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General Meetings of Shareholders5186Nitta CorporationAutomobiles and transportation equipment

Notice of Convocation of the 2026 Annual General Meeting of Shareholders

The 97th Annual General Meeting of Shareholders will be held on 25 June 2026, with 9 proposals to be submitted, including proposals concerning dividends, the election of directors and an alternate Audit & Supervisory Board Member, and performance-linked share-based compensation for officers. Proposals 5 through 9 are shareholder proposals, and the Board of Directors opposes all of them.

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Resolutions for the General Meeting of Shareholders

Annual (97th fiscal period)
2026
Jun 25
Date and time23 days from this disclosure to the meeting
Matters for resolution9 items
  1. Disposition of surplus

  2. Election of 7 Directors

  3. Election of 1 alternate Audit & Supervisory Board Member

  4. Determination of compensation relating to post-delivery performance-linked share-based compensation for directors, excluding outside directors

  5. Election of 1 director

  6. Appropriation of surplus

  7. Amendments to the Articles of Incorporation concerning the composition of outside directors

  8. Amendments to the Articles of Incorporation concerning disclosure of measures to achieve management conscious of the cost of capital and share price

  9. Amendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders

Shareholder Proposal

Certain shareholders submitted Proposals 5 through 9. 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 proposes 7 candidates (1 new candidate and 3 outside directors). The shareholder proposal is for 1 candidate (new and outside).
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (97th fiscal period)
Date and time10:00 a.m., Thursday, 25 June 2026
Matters for resolutionProposal No. 1: Disposition of surplus, Proposal No. 2: Election of 7 Directors, Proposal No. 3: Election of 1 alternate Audit & Supervisory Board Member, Proposal 4: Determination of compensation relating to post-delivery performance-linked share-based compensation for directors, excluding outside directors, Proposal 5: Election of 1 director, Proposal 6: Appropriation of surplus, Proposal No. 7: Amendments to the Articles of Incorporation concerning the composition of outside directors, Proposal 8: Amendments to the Articles of Incorporation concerning disclosure of measures to achieve management conscious of the cost of capital and share price, Proposal No. 9: Amendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders
Shareholder ProposalCertain shareholders submitted Proposals 5 through 9. The Board of Directors opposes all of them.
Director nomineeThe company proposes 7 candidates (1 new candidate and 3 outside directors). The shareholder proposal is for 1 candidate (new and outside).
Items this document does not state (1)
Percentage voting in favor

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The company proposals are intended to return profits to shareholders, elect directors and other officers, and provide directors with incentives to enhance corporate value over the medium to long term. With respect to the shareholder proposals, the Board of Directors opposes them on the grounds of the candidates' independence, their suitability in light of the company's medium- to long-term management challenges, the current dividend policy and financial resilience, and the flexibility and practical burden involved in including provisions in the Articles of Incorporation.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders | Nitta Corporation (5186) timely disclosure | Komori