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General Meetings of Shareholders3697SHIFT Inc.Information and Communications, Services and Others

Notice of Convocation of the 2026 Annual General Meeting of Shareholders and General Meeting Materials

The 21st Annual General Meeting of Shareholders will be held in a virtual-only format on 25 November 2026, with 5 proposals to be submitted, including proposals concerning dividends, amendments to the Articles of Incorporation, the election of directors and revisions to the compensation of Audit & Supervisory Committee members. Some of the director candidates will change, with 1 new and 2 outside directors among the 5 directors who are not Audit & Supervisory Committee members, and the 1 Audit & Supervisory Committee member will be new and outside.

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Resolutions for the General Meeting of Shareholders

Annual (21st)
2026
Nov 25
Date and time24 days from this disclosure to the meeting
Matters for resolution5 items
  1. Appropriation of surplus

  2. Partial Amendments to the Articles of Incorporation

  3. Election of 5 Directors (excluding Directors who are Audit and Supervisory Committee Members)

  4. Election of 1 director who is an Audit and Supervisory Committee member

  5. Revision of compensation amounts, etc. for directors serving as Audit & Supervisory Committee members

Company proposal only. The company states that there was no shareholder proposal.A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee6 candidates, including 2 new and 4 outside directors (5 under Proposal No. 3 and 1 under Proposal No. 4 in total)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (21st)
Date and time1:00 p.m. on Wednesday, 25 November 2026
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Partial Amendments to the Articles of Incorporation, Proposal No. 3: Election of 5 Directors (excluding Directors who are Audit and Supervisory Committee Members), Proposal No. 4: Election of 1 director who is an Audit and Supervisory Committee member, Proposal No. 5: Revision of compensation amounts, etc. for directors serving as Audit & Supervisory Committee members
Shareholder ProposalNone
Director nominee6 candidates, including 2 new and 4 outside directors (5 under Proposal No. 3 and 1 under Proposal No. 4 in total)
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 meeting will be held as a shareholders meeting without a designated physical venue, pursuant to the Act on Strengthening Industrial Competitiveness and the Articles of Incorporation. The reduction in the number of directors by 1 is intended to streamline the management structure. The amendments to the Articles of Incorporation are intended to enable a flexible response to businesses that may be undertaken in the future. The revision of compensation for Audit & Supervisory Committee members is intended to secure and retain talented personnel in light of economic conditions, the scale of the business, and the increased roles and responsibilities resulting from strengthened corporate governance.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and General Meeting Materials | SHIFT Inc. (3697) timely disclosure | Komori