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General Meetings of Shareholders4069BlueMeme Inc.Information and Communications, Services and Others

Notice of Convocation of the 20th Annual General Meeting of Shareholders

The 20th Annual General Meeting of Shareholders will be held on 26 June 2026 to submit for consideration the transition to a holding company structure through an absorption-type company split, amendments to the Articles of Incorporation, the transition to a company with an Audit and Supervisory Committee, the election of directors, and revisions to directors’ compensation. The report on the settlement of accounts is scheduled to be presented at a separately held continuation meeting due to a review of the accounting treatment of prior-year transactions and a re-audit.

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Resolutions for the General Meeting of Shareholders

Annual (20th fiscal year)
2026
Jun 26
Date and time22 days from this disclosure to the meeting
Matters for resolution8 items
  1. Approval of the Absorption-Type Company Split Agreement

  2. Partial amendments to the Articles of Incorporation (amendments associated with the transition to a holding company structure)

  3. Partial amendments to the Articles of Incorporation (amendments associated with the transition to a company with an Audit and Supervisory Committee)

  4. Election of 6 Directors who are not Audit & Supervisory Committee Members

  5. Election of 3 Directors who are Audit & Supervisory Committee Members

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

  7. Revision of the compensation amount for directors who are not Audit and Supervisory Committee members

  8. Revision of the compensation amount for directors who are Audit and 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 nominee10 candidates in total (6 directors who are not Audit and Supervisory Committee members, 3 directors who are Audit and Supervisory Committee members, and 1 substitute director). 9 new candidates and 10 outside directors.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (20th fiscal year)
Date and time10:00 a.m., Friday, 26 June 2026
Matters for resolutionProposal No. 1: Approval of the Absorption-Type Company Split Agreement, Proposal 2: Partial amendments to the Articles of Incorporation (amendments associated with the transition to a holding company structure), Proposal 3: Partial amendments to the Articles of Incorporation (amendments associated with the transition to a company with an Audit and Supervisory Committee), Proposal No. 4: Election of 6 Directors who are not Audit & Supervisory Committee Members, Proposal No. 5: Election of 3 Directors who are Audit & Supervisory Committee Members, Proposal No. 6: Election of 1 substitute director who is an Audit and Supervisory Committee member, Proposal 7: Revision of the compensation amount for directors who are not Audit and Supervisory Committee members, Proposal 8: Revision of the compensation amount for directors who are Audit and Supervisory Committee members
Shareholder ProposalNone
Director nominee10 candidates in total (6 directors who are not Audit and Supervisory Committee members, 3 directors who are Audit and Supervisory Committee members, and 1 substitute director). 9 new candidates and 10 outside directors.
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 transition to a holding company structure is intended to facilitate agile group management, expand the business through M&A and capital and business alliances, separate management functions from business execution functions, and improve profitability and capital efficiency. The transition to a company with an Audit and Supervisory Committee is intended to strengthen the Board of Directors’ audit and supervisory functions and enhance corporate governance. The continuation meeting is being held because it is expected that the accounting treatment of certain prior-year transactions will need to be corrected, and the re-audit and an investigation involving external experts will require additional time.

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Notice of Convocation of the 20th Annual General Meeting of Shareholders | BlueMeme Inc. (4069) timely disclosure | Komori