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General Meetings of Shareholders5905NIHON SEIKAN K.K.Construction and Materials

Notice of Convocation of the 121st Annual General Meeting of Shareholders

For the 121st Annual General Meeting of Shareholders, 5 company proposals and 3 shareholder proposals will be submitted for deliberation. The director compensation system is scheduled to be revised to eliminate stock options and increase the proportion of performance-linked compensation.

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Resolutions for the General Meeting of Shareholders

Annual (121st fiscal year)
2026
Jun 29
Date and time24 days from this disclosure to the meeting
Matters for resolution8 items
  1. Disposition of surplus

  2. Election of 5 Directors

  3. Election of 1 Audit & Supervisory Board member

  4. Election of 1 substitute Audit & Supervisory Board member

  5. Revision of the director compensation system

  6. Resolution on the dividend policy

  7. Appropriation of surplus

  8. Cancellation of treasury shares

Shareholder Proposal

Proposals relating to Proposals No. 6 through No. 8 submitted by 1 shareholder. The Board of Directors opposes Proposals No. 6, No. 7 and No. 8.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
5Nominees
1New
3Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (121st fiscal year)
Date and time10:00 a.m. on Monday, 29 June 2026
Matters for resolutionProposal No. 1: Disposition of surplus, Proposal No. 2: Election of 5 Directors, Proposal No. 3: Election of 1 Audit & Supervisory Board member, Proposal No. 4: Election of 1 substitute Audit & Supervisory Board member, Proposal No. 5: Revision of the director compensation system, Proposal No. 6: Resolution on the dividend policy, Proposal No. 7: Appropriation of surplus, Proposal No. 8: Cancellation of treasury shares
Shareholder ProposalProposals relating to Proposals No. 6 through No. 8 submitted by 1 shareholder. The Board of Directors opposes Proposals No. 6, No. 7 and No. 8.
Director nominee5 candidates, including 1 new candidate 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 compensation system will be revised to clarify directors' accountability for performance and strengthen incentives to improve performance, with the aim of restoring earnings power and returning operating profit to profitability. The reasons given for opposing the shareholder proposals are that priority must be given to rebuilding the earnings base and stabilizing the financial base, and that the Board of Directors needs to be able to make flexible decisions on dividends and the cancellation of treasury shares.

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Notice of Convocation of the 121st Annual General Meeting of Shareholders | NIHON SEIKAN K.K. (5905) timely disclosure | Komori