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General Meetings of Shareholders8131Mitsuuroko Group Holdings Co.,Ltd.Trading & Wholesale

Our Views on Proxy Advisory Firm Glass Lewis's Recommendation to Vote Against Proposal No. 1 at Our 117th Annual General Meeting of Shareholders

Following Glass Lewis's recommendation to vote against Proposal No. 1 at the 117th Annual General Meeting of Shareholders, the Company published its views rebutting the reasons for the recommendation and seeking shareholders' understanding of the proposal.

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Resolutions for the General Meeting of Shareholders

Annual (117th fiscal period)
2026
Jun 17
Date and time(scheduled; start time Not disclosed)14 days from this disclosure to the meeting
Matters for resolution1 item
  1. (proposal to elect Tajima Kohei (田島 晃平) as a director candidate)

Director nomineeNumber of candidates: Not disclosed; number of new candidates: Not disclosed; number of outside candidates: Not disclosed (the text refers to 3 independent outside directors, including Matsui Kaori (松井 香) and Kono Yoshiyuki (河野 義之))
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (117th fiscal period)
Date and time17 June 2026 (scheduled; start time Not disclosed)
Matters for resolutionProposal No. 1 (proposal to elect Tajima Kohei (田島 晃平) as a director candidate)
Director nomineeNumber of candidates: Not disclosed; number of new candidates: Not disclosed; number of outside candidates: Not disclosed (the text refers to 3 independent outside directors, including Matsui Kaori (松井 香) and Kono Yoshiyuki (河野 義之))
Items this document does not state (2)
Shareholder ProposalPercentage 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.

Glass Lewis recommended voting against the proposal to elect Tajima Kohei (田島 晃平), stating that if the independence of 2 outside directors is not recognized, the Board would not meet the requirement that at least one-third of its independent directors be independent. The Company explained that Sugawara Hideo (菅原 英雄) meets the Tokyo Stock Exchange's independence criteria and that it has elected 3 independent outside directors, including Matsui Kaori (松井 香) and Kono Yoshiyuki (河野 義之), and therefore sees no issue with the independence of the Board.

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Our Views on Proxy Advisory Firm Glass Lewis's Recommendation to Vote Against Proposal No. 1 at Our 117th Annual General Meeting of Shareholders | Mitsuuroko Group Holdings Co.,Ltd. (8131) timely disclosure | Komori