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General Meetings of Shareholders8795T&D Holdings, Inc.Financials (excluding banks)

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

For the 22nd Ordinary General Meeting of Shareholders, proposals will be submitted concerning dividends, the election of directors, revisions to the maximum amounts of directors’ remuneration, and revisions to the share-based compensation plan. The director candidates comprise 7 directors who are not Audit and Supervisory Committee Members, 5 directors who are Audit and Supervisory Committee Members, and others.

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Resolutions for the General Meeting of Shareholders

Annual (22nd)
2026
Jun 25
Date and time35 days from this disclosure to the meeting
Matters for resolution7 items
  1. Appropriation of surplus

  2. Election of 7 directors who are not Audit & Supervisory Committee members

  3. Election of 5 directors serving as Audit and Supervisory Committee Members

  4. Election of 1 alternate Director who is an Audit & Supervisory Committee Member

  5. Revision of the amount of remuneration, etc. for directors who are not Audit and Supervisory Committee Members

  6. Revision of the amount of remuneration, etc. for directors who are Audit and Supervisory Committee Members

  7. Partial revision of the share-based compensation plan for directors, etc. who are not Audit and Supervisory Committee Members

Shareholder Proposal

No

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee13 candidates in total (7 directors who are not Audit and Supervisory Committee Members, 5 directors who are Audit and Supervisory Committee Members, and 1 substitute). There are 6 new candidates (including 2 directors who are not Audit and Supervisory Committee Members, 2 directors who are Audit and Supervisory Committee Members, and 1 substitute, together with other structurally required candidates). There are 6 outside candidates (3 directors who are not Audit and Supervisory Committee Members and 3 directors who are Audit and Supervisory Committee Members; the substitute candidate is also an outside candidate).
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (22nd)
Date and time10:00 a.m., Thursday, 25 June 2026
Matters for resolutionProposal 1: Appropriation of surplus, Proposal 2: Election of 7 directors who are not Audit & Supervisory Committee members, Agenda Item No. 3: Election of 5 directors serving as Audit and Supervisory Committee Members, Proposal 4: Election of 1 alternate Director who is an Audit & Supervisory Committee Member, Proposal No. 5: Revision of the amount of remuneration, etc. for directors who are not Audit and Supervisory Committee Members, Proposal No. 6: Revision of the amount of remuneration, etc. for directors who are Audit and Supervisory Committee Members, Proposal No. 7: Partial revision of the share-based compensation plan for directors, etc. who are not Audit and Supervisory Committee Members
Shareholder ProposalNo
Director nominee13 candidates in total (7 directors who are not Audit and Supervisory Committee Members, 5 directors who are Audit and Supervisory Committee Members, and 1 substitute). There are 6 new candidates (including 2 directors who are not Audit and Supervisory Committee Members, 2 directors who are Audit and Supervisory Committee Members, and 1 substitute, together with other structurally required candidates). There are 6 outside candidates (3 directors who are not Audit and Supervisory Committee Members and 3 directors who are Audit and Supervisory Committee Members; the substitute candidate is also an outside candidate).
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 revisions to directors’ remuneration are intended to contribute to the enhancement of corporate value and sustainable growth over the medium to long term and strengthen appropriate incentive functions, prompted by the Group’s long-term vision beginning in fiscal 2026. The revisions to the share-based compensation plan are intended to strengthen the enhancement of corporate value and value sharing with stakeholders, including shareholders, through measures such as adding a performance-linked plan. The election of director candidates is intended to strengthen the Board of Directors’ supervisory function, accelerate decision-making and stimulate discussion.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials | T&D Holdings, Inc. (8795) timely disclosure | Komori