Resolutions for the General Meeting of Shareholders
Extraordinary general meeting of shareholdersMatter of authorizing and instructing the Board of Directors to issue new shares through a third-party allotment debt-to-equity swap (DES)
Shareholder ProposalMatter of authorizing and instructing the Board of Directors to issue, through a third-party allotment, share acquisition rights with an exercise price adjustment clause (subject to Proposal 1 being approved)
Shareholder Proposal
A proposal by Lian Yih Hann and H.a.N Group, which he beneficially owns. Proposal 1 concerns the issuance of 400,000,000 common shares through a DES, while Proposal 2 concerns the issuance of 100,000,000 share acquisition rights with an exercise price adjustment clause. The Board of Directors has adopted a neutral position, stating that it would be difficult to support the proposals.
A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.| Item | Details |
|---|---|
| Type of shareholders' meeting | Extraordinary general meeting of shareholders |
| Date and time | 10:00 a.m. (Tokyo time), 24 November 2026 (Tuesday) |
| Matters for resolution | Proposal 1: Matter of authorizing and instructing the Board of Directors to issue new shares through a third-party allotment debt-to-equity swap (DES), Proposal 2: Matter of authorizing and instructing the Board of Directors to issue, through a third-party allotment, share acquisition rights with an exercise price adjustment clause (subject to Proposal 1 being approved) |
| Shareholder Proposal | A proposal by Lian Yih Hann and H.a.N Group, which he beneficially owns. Proposal 1 concerns the issuance of 400,000,000 common shares through a DES, while Proposal 2 concerns the issuance of 100,000,000 share acquisition rights with an exercise price adjustment clause. The Board of Directors has adopted a neutral position, stating that it would be difficult to support the proposals. |
Items this document does not state (2)
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 Board of Directors adopted a neutral position because it would be difficult to support the proposals. It would be difficult to determine that the DES issue price, which is substantially discounted from the market price, would not unfairly harm the interests of existing shareholders. It would also be difficult to adequately explain the impact of the maximum dilution rate of 272.7% from this third-party allotment on market liquidity and the share price, and MSW is expected to require time to prepare its investment funding plan. On the other hand, the proposals were submitted to confirm shareholders’ intentions regarding measures to address the negative net worth and delisting concerns.