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General Meetings of Shareholders5356MINO CERAMIC CO.,LTD.Construction and Materials

Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials

The Company published a notice of convocation for the 164th Annual General Meeting of Shareholders, to be held on 29 June 2026, with 6 proposals to be submitted. The proposals include amendments to the Articles of Incorporation, the election of directors and other officers, revisions to the share-based compensation plan, and an update to the takeover response policy.

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Resolutions for the General Meeting of Shareholders

Annual (164th)
2026
Jun 29
Date and time21 days from this disclosure to the meeting
Matters for resolution6 items
  1. Partial Amendment to the Articles of Incorporation

  2. Election of 6 directors, excluding directors who are Audit & Supervisory Committee Members

  3. Election of 2 Directors serving as Audit and Supervisory Committee Members

  4. Election of 1 alternate Director who is an Audit & Supervisory Committee Member

  5. Revision of the performance-linked share compensation plan for directors and other officers

  6. Update to the policy for responding to large-scale purchases of the Company's shares and other actions (takeover response policy)

Shareholder Proposal

None (not specified)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee9 candidates; 1 new candidate and 4 outside directors, including substitute candidates
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (164th)
Date and time10:00 a.m. on Monday, 29 June 2026
Matters for resolutionProposal No. 1: Partial Amendment to the Articles of Incorporation, Proposal No. 2: Election of 6 directors, excluding directors who are Audit & Supervisory Committee Members, Proposal No. 3: Election of 2 Directors serving as Audit and Supervisory Committee Members, Proposal 4: Election of 1 alternate Director who is an Audit & Supervisory Committee Member, Proposal No. 5: Revision of the performance-linked share compensation plan for directors and other officers, Proposal No. 6: Update to the policy for responding to large-scale purchases of the Company's shares and other actions (takeover response policy)
Shareholder ProposalNone (not specified)
Director nominee9 candidates; 1 new candidate and 4 outside directors, including substitute candidates
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 amendment to the Articles of Incorporation is intended to enable the acquisition of treasury shares through a resolution of the Board of Directors and allow the Company to pursue a more flexible capital policy. The revision to the share-based compensation plan is intended to have directors and other officers share the risk of a decline in the share price with shareholders and heighten their awareness of improving performance and increasing corporate value over the medium to long term. The update to the takeover response policy is intended to secure and enhance corporate value and the common interests of shareholders.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials | MINO CERAMIC CO.,LTD. (5356) timely disclosure | Komori