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General Meetings of Shareholders4494Vario Secure Inc.Information and Communications, Services and Others

Notice of Convocation of the 2026 Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders will be held on 27 May 2026 to submit for approval the share exchange agreement with HEROZ, Inc. and to propose the election of directors and directors who are Audit and Supervisory Committee members. If the share exchange is carried out, the Company will become a wholly owned subsidiary of HEROZ and is scheduled to be delisted on 26 June 2026.

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54Recurring
Scored from 3 of 4 sections
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Resolutions for the General Meeting of Shareholders

Annual (11th fiscal year)
2026
May 27
Date and time26 days from this disclosure to the meeting
Matters for resolution3 items

  1. Approval of the share exchange agreement between the Company and HEROZ, Inc.

  2. Election of 4 Directors (excluding Directors who are Audit and Supervisory Committee Members)

  3. Election of 3 Directors who are 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 nominee7 candidates (number of new candidates: Not disclosed; number of outside candidates: Not disclosed)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (11th fiscal year)
Date and time10:00 a.m., Wednesday, 27 May 2026
Matters for resolutionProposal No. 1: Approval of the share exchange agreement between the Company and HEROZ, Inc., Proposal No. 2: Election of 4 Directors (excluding Directors who are Audit and Supervisory Committee Members), Proposal 3: Election of 3 Directors who are Audit & Supervisory Committee Members
Shareholder ProposalNone
Director nominee7 candidates (number of new candidates: Not disclosed; number of outside candidates: Not disclosed)
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 purpose is to leverage the two companies' management integration to make mutual use of their AI technologies, personnel, sales functions and common infrastructure, thereby developing AI agent services, improving operational efficiency, reducing costs and enhancing corporate value. The companies also cite the need to consider conflicts of interest while they remain parent and subsidiary companies listed on the stock exchange, which had prevented synergies from being fully realized.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of Convocation of the 2026 Annual General Meeting of Shareholders | Vario Secure Inc. (4494) timely disclosure | Komori