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General Meetings of Shareholders7231TOPY INDUSTRIES,LIMITEDAutomobiles and transportation equipment

Notice of Convocation of the 132nd Annual General Meeting of Shareholders and Meeting Materials

The 132nd Annual General Meeting of Shareholders will be held on 25 June 2026, with 7 proposals submitted for consideration, including amendments to the Articles of Incorporation, the election of directors and directors who are Audit and Supervisory Committee Members in connection with the transition to a company with an Audit and Supervisory Committee, and the establishment of executive compensation limits.

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Resolutions for the General Meeting of Shareholders

Annual, 132nd
2026
Jun 25
Date and time22 days from this disclosure to the meeting
Matters for resolution7 items
  1. Partial Amendment to the Articles of Incorporation

  2. Election of 7 directors, excluding directors serving as Audit & Supervisory Committee Members

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

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

  5. Determination of the Amount of Compensation for Directors, excluding Directors who are Audit and Supervisory Committee Members

  6. Determination of the Amount of Compensation for Directors who are Audit and Supervisory Committee Members

  7. Determination of the Amount and Terms of Performance-Linked Share-Based Compensation, etc., for Directors excluding Directors who are Audit and Supervisory Committee Members and Outside Directors

Shareholder Proposal

None (not specified)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee11 candidates in total: 7 under Proposal No. 2, 3 under Proposal No. 3, and 1 under Proposal No. 4. 4 are new candidates and 5 are outside directors.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual, 132nd
Date and time10:00 a.m., Thursday, 25 June 2026
Matters for resolutionProposal No. 1: Partial Amendment to the Articles of Incorporation, Proposal No. 2: Election of 7 directors, excluding directors serving as Audit & Supervisory Committee Members, Proposal 3: Election of 3 Directors who are Audit & Supervisory Committee Members, Proposal 4: Election of 1 alternate Director who is an Audit & Supervisory Committee Member, Proposal No. 5: Determination of the Amount of Compensation for Directors, excluding Directors who are Audit and Supervisory Committee Members, Proposal No. 6: Determination of the Amount of Compensation for Directors who are Audit and Supervisory Committee Members, Proposal No. 7: Determination of the Amount and Terms of Performance-Linked Share-Based Compensation, etc., for Directors excluding Directors who are Audit and Supervisory Committee Members and Outside Directors
Shareholder ProposalNone (not specified)
Director nominee11 candidates in total: 7 under Proposal No. 2, 3 under Proposal No. 3, and 1 under Proposal No. 4. 4 are new candidates and 5 are outside directors.
Items this document does not state (1)
Percentage voting in favor

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The reasons the company gives

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To strengthen the Board of Directors’ oversight function and corporate governance by making Audit and Supervisory Committee Members voting members of the Board of Directors, and to accelerate decision-making by delegating some decisions on important business execution to directors.

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Notice of Convocation of the 132nd Annual General Meeting of Shareholders and Meeting Materials | TOPY INDUSTRIES,LIMITED (7231) timely disclosure | Komori