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General Meetings of Shareholders8291NISSAN TOKYO SALES HOLDINGS CO.,LTD.Retail

Notice of Convocation of the 114th Annual General Meeting of Shareholders

For the 114th Annual General Meeting of Shareholders, a total of 10 proposals will be submitted: 3 company proposals and 7 shareholder proposals. The company proposals include an update to the takeover response policy and the election of 7 directors, while the shareholder proposals include share buybacks, amendments to the Articles of Incorporation, share-based compensation, and an additional dividend.

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Resolutions for the General Meeting of Shareholders

Annual (114th)
2026
Jun 25
Date and time(Thursday), 10:00 a.m.23 days from this disclosure to the meeting
Matters for resolution10 items
  1. Appropriation of surplus

  2. Election of 7 Directors

  3. Update to the response measures concerning large-scale purchases of the Company's shares (takeover response policy)

  4. Acquisition of treasury shares

  5. Amendments to the Articles of Incorporation concerning the number of outside directors

  6. Approval of the compensation amount under the restricted stock compensation plan

  7. Amendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders

  8. Appropriation of surplus

  9. Partial amendments to the Articles of Incorporation to require special shareholder approval for the activation of takeover defenses

  10. Partial amendments to the Articles of Incorporation concerning the elimination of improper transaction risks related to policy-held shares

Shareholder Proposal

Yes. Proposals 4 through 7 were submitted by one shareholder, and Proposals 8 through 10 were submitted by another shareholder. The Board of Directors opposes all shareholder proposals.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
7Nominees
4New
3Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (114th)
Date and time25 June 2026 (Thursday), 10:00 a.m.
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Election of 7 Directors, Proposal 3: Update to the response measures concerning large-scale purchases of the Company's shares (takeover response policy), Proposal 4: Acquisition of treasury shares, Proposal 5: Amendments to the Articles of Incorporation concerning the number of outside directors, Proposal No. 6: Approval of the compensation amount under the restricted stock compensation plan, Proposal 7: Amendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders, Proposal 8: Appropriation of surplus, Proposal 9: Partial amendments to the Articles of Incorporation to require special shareholder approval for the activation of takeover defenses, Proposal 10: Partial amendments to the Articles of Incorporation concerning the elimination of improper transaction risks related to policy-held shares
Shareholder ProposalYes. Proposals 4 through 7 were submitted by one shareholder, and Proposals 8 through 10 were submitted by another shareholder. The Board of Directors opposes all shareholder proposals.
Director nominee7 (4 new, 3 outside)
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 company cites the return of profits to shareholders, the composition of the Board of Directors, the protection of corporate value and the common interests of shareholders, and the need to secure information and time to assess takeover proposals. The shareholder proposals are stated to be based on improving capital efficiency, sharing value with shareholders, enhancing information disclosure, restraining the use of takeover defenses, and eliminating policy-held shares.

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Notice of Convocation of the 114th Annual General Meeting of Shareholders | NISSAN TOKYO SALES HOLDINGS CO.,LTD. (8291) timely disclosure | Komori