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General Meetings of Shareholders3681V-cube,Inc.Information and Communications, Services and Others

Notice of Convocation of an Extraordinary General Meeting of Shareholders

An Extraordinary General Meeting of Shareholders will be held on 15 June 2026 to deliberate on a third-party allotment, going private through a share consolidation, amendments to the Articles of Incorporation, and the election of directors and other officers in response to negative net worth and the expected delisting.

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Resolutions for the General Meeting of Shareholders

Extraordinary General Meeting of Shareholders
2026
Jun 15
Date and time21 days from this disclosure to the meeting
Matters for resolution8 items
  1. Approval of the financial statements for the 26th fiscal year (1 January 2025 to 31 December 2025)

  2. Partial amendments to the Articles of Incorporation to establish provisions concerning Class V Preferred Shares and for other purposes

  3. Issuance of shares for subscription through a third-party allotment ①

  4. Issuance of shares for subscription through a third-party allotment ②

  5. Share consolidation

  6. Partial amendments to the Articles of Incorporation in connection with going private

  7. Election of 3 directors

  8. Election of 1 Audit & Supervisory Board Member

Director nominee3 candidates (breakdown of new and outside candidates: Not disclosed)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingExtraordinary General Meeting of Shareholders
Date and time11:00 a.m. on Monday, 15 June 2026
Matters for resolutionProposal 1: Approval of the financial statements for the 26th fiscal year (1 January 2025 to 31 December 2025), Proposal 2: Partial amendments to the Articles of Incorporation to establish provisions concerning Class V Preferred Shares and for other purposes, Proposal 3: Issuance of shares for subscription through a third-party allotment ①, Proposal 4: Issuance of shares for subscription through a third-party allotment ②, Proposal 5: Share consolidation, Proposal 6: Partial amendments to the Articles of Incorporation in connection with going private, Proposal 7: Election of 3 directors, Proposal 8: Election of 1 Audit & Supervisory Board Member
Director nominee3 candidates (breakdown of new and outside candidates: Not disclosed)
Items this document does not state (2)
Shareholder ProposalPercentage 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.

Because the accounting auditor was unable to obtain sufficient and appropriate audit evidence and consequently issued a disclaimer of opinion on the financial statements for the fiscal year ended December 2025, approval of the financial statements will be submitted to the Extraordinary General Meeting of Shareholders. In light of the Company's negative net worth, approximately ¥6.5 billion in borrowings and the expected delisting, the Company aims to raise funds through third-party allotments, improve its financial position, go private through a share consolidation, and pursue fundamental management restructuring.

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Notice of Convocation of an Extraordinary General Meeting of Shareholders | V-cube,Inc. (3681) timely disclosure | Komori