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General Meetings of Shareholders4886ASKA Pharmaceutical Holdings Co.,Ltd.Pharmaceuticals

Notice of Convocation of the 5th Annual General Meeting of Shareholders

For the 5th Annual General Meeting of Shareholders, 12 proposals will be submitted, covering dividends, amendments to the Articles of Incorporation, the election of directors, the compensation system, and countermeasures in the event of an acquisition. The proposed amendments to the Articles of Incorporation would transition the Company from a company with an audit and supervisory board to a company with an audit and supervisory committee. The dividend policy would also change from the fiscal year ending March 2027 to a policy targeting a total payout ratio of 40%.

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Resolutions for the General Meeting of Shareholders

Annual (5th)
2026
Jun 24
Date and time28 days from this disclosure to the meeting
Matters for resolution12 items (11 from the company, 1 from shareholders)

  1. Appropriation of surplus

  2. Partial Amendments to the Articles of Incorporation

  3. Election of 10 directors, excluding directors who are Audit and Supervisory Committee Members

  4. Election of 3 Directors who are Audit and Supervisory Committee Members

  5. Election of 1 Alternate Director who is an Audit and Supervisory Committee Member

  6. Determination of the amount of compensation for directors, excluding directors who are Audit and Supervisory Committee Members

  7. Determination of the amount of compensation for directors who are Audit and Supervisory Committee Members

  8. Revision of the restricted stock compensation system for directors, excluding directors who are Audit and Supervisory Committee Members and outside directors

  9. Determination of compensation for the grant of restricted stock to outside directors, excluding directors who are Audit and Supervisory Committee Members

  10. Election of the accounting auditor

  11. Approval of the implementation of countermeasures if Dalton and others conduct a large-scale purchase of the Company’s shares without complying with the Company’s response policy, in light of the current situation (an emergency) in which Dalton and others are contemplating such large-scale purchase actions

  12. Election of 2 directors who are not Audit and Supervisory Committee Members

    Shareholder Proposal
Shareholder Proposal

Yes. The proposer’s individual name is Not disclosed. Proposal No. 12 concerns the election of 2 directors who are not Audit and Supervisory Committee Members. The Board of Directors opposes the proposal.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nomineeThere are 10 candidates for directors who are not Audit and Supervisory Committee Members, 3 candidates for directors who are Audit and Supervisory Committee Members, and 1 substitute candidate. Of the directors who are not Audit and Supervisory Committee Members, 1 is a new candidate and 5 are outside directors. All 3 candidates who are Audit and Supervisory Committee Members are new candidates and outside directors. The substitute candidate is an outside director.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (5th)
Date and time10:00 a.m., Wednesday, 24 June 2026
Matters for resolutionProposal No. 1: Appropriation of surplus, Proposal No. 2: Partial Amendments to the Articles of Incorporation, Proposal No. 3: Election of 10 directors, excluding directors who are Audit and Supervisory Committee Members, Proposal No. 4: Election of 3 Directors who are Audit and Supervisory Committee Members, Proposal No. 5: Election of 1 Alternate Director who is an Audit and Supervisory Committee Member, Proposal No. 6: Determination of the amount of compensation for directors, excluding directors who are Audit and Supervisory Committee Members, Proposal No. 7: Determination of the amount of compensation for directors who are Audit and Supervisory Committee Members, Proposal No. 8: Revision of the restricted stock compensation system for directors, excluding directors who are Audit and Supervisory Committee Members and outside directors, Proposal No. 9: Determination of compensation for the grant of restricted stock to outside directors, excluding directors who are Audit and Supervisory Committee Members, Proposal No. 10: Election of the accounting auditor, Proposal No. 11: Approval of the implementation of countermeasures if Dalton and others conduct a large-scale purchase of the Company’s shares without complying with the Company’s response policy, in light of the current situation (an emergency) in which Dalton and others are contemplating such large-scale purchase actions, Proposal No. 12: Election of 2 directors who are not Audit and Supervisory Committee Members
Shareholder ProposalYes. The proposer’s individual name is Not disclosed. Proposal No. 12 concerns the election of 2 directors who are not Audit and Supervisory Committee Members. The Board of Directors opposes the proposal.
Director nomineeThere are 10 candidates for directors who are not Audit and Supervisory Committee Members, 3 candidates for directors who are Audit and Supervisory Committee Members, and 1 substitute candidate. Of the directors who are not Audit and Supervisory Committee Members, 1 is a new candidate and 5 are outside directors. All 3 candidates who are Audit and Supervisory Committee Members are new candidates and outside directors. The substitute candidate is an outside director.
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 company with an audit and supervisory committee is intended to enhance management transparency and accelerate decision-making. The change to the dividend policy is intended to further enhance shareholder returns and improve the stability and predictability of dividends.

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Notice of Convocation of the 5th Annual General Meeting of Shareholders | ASKA Pharmaceutical Holdings Co.,Ltd. (4886) timely disclosure | Komori