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Occurring Fact2531TAKARA HOLDINGS INC.Food

Notice Regarding a Shareholder's Request to Convene an Extraordinary General Meeting of Shareholders

TAKARA HOLDINGS INC. has received a demand from ValueAct Japan Master Fund, L.P. to convene an extraordinary general meeting of shareholders. The demanding shareholder is seeking a meeting within 8 weeks of the date the demand was received, with the removal of 3 directors and the election of 3 new directors as agenda items.

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Demand to Convene an Extraordinary General Meeting of Shareholders

Subject Entity

TAKARA HOLDINGS INC.

Target Locations / Products

TAKARA HOLDINGS INC.'s Board of Directors and directors (Tomotsune Riko (友常理子), Kawakami Tomoko (川上智子), and Motomiya Takao (本宮孝夫))

Occurrence22 October 2026 (date on which the demand was made)
Same day
Awareness or receipt of notice22 October 2026 (date on which the Company received the demand letter to convene an extraordinary general meeting of shareholders)
This disclosure10/22/2026
Cause

The demanding shareholder has explained that the reasons include the failure to meet long-term performance targets, poor performance, insufficient strategy and execution capabilities, inadequate oversight by the Board of Directors, and the Company's refusal to engage in dialogue, among others.

Related procedures

Type

Demand to Convene an Extraordinary General Meeting of Shareholders (a demand under Article 297, Paragraph 1 of the Companies Act)

Company response

Directors' and officers' liability

The demanding shareholder is seeking the removal of 3 directors: Tomotsune Riko (友常理子), Kawakami Tomoko (川上智子), and Motomiya Takao (本宮孝夫).

Outlook

The Company will carefully review the details of the demand, determine its response policy, and disclose it promptly once determined. The demand letter requests a written response by 6 November 2026 stating the scheduled dates for the record date announcement, dispatch of the notice convening the meeting, and the general meeting of shareholders.

Planned follow-up disclosure

The Company will disclose its response policy promptly once determined.

Event that occurred
ItemDetails
Event nameDemand to Convene an Extraordinary General Meeting of Shareholders
Date of occurrence22 October 2026 (date on which the demand was made)
Date recognized / date notice received22 October 2026 (date on which the Company received the demand letter to convene an extraordinary general meeting of shareholders)
Subject EntityTAKARA HOLDINGS INC.
Target Locations / ProductsTAKARA HOLDINGS INC.'s Board of Directors and directors (Tomotsune Riko (友常理子), Kawakami Tomoko (川上智子), and Motomiya Takao (本宮孝夫))
CauseThe demanding shareholder has explained that the reasons include the failure to meet long-term performance targets, poor performance, insufficient strategy and execution capabilities, inadequate oversight by the Board of Directors, and the Company's refusal to engage in dialogue, among others.
Type of litigation or proceedingDemand to Convene an Extraordinary General Meeting of Shareholders (a demand under Article 297, Paragraph 1 of the Companies Act)
Directors' and officers' liabilityThe demanding shareholder is seeking the removal of 3 directors: Tomotsune Riko (友常理子), Kawakami Tomoko (川上智子), and Motomiya Takao (本宮孝夫).
OutlookThe Company will carefully review the details of the demand, determine its response policy, and disclose it promptly once determined. The demand letter requests a written response by 6 November 2026 stating the scheduled dates for the record date announcement, dispatch of the notice convening the meeting, and the general meeting of shareholders.
Planned follow-up disclosureThe Company will disclose its response policy promptly once determined.
Items this document does not state (15)
Amount 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 recurrenceVoting 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 Company has not explained the reasons for the demand and has attached the full text of the demand letter as an appendix. The demanding shareholder cites the failure to meet long-term performance targets, poor performance, insufficient strategy and execution capabilities, inadequate oversight by the Board of Directors, and the Company's refusal to engage in dialogue, among other reasons.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Shareholder's Request to Convene an Extraordinary General Meeting of Shareholders | TAKARA HOLDINGS INC. (2531) timely disclosure | Komori