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General Meetings of Shareholders5331NORITAKE CO.,LIMITEDConstruction and Materials

Notice of Convocation of the 145th Annual General Meeting of Shareholders

The company notified shareholders of the holding of the 145th Annual General Meeting of Shareholders and of the submission of 1 company proposal and 6 shareholder proposals to the meeting. As the terms of office of all 7 directors expire, the company is proposing the reappointment of 6 directors.

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Resolutions for the General Meeting of Shareholders

Annual, 145th
2026
Jun 25
Date and time(Thursday)27 days from this disclosure to the meeting
Matters for resolution7 items
  1. Election of 6 directors (excluding directors who are Audit and Supervisory Committee members)

  2. Partial amendments to the Articles of Incorporation concerning the body responsible for determining dividends from surplus, etc.

  3. Appropriation of surplus

  4. Partial amendments to the Articles of Incorporation concerning the formulation and disclosure of a business portfolio plan

  5. Partial amendments to the Articles of Incorporation concerning the sale of cross-held shares

  6. Partial amendments to the Articles of Incorporation concerning a share split

  7. Partial amendments to the Articles of Incorporation concerning a share split and the total number of authorized shares accompanying the share split

Shareholder Proposal

Proposals by 株式会社ストラテジックキャピタル and others. Proposals No. 2 through No. 7 concern changing the body responsible for deciding dividends, the disposition of surplus, the formulation and disclosure of a business portfolio plan, the sale of all strategically held shares, amendments to the Articles of Incorporation concerning a stock split, and a 1-for-3 stock split. The Board of Directors opposes all of the proposals.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
6Nominees
0New
3Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual, 145th
Date and time10:00 a.m., 25 June 2026 (Thursday)
Matters for resolutionProposal No. 1: Election of 6 directors (excluding directors who are Audit and Supervisory Committee members), Proposal No. 2: Partial amendments to the Articles of Incorporation concerning the body responsible for determining dividends from surplus, etc., Proposal No. 3: Appropriation of surplus, Proposal No. 4: Partial amendments to the Articles of Incorporation concerning the formulation and disclosure of a business portfolio plan, Proposal No. 5: Partial amendments to the Articles of Incorporation concerning the sale of cross-held shares, Proposal No. 6: Partial amendments to the Articles of Incorporation concerning a share split, Proposal No. 7: Partial amendments to the Articles of Incorporation concerning a share split and the total number of authorized shares accompanying the share split
Shareholder ProposalProposals by 株式会社ストラテジックキャピタル and others. Proposals No. 2 through No. 7 concern changing the body responsible for deciding dividends, the disposition of surplus, the formulation and disclosure of a business portfolio plan, the sale of all strategically held shares, amendments to the Articles of Incorporation concerning a stock split, and a 1-for-3 stock split. The Board of Directors opposes all of the proposals.
Director nominee6, including 0 new and 3 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 election of 6 directors is intended to reduce the number of internal directors by 1, strengthen corporate governance and improve the efficiency of the management structure. The reasons given for opposing the shareholder proposals include the need for flexible capital policies, investment for growth, financial soundness, and management of strategically held shares based on individual circumstances.

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Notice of Convocation of the 145th Annual General Meeting of Shareholders | NORITAKE CO.,LIMITED (5331) timely disclosure | Komori