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General Meetings of Shareholders9003Sotetsu Holdings,Inc.Transportation and Logistics

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

The 158th Annual General Meeting of Shareholders will be held on 26 June 2026, with proposals concerning dividends, the election of Directors and Audit & Supervisory Board Members, the revision of Directors’ remuneration, and the introduction of restricted stock compensation. All 7 Director candidates are standing for re-election, and there is 1 new outside Audit & Supervisory Board Member candidate.

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Resolutions for the General Meeting of Shareholders

Annual (158th fiscal period)
2026
Jun 26
Date and time(Friday), 10:00 a.m. (受付開始: 9:00 a.m.)29 days from this disclosure to the meeting
Matters for resolution5 items
  1. Appropriation of surplus

  2. Election of 7 Directors

  3. Election of 1 Audit & Supervisory Board member

  4. Revision of directors’ remuneration

  5. Determination of remuneration for the allotment of restricted stock to Directors, excluding Outside Directors

Shareholder Proposal

No

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
7Nominees
0New
3Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (158th fiscal period)
Date and time26 June 2026 (Friday), 10:00 a.m. (受付開始: 9:00 a.m.)
Matters for resolutionProposal No. 1: Appropriation of surplus, Proposal No. 2: Election of 7 Directors, Proposal No. 3: Election of 1 Audit & Supervisory Board member, Proposal No. 4: Revision of directors’ remuneration, Proposal No. 5: Determination of remuneration for the allotment of restricted stock to Directors, excluding Outside Directors
Shareholder ProposalNo
Director nominee7, including 0 new candidates and 3 outside directors
Items this document does not state (1)
Percentage voting in favor

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide clearer incentives for increasing corporate value over the medium to long term, rather than focusing solely on short-term performance, the Company will reduce basic remuneration and increase the proportion of performance-linked remuneration. Restricted stock compensation will be introduced to promote the sustained enhancement of corporate value and the sharing of value with shareholders. The candidates’ election is based on their management experience, specialized knowledge, and expected contributions to advice and oversight at Board of Directors meetings, among other factors.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and General Meeting Materials | Sotetsu Holdings,Inc. (9003) timely disclosure | Komori