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General Meeting of Shareholders6331Mitsubishi Kakoki Kaisha,Ltd.Machinery

Notice of Convocation of an Extraordinary General Meeting of Shareholders

三菱化工機 submitted 13 proposals to an extraordinary general meeting of shareholders in preparation for its business integration with 月島ホールディングス, including an absorption-type company split, share exchange, amendments to the Articles of Incorporation and a reduction of capital. The company also proposed the election of director candidates and the establishment of a compensation system as part of the post-integration management structure.

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Resolutions for the General Meeting of Shareholders

Extraordinary general meeting of shareholders
2026
Dec 4
Date and time(registration begins at 1:00 p.m.)22 days from this disclosure to the meeting
Matters for resolution13 items
  1. Approval of the absorption-type company split agreement

  2. Partial amendments to the Articles of Incorporation (1)

  3. Approval of the share exchange agreement

  4. Partial amendments to the Articles of Incorporation (2)

  5. Reduction of the amounts of stated capital, capital reserve and retained earnings reserve

  6. Election of 4 directors, excluding directors who are Audit & Supervisory Committee members, in connection with the business integration

  7. Determination of the amount of compensation for directors, excluding directors who are Audit & Supervisory Committee members

  8. Election of 1 director who is an Audit & Supervisory Committee member in connection with the business integration

  9. Determination of the amount of compensation for directors who are Audit & Supervisory Committee members

  10. Election of 1 substitute director who is an Audit & Supervisory Committee member

  11. Determination of compensation for the allotment of restricted stock to directors, excluding outside directors and directors who are Audit & Supervisory Committee members

  12. Determination of the amount and details of performance-linked share-based compensation and other compensation for directors, excluding outside directors and directors who are Audit & Supervisory Committee members, and others

  13. Reduction of the amount of capital reserves

Shareholder Proposal

None (not specified)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nomineeBased on the information identifiable in the main text, there are 4 director candidates, excluding Audit & Supervisory Committee members, 1 director candidate who is an Audit & Supervisory Committee member, and 1 substitute director candidate who is an Audit & Supervisory Committee member. Based on the information identifiable, there is 1 outside candidate. The overall breakdown of new candidates is Not disclosed.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingExtraordinary general meeting of shareholders
Date and time2:00 p.m. on Friday, 4 December 2026 (registration begins at 1:00 p.m.)
Matters for resolutionProposal No. 1: Approval of the absorption-type company split agreement, Proposal No. 2: Partial amendments to the Articles of Incorporation (1), Proposal No. 3: Approval of the share exchange agreement, Proposal No. 4: Partial amendments to the Articles of Incorporation (2), Proposal No. 5: Reduction of the amounts of stated capital, capital reserve and retained earnings reserve, Proposal No. 6: Election of 4 directors, excluding directors who are Audit & Supervisory Committee members, in connection with the business integration, Proposal No. 7: Determination of the amount of compensation for directors, excluding directors who are Audit & Supervisory Committee members, Proposal No. 8: Election of 1 director who is an Audit & Supervisory Committee member in connection with the business integration, Proposal No. 9: Determination of the amount of compensation for directors who are Audit & Supervisory Committee members, Proposal No. 10: Election of 1 substitute director who is an Audit & Supervisory Committee member, Proposal No. 11: Determination of compensation for the allotment of restricted stock to directors, excluding outside directors and directors who are Audit & Supervisory Committee members, Proposal No. 12: Determination of the amount and details of performance-linked share-based compensation and other compensation for directors, excluding outside directors and directors who are Audit & Supervisory Committee members, and others, Proposal No. 13: Reduction of the amount of capital reserves
Shareholder ProposalNone (not specified)
Director nomineeBased on the information identifiable in the main text, there are 4 director candidates, excluding Audit & Supervisory Committee members, 1 director candidate who is an Audit & Supervisory Committee member, and 1 substitute director candidate who is an Audit & Supervisory Committee member. Based on the information identifiable, there is 1 outside candidate. The overall breakdown of new candidates is Not disclosed.
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 stated reasons are to combine the two companies' technological capabilities, customer bases and business expertise to improve operating efficiency, competitiveness, quality and profitability, and to achieve sustained growth in corporate value. Other reasons cited include the increase in the number of issued shares resulting from the business integration, changes to the corporate name, business purposes and head office location, and the need to secure flexibility and agility in future capital policies.

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Notice of Convocation of an Extraordinary General Meeting of Shareholders | Mitsubishi Kakoki Kaisha,Ltd. (6331) timely disclosure | Komori