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General Meetings of Shareholders7046TDSE Inc.Information and Communications, Services and Others

Notice of Convocation of the 13th Annual General Meeting of Shareholders

The company is proposing amendments to its Articles of Incorporation and a new board structure, including Directors who are Audit & Supervisory Committee Members, as well as a new compensation system, in connection with its transition from a company with a Board of Corporate Auditors to a Company with an Audit & Supervisory Committee. One new outside candidate has been added to the slate of Director candidates.

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Resolutions for the General Meeting of Shareholders

Annual (13th fiscal year)
2026
Jun 29
Date and time24 days from this disclosure to the meeting
Matters for resolution6 items
  1. Partial Amendment to the Articles of Incorporation

  2. Election of 4 directors who are not audit and supervisory committee members

  3. Election of 3 Directors who are Audit & Supervisory Committee Members

  4. Determination of compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members)

  5. Determination of compensation for Directors who are Audit & Supervisory Committee Members

  6. Determination of the amount and terms of compensation related to the introduction of a performance-linked share-based compensation plan (performance shares) for Directors (excluding Directors who are Audit & Supervisory Committee Members)

Shareholder Proposal

None (not specified)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
7Nominees
1New
3Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (13th fiscal year)
Date and time10:00 a.m., Monday, 29 June 2026
Matters for resolutionProposal No. 1: Partial Amendment to the Articles of Incorporation, Proposal No. 2: Election of 4 directors who are not audit and supervisory committee members, Proposal 3: Election of 3 Directors who are Audit & Supervisory Committee Members, Proposal No. 4: Determination of compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members), Proposal No. 5: Determination of compensation for Directors who are Audit & Supervisory Committee Members, Proposal No. 6: Determination of the amount and terms of compensation related to the introduction of a performance-linked share-based compensation plan (performance shares) for Directors (excluding Directors who are Audit & Supervisory Committee Members)
Shareholder ProposalNone (not specified)
Director nominee7 candidates (including 1 new candidate and 3 outside 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.

To strengthen the Board of Directors’ supervisory function and enhance corporate governance. In addition, the company plans to add business objectives to address increasingly diverse customer needs, and to strengthen incentives for executing the medium-term management plan and achieving its performance targets, as well as value sharing with shareholders, through performance-linked share-based compensation.

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Notice of Convocation of the 13th Annual General Meeting of Shareholders | TDSE Inc. (7046) timely disclosure | Komori