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General Meetings of Shareholders8585Orient CorporationFinancials (excluding banks)

Notice of Convocation of the 2026 Annual General Meeting of Shareholders

The 66th Annual General Meeting of Shareholders will be held on 24 June 2026, with 6 proposals submitted for consideration, including the appropriation of surplus, the election of directors and other officers, and amendments to the Articles of Incorporation. Proposals 5 and 6 are shareholder proposals, which the Board of Directors opposes.

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Resolutions for the General Meeting of Shareholders

Annual (66th)
2026
Jun 24
Date and time29 days from this disclosure to the meeting
Matters for resolution6 items
  1. Appropriation of surplus

  2. Election of 7 Directors (excluding Directors who are Audit and Supervisory Committee Members)

  3. Election of 4 directors serving as Audit & Supervisory Committee Members

  4. Election of 1 Substitute Director who is an Audit and Supervisory Committee Member

  5. Amendments to the Articles of Incorporation concerning disclosure of directors’ holdings of shares involving potential conflicts of interest

  6. Amendments to the Articles of Incorporation concerning the election of the Chair of the Board of Directors

Shareholder Proposal

Yes. The proposer’s name is Not disclosed. Proposals 5 and 6. The Board of Directors opposes them.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nomineeThe candidates comprise 7 Directors other than those serving as Audit and Supervisory Committee Members, 4 Directors serving as Audit and Supervisory Committee Members, and 1 substitute Audit and Supervisory Committee Member. Among the candidates for Directors other than those serving as Audit and Supervisory Committee Members, 1 is a new candidate and 3 are outside directors. Among the candidates for Audit and Supervisory Committee Members, 1 is a new candidate and 3 are outside directors. The substitute candidate is 1 outside director.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (66th)
Date and time10:00 a.m., Wednesday, 24 June 2026
Matters for resolutionProposal No. 1: Appropriation of surplus, Proposal No. 2: Election of 7 Directors (excluding Directors who are Audit and Supervisory Committee Members), Proposal No. 3: Election of 4 directors serving as Audit & Supervisory Committee Members, Proposal No. 4: Election of 1 Substitute Director who is an Audit and Supervisory Committee Member, Proposal 5: Amendments to the Articles of Incorporation concerning disclosure of directors’ holdings of shares involving potential conflicts of interest, Proposal 6: Amendments to the Articles of Incorporation concerning the election of the Chair of the Board of Directors
Shareholder ProposalYes. The proposer’s name is Not disclosed. Proposals 5 and 6. The Board of Directors opposes them.
Director nomineeThe candidates comprise 7 Directors other than those serving as Audit and Supervisory Committee Members, 4 Directors serving as Audit and Supervisory Committee Members, and 1 substitute Audit and Supervisory Committee Member. Among the candidates for Directors other than those serving as Audit and Supervisory Committee Members, 1 is a new candidate and 3 are outside directors. Among the candidates for Audit and Supervisory Committee Members, 1 is a new candidate and 3 are outside directors. The substitute candidate is 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 company states that its proposals regarding the election of directors are intended to form a board comprising individuals with diverse knowledge and experience, thereby achieving both diversity and an appropriate board size. The body of the notice does not provide specific reasons for opposing the shareholder proposals, referring readers to the company’s website for details.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders | Orient Corporation (8585) timely disclosure | Komori