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General Meetings of Shareholders3918PCI Solutions Inc.Information and Communications, Services and Others

Notice of Convocation of the 22nd Annual General Meeting of Shareholders and Shareholders’ Meeting Materials

The notice of convocation of the 22nd Annual General Meeting of Shareholders was issued, presenting proposals on the appropriation of surplus, partial amendments to the Articles of Incorporation, the election of 6 Directors and 4 Directors who are Audit and Supervisory Committee Members, and the appointment of an accounting auditor. The proposed amendments to the Articles of Incorporation also include changes to the corporate name and business purposes to facilitate the transition from a pure holding company to an operating holding company.

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Resolutions for the General Meeting of Shareholders

Annual (22nd)
2026
Jun 23
Date and time22 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 6 Directors (excluding Directors who are Audit and Supervisory Committee Members)

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

  5. Appointment of an accounting auditor

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 nominee
10Nominees
5New
5Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (22nd)
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 6 Directors (excluding Directors who are Audit and Supervisory Committee Members), Proposal No. 4: Election of 4 directors who are Audit and Supervisory Committee Members, Proposal No. 5: Appointment of an accounting auditor
Shareholder ProposalNone
Director nominee10 (5 new, 5 outside)
Items this document does not state (1)
Percentage voting in favor

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The amendments to the Articles of Incorporation are intended to clarify the integration of management and operations as the Company transitions to a structure in which it operates its own businesses following the absorption-type merger of its wholly owned subsidiary, PCIソリューションズ株式会社. The change in accounting auditor is intended to align the accounting auditor with that of the parent company, Restar Corporation, and enhance the effectiveness and efficiency of the audit and governance functions. The proposed election of Directors is intended to secure individuals expected to contribute to post-merger integration, business succession, and management oversight and auditing.

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Notice of Convocation of the 22nd Annual General Meeting of Shareholders and Shareholders’ Meeting Materials | PCI Solutions Inc. (3918) timely disclosure | Komori