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General Meetings of Shareholders9882YELLOW HAT LTD.Trading & Wholesale

Notice of Convocation of the 2026 Annual General Meeting of Shareholders

For the 68th Annual General Meeting of Shareholders, 5 agenda items will be submitted, including the election of 6 directors and 2 Audit & Supervisory Board Members and 3 shareholder proposals. The director candidates include 1 newly nominated outside director, and if approved, the Company will have 6 directors.

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Resolutions for the General Meeting of Shareholders

Annual (68th fiscal year)
2026
Jun 24
Date and time22 days from this disclosure to the meeting
Matters for resolution5 items
  1. Election of 6 directors

  2. Election of 2 Audit & Supervisory Board members

  3. Partial amendments to the Articles of Incorporation concerning the body authorized to determine dividends and other distributions of surplus

  4. Appropriation of surplus

  5. Revision of compensation for the grant of restricted stock compensation to directors, excluding outside directors

Shareholder Proposal

Proposals for Proposal Nos. 3 through 5 submitted by 1 shareholder. The Board of Directors opposes all of them.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
6Nominees
1New
3Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (68th fiscal year)
Date and time10:00 a.m., Wednesday, 24 June 2026
Matters for resolutionProposal No. 1: Election of 6 directors, Proposal No. 2: Election of 2 Audit & Supervisory Board members, Proposal No. 3: Partial amendments to the Articles of Incorporation concerning the body authorized to determine dividends and other distributions of surplus, Proposal No. 4: Appropriation of surplus, Proposal No. 5: Revision of compensation for the grant of restricted stock compensation to directors, excluding outside directors
Shareholder ProposalProposals for Proposal Nos. 3 through 5 submitted by 1 shareholder. The Board of Directors opposes all of them.
Director nominee6 candidates, including 1 new candidate and 3 outside directors
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 elections are being held due to the expiration of the terms of office of the directors and Audit & Supervisory Board Members. The shareholder proposals seek to change the body authorized to determine dividends, dispose of surplus with the aim of achieving a 100% payout ratio, and change to PBR-linked restricted stock compensation. The Board of Directors opposes all 3 shareholder proposals, citing the need for a flexible capital policy, compatibility with growth investment, and the reasonableness of the current total shareholder return policy and compensation decision-making process.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders | YELLOW HAT LTD. (9882) timely disclosure | Komori