal No. 4: Election of 3 directors serving as Audit and Supervisory Committee members, Proposal No. 5: Election of 1 substitute director serving as an Audit and Supervisory Committee member, Proposal No. 6: Determination of Compensation Limits for Directors, excluding Directors serving as Audit & Supervisory Committee members, Proposal No. 7: Determination of the amount of compensation for directors serving as Audit and Supervisory Committee Members, Proposal No. 8: Determination of remuneration for the allocation of restricted stock to directors, excluding directors who are Audit and Supervisory Committee members
Shareholder ProposalNo
Director nominee6 candidates in total: 2 under Proposal No. 3, 3 under Proposal No. 4, and 1 under Proposal No. 5. The 2 new candidates are Nagamata Yoshio (長又 義郎) and Yamamoto Yuki (山本 祐紀) under Proposal No. 4. There are 5 outside director candidates.
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.

To strengthen the Board of Directors’ supervisory function and enhance corporate governance by making directors who serve as Audit and Supervisory Committee members part of the Board of Directors, and to enable the Company to implement capital and dividend policies more flexibly.

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Notice of Convocation of the 2021 Annual General Meeting of Shareholders | Temairazu,Inc. (2477) timely disclosure | Komori