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Notice of Convocation of the 23rd Annual General Meeting of Shareholders

For the 23rd Annual General Meeting of Shareholders, 2 company proposals and 3 shareholder proposals will be submitted for consideration. The shareholder proposals concern the election of 2 directors, an amendment to the Articles of Incorporation to increase the maximum number of directors from 7 to 9, and an amendment to the Articles of Incorporation to establish a Strategic Review Committee. The Board of Directors opposes all of them.

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Resolutions for the General Meeting of Shareholders

Annual (23rd)
2026
Jun 24
Date and time(Wednesday), 3:00 p.m. (doors open at 2:30 p.m.)22 days from this disclosure to the meeting
Matters for resolution5 items (2 from the company, 3 from shareholders)
  1. Appropriation of surplus

  2. Election of 7 Directors

  3. Election of 2 directors

    Shareholder Proposal
  4. Partial amendment to the Articles of Incorporation (increase in the maximum number of directors)

    Shareholder Proposal
  5. Partial amendment to the Articles of Incorporation (establishment of a Strategic Review Committee)

    Shareholder Proposal
Shareholder Proposal

Proposals submitted by LIM Japan Event Master Fund. Proposal No. 3 concerns the election of Hosokawa Ken (細川健) and Muto Tatsuhiro (武藤竜弘) as directors; Proposal No. 4 concerns changing the maximum number of directors from 7 or fewer to 9 or fewer; and Proposal No. 5 concerns establishing a Strategic Review Committee. The Board of Directors opposes all of them.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nomineeThe company’s proposals: 7 candidates (2 new and 5 outside directors). The shareholder proposals: 2 candidates (not expressly identified as outside director candidates).
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (23rd)
Date and time24 June 2026 (Wednesday), 3:00 p.m. (doors open at 2:30 p.m.)
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Election of 7 Directors, Proposal No. 3: Election of 2 directors, Proposal No. 4: Partial amendment to the Articles of Incorporation (increase in the maximum number of directors), Proposal No. 5: Partial amendment to the Articles of Incorporation (establishment of a Strategic Review Committee)
Shareholder ProposalProposals submitted by LIM Japan Event Master Fund. Proposal No. 3 concerns the election of Hosokawa Ken (細川健) and Muto Tatsuhiro (武藤竜弘) as directors; Proposal No. 4 concerns changing the maximum number of directors from 7 or fewer to 9 or fewer; and Proposal No. 5 concerns establishing a Strategic Review Committee. The Board of Directors opposes all of them.
Director nomineeThe company’s proposals: 7 candidates (2 new and 5 outside directors). The shareholder proposals: 2 candidates (not expressly identified as outside director candidates).
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’s proposal to elect 7 directors is intended to strengthen the Board of Directors’ oversight function and establish a more appropriate governance structure. The Board’s reasons for opposing the shareholder proposals are that the optimal composition is 7 directors, consisting of the 5 incumbent directors plus the 2 recommended candidates, that increasing the maximum number of directors is unnecessary in light of the company’s business activities and scale, and that measures to enhance corporate value are already being considered by the Corporate Value Enhancement Committee, which consists solely of outside directors.

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Notice of Convocation of the 23rd Annual General Meeting of Shareholders | Synchro Food Co.,Ltd. (3963) timely disclosure | Komori