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General Meetings of Shareholders5947RINNAI CORPORATIONConstruction and Materials

Notice of Convocation of the 76th Annual General Meeting of Shareholders and Meeting Materials, 2026

The date and venue of the 76th Annual General Meeting of Shareholders, together with 4 company proposals and 2 shareholder proposals, were disclosed. 9 directors will be elected, including 2 new candidates and 4 outside director candidates.

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Resolutions for the General Meeting of Shareholders

Annual (76th)
2026
Jun 26
Date and time29 days from this disclosure to the meeting
Matters for resolution6 items
  1. Appropriation of surplus

  2. Election of 9 Directors

  3. Election of 1 Audit & Supervisory Board member

  4. Election of 1 Substitute Audit & Supervisory Board Member

  5. Approval of remuneration for the restricted stock compensation plan

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

Shareholder Proposal

Proposals 5 and 6 were submitted by 1 shareholder. The Board of Directors opposes both.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
9Nominees
2New
4Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (76th)
Date and time10:00 a.m. on Friday, 26 June 2026
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Election of 9 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: Approval of remuneration for the restricted stock compensation plan, Proposal No. 6: Amendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders
Shareholder ProposalProposals 5 and 6 were submitted by 1 shareholder. The Board of Directors opposes both.
Director nominee9 candidates, including 2 new candidates and 4 outside director 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 company proposals concern the appropriation of surplus and the election of directors, Audit & Supervisory Board Members and others. The shareholder proposals seek to expand stock-based compensation and change the record date for voting rights at the Annual General Meeting of Shareholders. The Board of Directors opposes both proposals, stating that the current compensation system is suited to the Company’s circumstances and that changing the record date would create a mismatch between shareholders entitled to vote and those entitled to receive dividends, as well as practical issues.

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Notice of Convocation of the 76th Annual General Meeting of Shareholders and Meeting Materials, 2026 | RINNAI CORPORATION (5947) timely disclosure | Komori