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General Meetings of Shareholders9697CAPCOM CO.,LTD.Information and Communications, Services and Others

Notice of Convocation of the 2026 Annual General Meeting of Shareholders

Eight proposals will be submitted to the 47th Annual General Meeting of Shareholders, including proposals concerning dividends, the election of directors, and the introduction and revision of the executive compensation system. The year-end dividend is scheduled to increase to ¥25 per share from ¥22 per share for the previous fiscal year.

Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3
Increase in year-end dividend per share (¥)
Wording
Conditional
How definitive the wording is.

Resolutions for the General Meeting of Shareholders

Annual (47th fiscal term)
2026
Jun 18
Date and time(Thursday), 10:00 a.m.30 days from this disclosure to the meeting
Matters for resolution8 items
  1. Appropriation of surplus

  2. Election of 11 Directors, excluding Directors who are Audit & Supervisory Committee Members

  3. Election of 3 Directors who are Audit & Supervisory Committee Members

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

  5. Revision of the Compensation Amount for Cash Bonuses for Directors, excluding Outside Directors and Directors who are Audit & Supervisory Committee Members

  6. Introduction of a Performance-Linked Stock Compensation Plan for Directors, excluding Outside Directors and Directors who are Audit & Supervisory Committee Members (one-year evaluation period)

  7. Revision of the Compensation Framework for the Performance-Linked Stock Compensation Plan for Directors, excluding Outside Directors and Directors who are Audit & Supervisory Committee Members (three-year evaluation period)

  8. Introduction of a Restricted Stock Compensation Plan for Outside Directors, excluding Outside Directors who are Audit & Supervisory Committee Members

Shareholder Proposal

No

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nomineeThere are 15 candidates in total: 11 under Proposal No. 2, 3 under Proposal No. 3, and 1 under Proposal No. 4. Of the 14 candidates under Proposals No. 2 and No. 3, 1 is new and 7 are outside directors. The candidate under Proposal No. 4 is 1 outside director.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (47th fiscal term)
Date and time18 June 2026 (Thursday), 10:00 a.m.
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Election of 11 Directors, excluding Directors who are Audit & Supervisory Committee Members, Proposal 3: Election of 3 Directors who are Audit & Supervisory Committee Members, Proposal 4: Election of 1 alternate Director who is an Audit & Supervisory Committee Member, Proposal No. 5: Revision of the Compensation Amount for Cash Bonuses for Directors, excluding Outside Directors and Directors who are Audit & Supervisory Committee Members, Proposal No. 6: Introduction of a Performance-Linked Stock Compensation Plan for Directors, excluding Outside Directors and Directors who are Audit & Supervisory Committee Members (one-year evaluation period), Proposal No. 7: Revision of the Compensation Framework for the Performance-Linked Stock Compensation Plan for Directors, excluding Outside Directors and Directors who are Audit & Supervisory Committee Members (three-year evaluation period), Proposal No. 8: Introduction of a Restricted Stock Compensation Plan for Outside Directors, excluding Outside Directors who are Audit & Supervisory Committee Members
Shareholder ProposalNo
Director nomineeThere are 15 candidates in total: 11 under Proposal No. 2, 3 under Proposal No. 3, and 1 under Proposal No. 4. Of the 14 candidates under Proposals No. 2 and No. 3, 1 is new and 7 are outside directors. The candidate under Proposal No. 4 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 dividend reflects the Company's basic policy of maintaining a consolidated dividend payout ratio of 30%, taking into consideration necessary investment, financial soundness, cash flow, and the achievement of record-high net income attributable to owners of the parent. The compensation system is being reviewed to expand incentives for enhancing corporate value over the medium to long term and achieving stable profit growth, and to promote the sharing of value with shareholders.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders | CAPCOM CO.,LTD. (9697) timely disclosure | Komori