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General Meetings of Shareholders9885CHARLE CO.,LTD.Trading & Wholesale

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

The 51st Annual General Meeting of Shareholders will be held on 23 June 2026. In addition to 2 company proposals, 3 proposals from 1 shareholder will be submitted to the meeting. The Board of Directors opposes all of the shareholder proposals.

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Resolutions for the General Meeting of Shareholders

Annual (51st)
2026
Jun 23
Date and time(Tuesday), 10:00 a.m. (registration opens at 9:00 a.m.)22 days from this disclosure to the meeting
Matters for resolution5 items
  1. Disposition of surplus

  2. Election of 4 directors, excluding directors who are Audit and Supervisory Committee Members

  3. Removal of 1 Director

  4. Election of 1 Director

  5. 50% Reduction in Compensation for 4 Directors (excluding Outside Directors)

Shareholder Proposal

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

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nomineeThe company proposals include 4 director candidates, of whom 1 is a new candidate and 0 are outside directors. The shareholder proposals include the election of 1 director candidate; outside-director status: Not disclosed.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (51st)
Date and time23 June 2026 (Tuesday), 10:00 a.m. (registration opens at 9:00 a.m.)
Matters for resolutionProposal No. 1: Disposition of surplus, Proposal No. 2: Election of 4 directors, excluding directors who are Audit and Supervisory Committee Members, Proposal No. 3: Removal of 1 Director, Proposal No. 4: Election of 1 Director, Proposal No. 5: 50% Reduction in Compensation for 4 Directors (excluding Outside Directors)
Shareholder ProposalThe proposals were submitted by 1 shareholder. Proposals Nos. 3 through 5 were submitted. The Board of Directors opposes all of them.
Director nomineeThe company proposals include 4 director candidates, of whom 1 is a new candidate and 0 are outside directors. The shareholder proposals include the election of 1 director candidate; outside-director status: 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 opposes the shareholder proposals because it considers the current management structure appropriate for business structure reform and enhancing corporate value, the process for selecting director candidates and the composition of their skills appropriate, and the compensation structure reasonable and not excessive, as it is determined based on position, role, responsibilities, performance and other factors.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials | CHARLE CO.,LTD. (9885) timely disclosure | Komori