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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Shareholder Meeting Materials

At the 53rd Annual General Meeting of Shareholders, 3 company proposals and 2 shareholder proposals will be submitted to the meeting. The shareholder proposals concern an amendment to the Articles of Incorporation to require the formulation of a medium-term management plan and the election of 1 outside director. The Board of Directors opposes both proposals.

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Resolutions for the General Meeting of Shareholders

Annual, 53rd
2026
Jun 25
Date and time(Thursday), 10:00 a.m.22 days from this disclosure to the meeting
Matters for resolution5 items
  1. Appropriation of surplus

  2. Election of 2 directors (excluding directors who are Audit and Supervisory Committee Members)

  3. Election of 1 alternate director who is an Audit and Supervisory Committee Member

  4. Partial amendments to the Articles of Incorporation concerning the formulation of a medium-term management plan to enhance shareholder value

  5. Election of 1 director (excluding directors who are Audit and Supervisory Committee Members)

Shareholder Proposal

Proposals No. 4 and No. 5 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 nomineeCompany proposals: 2 director candidates (0 new candidates, 0 outside directors), and 1 alternate candidate for director who is an Audit and Supervisory Committee Member (not a new candidate, 1 outside director). Shareholder proposal: 1 director candidate (1 outside director).
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual, 53rd
Date and time25 June 2026 (Thursday), 10:00 a.m.
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Election of 2 directors (excluding directors who are Audit and Supervisory Committee Members), Proposal No. 3: Election of 1 alternate director who is an Audit and Supervisory Committee Member, Proposal No. 4: Partial amendments to the Articles of Incorporation concerning the formulation of a medium-term management plan to enhance shareholder value, Proposal No. 5: Election of 1 director (excluding directors who are Audit and Supervisory Committee Members)
Shareholder ProposalProposals No. 4 and No. 5 submitted by 1 shareholder. The Board of Directors opposes both.
Director nomineeCompany proposals: 2 director candidates (0 new candidates, 0 outside directors), and 1 alternate candidate for director who is an Audit and Supervisory Committee Member (not a new candidate, 1 outside director). Shareholder proposal: 1 director candidate (1 outside director).
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 Board of Directors opposes the shareholder proposals on the grounds that requiring the formulation of a medium-term management plan in the Articles of Incorporation would hinder a flexible and agile response to changes in the business environment, and that the candidates proposed by the company would provide the Board with a well-balanced combination of the knowledge, experience and capabilities required.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Shareholder Meeting Materials | TSUTSUMI JEWELRY CO.,LTD. (7937) timely disclosure | Komori