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General Meetings of Shareholders5331NORITAKE CO.,LIMITEDConstruction and Materials

Notice of Convocation of the 145th Annual General Meeting of Shareholders (Revised Version)

For the 145th Annual General Meeting of Shareholders, 7 proposals are being submitted: the company proposal to elect 6 directors, and shareholder proposals concerning changes to the body responsible for determining dividends, additional dividends, business portfolio disclosure, the sale of cross-held shares, and a share split. The number of director candidates is planned to be reduced from all 7 candidates standing for re-election to 6.

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Resolutions for the General Meeting of Shareholders

Annual (145th)
2026
Jun 25
Date and time(Thursday), 10:00 a.m.1 day 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

Yes. The proposers are shareholders (individual names and company names are Not disclosed in the main text). Proposals No. 2 through No. 7 were submitted. The Board of Directors opposes all of them.

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 time25 June 2026 (Thursday), 10:00 a.m.
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 ProposalYes. The proposers are shareholders (individual names and company names are Not disclosed in the main text). Proposals No. 2 through No. 7 were submitted. The Board of Directors opposes all of them.
Director nominee6, including 0 new candidates 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 strengthen corporate governance and improve the efficiency of the management structure. The reasons for the shareholder proposals differ by proposal and include enhancing shareholder value, improving capital efficiency, reviewing and disclosing the business portfolio, reducing cross-held shares, and lowering the investment unit. The Board of Directors opposes all of the shareholder proposals, citing the need for agile capital policy, growth investment, financial soundness, and management decisions tailored to individual circumstances.

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