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General Meetings of Shareholders9982Takihyo Co.,Ltd.Trading & Wholesale

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

The company disclosed a notice of convocation for the 115th Annual General Meeting of Shareholders, with 4 company proposals and 4 shareholder proposals to be submitted to the meeting. The company proposals concern dividends, amendments to the Articles of Incorporation and the election of directors. The shareholder proposals call for the abolition of the takeover defense policy, individual disclosure of executive compensation, an additional dividend and the acquisition of treasury shares.

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Resolutions for the General Meeting of Shareholders

Annual (115th)
2026
May 27
Date and time(Wednesday), 10:00 a.m.29 days from this disclosure to the meeting
Matters for resolution8 items
  1. Appropriation of surplus

  2. Partial amendments to the Articles of Incorporation (addition of business purposes)

  3. Election of 6 directors (excluding directors who are Audit & Supervisory Committee members)

  4. Election of 3 directors serving as Audit and Supervisory Committee members

  5. Abolition of the policy for responding to large-scale purchases of the company's shares and other securities (takeover response policy)

  6. Partial amendments to the Articles of Incorporation (individual disclosure of director compensation)

  7. Disposition of surplus

  8. Acquisition of treasury shares

Shareholder Proposal

The proposer is LIM JAPAN EVENT MASTER FUND. It submitted Proposals Nos. 5 through 8. The Board of Directors opposes all of them.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee9 candidates: 3 new candidates (1 director candidate and 2 candidates for directors who are Audit and Supervisory Committee members) and 5 outside candidates (3 director candidates and 2 candidates for directors who are Audit and Supervisory Committee members).
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (115th)
Date and time27 May 2026 (Wednesday), 10:00 a.m.
Matters for resolutionProposal 1: Appropriation of surplus, Proposal No. 2: Partial amendments to the Articles of Incorporation (addition of business purposes), Proposal No. 3: Election of 6 directors (excluding directors who are Audit & Supervisory Committee members), Proposal No. 4: Election of 3 directors serving as Audit and Supervisory Committee members, Proposal No. 5: Abolition of the policy for responding to large-scale purchases of the company's shares and other securities (takeover response policy), Proposal No. 6: Partial amendments to the Articles of Incorporation (individual disclosure of director compensation), Proposal No. 7: Disposition of surplus, Proposal No. 8: Acquisition of treasury shares
Shareholder ProposalThe proposer is LIM JAPAN EVENT MASTER FUND. It submitted Proposals Nos. 5 through 8. The Board of Directors opposes all of them.
Director nominee9 candidates: 3 new candidates (1 director candidate and 2 candidates for directors who are Audit and Supervisory Committee members) and 5 outside candidates (3 director candidates and 2 candidates for 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 reasons given for the company proposals include returning profits to shareholders, preparing for future business development and electing directors whose terms of office are expiring. The shareholder proposals are described as being intended to enhance shareholder value and capital efficiency, address the takeover defense policy and improve compensation transparency. The Board of Directors opposes all of the proposals.

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Notice of Convocation of the 2026 Annual General Meeting of Shareholders and Meeting Materials | Takihyo Co.,Ltd. (9982) timely disclosure | Komori