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General Meetings of Shareholders9913NIPPO LTD.Trading & Wholesale

Notice of Convocation of the 2026 Annual General Meeting of Shareholders

The company has proposed for consideration at the 75th Annual General Meeting of Shareholders the appropriation of surplus, the election of directors and directors who are Audit and Supervisory Committee Members, and the continuation of the policy for responding to takeovers. The policy for responding to takeovers will continue under the current plan, with the composition requirement for the Independent Committee changed to outside directors or outside experts.

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Resolutions for the General Meeting of Shareholders

Annual (75th fiscal year)
2026
Jun 23
Date and time(Tuesday), 10:00 a.m. (registration opens at 9:00 a.m.)29 days from this disclosure to the meeting
Matters for resolution4 items
  1. Disposition of surplus

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

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

  4. Continuation of the policy for responding to large-scale purchases of the Company's shares and other securities (policy for responding to takeovers)

Shareholder Proposal

No

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee7 candidates. 1 new candidate and 3 outside candidates (including 2 outside directors who are Audit and Supervisory Committee Members)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (75th fiscal year)
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: Election of 3 Directors who are Audit and Supervisory Committee Members, Proposal 4: Continuation of the policy for responding to large-scale purchases of the Company's shares and other securities (policy for responding to takeovers)
Shareholder ProposalNo
Director nominee7 candidates. 1 new candidate and 3 outside candidates (including 2 outside directors who are Audit and Supervisory Committee Members)
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 company explains that, in order to secure and enhance corporate value and the common interests of shareholders, it is necessary to secure the provision of information by a large-scale purchaser, the Board of Directors' opportunity to examine and assess the proposal, and an opportunity for negotiations. It also states that the composition requirement was changed because there will be 2 independent outside directors, making it impossible to compose the Independent Committee solely of independent outside directors. The year-end dividend is based on achieving the three-year cumulative consolidated operating profit target under Medium-Term Management Plan 2025 and operating profit for the fiscal year ending March 2026 exceeding ¥2 billion.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders | NIPPO LTD. (9913) timely disclosure | Komori