Resolution to Oppose the Proposals to Be Submitted to the Extraordinary General Meeting
株式会社ジェイホールディングス, the proposing shareholder ノアグループホールディングス株式会社, its Representative Director Onishi Masayuki (大西 雅之), and director candidate Nakamura Tomonori (中村 友律)
Discrepancies between the descriptions and the facts concerning the director candidates' qualifications and backgrounds, and insufficient explanations by the proposing shareholder and Onishi Masayuki (大西 雅之) concerning large-volume shareholding reports and joint holdings
Related procedures
Request by a shareholder to convene an extraordinary general meeting, petition for permission to convene an extraordinary general meeting, petition to inspect the shareholder registry, and petition for appointment of an inspector
Tokyo District Court
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Proposing shareholder: 460,800 shares, 3.40% (as of the reference date set by the Company, 23 July 2026) / Onishi Masayuki (大西 雅之): 762,500 shares, 5.62% (as of the reference date set by the Company, 23 July 2026)
Company response
The Company's Board of Directors conducted legal due diligence, financial due diligence, and business due diligence. The establishment of a third-party committee or special investigation committee was not disclosed.
The Company will oppose the proposals for the election of 3 directors at the extraordinary general meeting.
| Item | Details |
|---|---|
| Event name | Resolution to Oppose the Proposals to Be Submitted to the Extraordinary General Meeting |
| Date of occurrence | 5 August 2026 (date of the Company's Board of Directors' resolution) |
| Date recognized / date notice received | 31 July 2026 (date on which a response letter was received from the proposing shareholder's representative) |
| Subject Entity | 株式会社ジェイホールディングス, the proposing shareholder ノアグループホールディングス株式会社, its Representative Director Onishi Masayuki (大西 雅之), and director candidate Nakamura Tomonori (中村 友律) |
| Cause | Discrepancies between the descriptions and the facts concerning the director candidates' qualifications and backgrounds, and insufficient explanations by the proposing shareholder and Onishi Masayuki (大西 雅之) concerning large-volume shareholding reports and joint holdings |
| Type of litigation or proceeding | Request by a shareholder to convene an extraordinary general meeting, petition for permission to convene an extraordinary general meeting, petition to inspect the shareholder registry, and petition for appointment of an inspector |
| Court or authority | Tokyo District Court |
| Date of filing / date of action | 21 July 2026 (date on which the Tokyo District Court issued its decision permitting the convening of the extraordinary general meeting) |
| Investigation structure | The Company's Board of Directors conducted legal due diligence, financial due diligence, and business due diligence. The establishment of a third-party committee or special investigation committee was not disclosed. |
| Voting rights ownership percentage before the change | Proposing shareholder: 460,800 shares, 3.40% (as of the reference date set by the Company, 23 July 2026) / Onishi Masayuki (大西 雅之): 762,500 shares, 5.62% (as of the reference date set by the Company, 23 July 2026) |
| Outlook | The Company will oppose the proposals for the election of 3 directors at the extraordinary general meeting. |
Items this document does not state (14)
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 determined that electing the candidates would be inappropriate from a compliance perspective because there are discrepancies between the descriptions of the qualifications and backgrounds of director candidate Nakamura Tomonori (中村 友律) and the facts, and because the explanations provided by the proposing shareholder and its representative, Onishi Masayuki (大西 雅之), concerning large-volume shareholding reports and joint holdings are insufficient. In addition, financial due diligence and business due diligence have not been conducted or completed because the proposing shareholder's responses did not cover all of the questions.