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General Meetings of Shareholders2805S&B FOODS INC.Food

Notice of Convocation of the 113th Annual General Meeting of Shareholders (Matters Included in the Documents Delivered Among the Matters Subject to Electronic Provision)

At the 113th Annual General Meeting of Shareholders, the Company will submit proposals to elect 12 directors and to delegate to the Board of Directors the authority to decide on a free allotment of stock acquisition rights under the takeover response policy. The takeover response policy has been renewed with partial amendments, including changes to the definition of covered actions and the establishment of a special committee.

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Resolutions for the General Meeting of Shareholders

Annual (113th fiscal year)
2026
Jun 23
Date and time25 days from this disclosure to the meeting
Matters for resolution3 items
  1. Election of 8 directors (excluding directors who are Audit and Supervisory Committee Members)

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

  3. Delegation to the Board of Directors of the authority to decide on matters concerning a free allotment of stock acquisition rights as a countermeasure where the rules set out in the policy for responding to large-scale purchases of the Company's shares (takeover response policy) are not observed

Shareholder Proposal

None (not specified)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
12Nominees
4New
7Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (113th fiscal year)
Date and time10:00 a.m. on Tuesday, 23 June 2026
Matters for resolutionProposal No. 1: Election of 8 directors (excluding directors who are Audit and Supervisory Committee Members), Proposal No. 2: Election of 4 Directors who are Audit and Supervisory Committee Members, Proposal No. 3: Delegation to the Board of Directors of the authority to decide on matters concerning a free allotment of stock acquisition rights as a countermeasure where the rules set out in the policy for responding to large-scale purchases of the Company's shares (takeover response policy) are not observed
Shareholder ProposalNone (not specified)
Director nominee12 candidates, including 4 new candidates and 7 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 Company explains that it is renewing the plan to ensure that shareholders have sufficient information and time to decide whether to accept a large-scale purchase, and to deter and respond to purchases that could impair corporate value or the common interests of shareholders. The reasons given for the director candidates include sustainable growth, appropriate management oversight, and supervision and advice.

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Notice of Convocation of the 113th Annual General Meeting of Shareholders (Matters Included in the Documents Delivered Among the Matters Subject to Electronic Provision) | S&B FOODS INC. (2805) timely disclosure | Komori