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General Meetings of Shareholders3626TISI Inc.Information and Communications, Services and Others

Notice of Convocation of the 18th Annual General Meeting of Shareholders

At the 18th Annual Shareholders Meeting, shareholder approval will be sought for the year-end dividend, amendments to the Articles of Incorporation, the election of directors and directors serving as Audit and Supervisory Committee members, director remuneration, and the performance-linked stock compensation plan. The amendments to the Articles of Incorporation include changing the corporate name in connection with the merger with インテック and transitioning to a company with an Audit and Supervisory Committee.

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Resolutions for the General Meeting of Shareholders

Annual (18th fiscal year)
2026
Jun 23
Date and time38 days from this disclosure to the meeting
Matters for resolution7 items
  1. Appropriation of surplus

  2. Partial Amendments to the Articles of Incorporation

  3. Election of 9 Directors (excluding Directors who are Audit & Supervisory Committee Members)

  4. Election of 4 directors who are Audit and Supervisory Committee Members

  5. Setting the remuneration for directors (excluding directors serving as Audit and Supervisory Committee members)

  6. Setting the remuneration for directors serving as Audit and Supervisory Committee members

  7. Determination of the details of the performance-linked stock compensation plan for directors and other officers

Shareholder Proposal

None (company proposals only)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee13 candidates: 10 newly nominated and 10 outside directors (of the 9 candidates for director excluding directors serving as Audit and Supervisory Committee members, 1 is newly nominated and 3 are outside directors; of the 4 candidates for director serving as an Audit and Supervisory Committee member, 4 are newly nominated and 3 are outside directors)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (18th fiscal year)
Date and time10:00 a.m. on Tuesday, 23 June 2026
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Partial Amendments to the Articles of Incorporation, Proposal No. 3: Election of 9 Directors (excluding Directors who are Audit & Supervisory Committee Members), Proposal No. 4: Election of 4 directors who are Audit and Supervisory Committee Members, Proposal 5: Setting the remuneration for directors (excluding directors serving as Audit and Supervisory Committee members), Proposal 6: Setting the remuneration for directors serving as Audit and Supervisory Committee members, Proposal 7: Determination of the details of the performance-linked stock compensation plan for directors and other officers
Shareholder ProposalNone (company proposals only)
Director nominee13 candidates: 10 newly nominated and 10 outside directors (of the 9 candidates for director excluding directors serving as Audit and Supervisory Committee members, 1 is newly nominated and 3 are outside directors; of the 4 candidates for director serving as an Audit and Supervisory Committee member, 4 are newly nominated and 3 are outside directors)
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.

To establish a strong management and business foundation through the merger with インテック, enhance corporate governance from a global perspective, strengthen the Board of Directors' oversight functions, delegate authority for business execution, and accelerate decision-making. The dividend is proposed because business growth during the fiscal year resulted in performance exceeding the plan.

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Notice of Convocation of the 18th Annual General Meeting of Shareholders | TISI Inc. (3626) timely disclosure | Komori