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General Meetings of Shareholders8585Orient CorporationFinancials (excluding banks)

Notice Concerning the Board of Directors’ Opinion on the Shareholder Proposal

The Company’s Board of Directors resolved to oppose both of the 2 proposals submitted by shareholders to amend the Articles of Incorporation and disclosed its reasons for opposition.

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Resolutions for the General Meeting of Shareholders

66th Annual General Meeting of Shareholders (scheduled for 24 June 2026)
2026
Jun 24
Date and time(start time: Not disclosed)40 days from this disclosure to the meeting
Matters for resolution2 items
  1. Proposal to amend the Articles of Incorporation concerning the disclosure of directors’ holdings of shares potentially involving conflicts of interest

  2. Proposal to amend the Articles of Incorporation concerning the appointment of the chair of the Board of Directors

Shareholder Proposal

Proposals submitted by INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP and 株式会社ストラテジックキャピタル. They proposed 2 amendments to the Articles of Incorporation, and the Board of Directors opposes both.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meeting66th Annual General Meeting of Shareholders (scheduled for 24 June 2026)
Date and time24 June 2026 (start time: Not disclosed)
Matters for resolutionProposal to amend the Articles of Incorporation concerning the disclosure of directors’ holdings of shares potentially involving conflicts of interest, Proposal to amend the Articles of Incorporation concerning the appointment of the chair of the Board of Directors
Shareholder ProposalProposals submitted by INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP and 株式会社ストラテジックキャピタル. They proposed 2 amendments to the Articles of Incorporation, and the Board of Directors opposes both.
Items this document does not state (2)
Director nomineePercentage 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 opposes requiring the disclosure in the Articles of Incorporation of directors’ holdings of shares potentially involving conflicts of interest because it already has a conflict-of-interest management framework in place, and fixing specific disclosure requirements in the Articles of Incorporation could impair flexible management decision-making. The Company also opposes limiting the position of chair of the Board of Directors to an outside director because the current chair has knowledge of the business and applicable regulations, and the current structure, in which independent outside directors constitute a majority, is suited to balancing oversight functions with the efficient conduct of Board meetings. Limiting the position in the Articles of Incorporation could make the Board’s operations inflexible.

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Notice Concerning the Board of Directors’ Opinion on the Shareholder Proposal | Orient Corporation (8585) timely disclosure | Komori