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General Meetings of Shareholders9401TBS HOLDINGS,INC.Information and Communications, Services and Others

Notice Concerning Agenda Items to Be Submitted to the Ordinary General Meeting of Shareholders and the Board of Directors’ Opinion on Shareholder Proposals

The Company has decided to submit 2 company proposals and 2 shareholder proposals to the 99th Annual General Meeting of Shareholders scheduled for 26 June 2026. The Board of Directors has expressed its opposition to the shareholder proposals concerning an additional dividend and the acquisition of treasury shares.

Worth reading
76Important
Scored from 3 of 4 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
900
On the order of tens of billions of yen (forecast total shareholder returns for fiscal 2026 based on the shareholder proposals)
Wording
Conditional
How definitive the wording is.

Resolutions for the General Meeting of Shareholders

Annual (99th fiscal year)
2026
Jun 26
Date and time(start time: Not disclosed)43 days from this disclosure to the meeting
Matters for resolution4 items
  1. Appropriation of surplus

  2. Election of 12 directors

  3. Appropriation of Surplus

  4. Acquisition of treasury shares

Shareholder Proposal

Proposals No. 3, “Matter concerning the disposition of surplus,” and No. 4, “Acquisition of treasury shares,” submitted by Monex Activist Mother Fund (investment trust management company: Monex Asset Management Co., Ltd.; trustee: The Master Trust Bank of Japan, Ltd.). The Board of Directors is opposed.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee12, of whom the numbers of new and outside candidates are not disclosed
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (99th fiscal year)
Date and time26 June 2026 (start time: Not disclosed)
Matters for resolutionProposal No. 1: Appropriation of surplus, Proposal No. 2: Election of 12 directors, Proposal No. 3: Appropriation of Surplus, Proposal No. 4: Acquisition of treasury shares
Shareholder ProposalProposals No. 3, “Matter concerning the disposition of surplus,” and No. 4, “Acquisition of treasury shares,” submitted by Monex Activist Mother Fund (investment trust management company: Monex Asset Management Co., Ltd.; trustee: The Master Trust Bank of Japan, Ltd.). The Board of Directors is opposed.
Director nominee12, of whom the numbers of new and outside candidates are not disclosed
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 Board of Directors explained that the shareholder proposals could hinder appropriate capital allocation for investments in the growth strategy and other purposes, potentially impairing the Company’s medium- to long-term corporate value. Under the Company’s plan, the combined amount of dividends and treasury share acquisitions in fiscal 2026 is expected to be on the order of ¥50 billion, which it considers appropriate in terms of maintaining a balance with investments in the growth strategy.

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Notice Concerning Agenda Items to Be Submitted to the Ordinary General Meeting of Shareholders and the Board of Directors’ Opinion on Shareholder Proposals | TBS HOLDINGS,INC. (9401) timely disclosure | Komori