Notice Concerning Determination of Matters to Be Submitted to the Extraordinary General Meeting of Shareholders

Determination of Matters to Be Submitted to the Extraordinary General Meeting and Progress of the Business Integration

At this extraordinary general meeting of shareholders, multiple proposals will be submitted, including approval of the absorption-type split agreement, approval of the share exchange agreement, partial amendments to the Articles of Incorporation (in multiple places), and proposals concerning the appointment and remuneration of directors resulting from the business integration. The share exchange is assumed to take effect on April 1, 2027. Terms based on the business integration press release apply, and organizational restructuring including a change of trade name is anticipated.

New Executive Structure and Establishment of Remuneration Framework

In connection with this business integration, the proposals include appointment of four new director candidates (excluding Audit and Supervisory Committee members), appointment of candidates for the Audit and Supervisory Committee, selection of the President and CEO, and establishment of aggregate caps for directors' base compensation and performance-linked compensation, representing significant changes to executive personnel and remuneration. The effectiveness is conditional upon approval of the share exchange and approval of the draft amendments to the Articles of Incorporation.