Note: This English translation is an abridged version of the original notice in Japanese. In the event of a discrepancy, the Japanese version shall prevail.
TO OUR SHAREHOLDERSDecember 2, 2024 (Start date of electronic provision of materials: November 22, 2024)
Securities code: 3205
Daidoh Limited
1-16 Sotokanda 3-chome, Chiyoda- ku, Tokyo
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholder:
Please be informed that an Extraordinary General Meeting of Shareholders of Daidoh Limited (the "Company") will be held at 10:00 a.m. (the reception is scheduled to open at 9:00 a.m.) on Tuesday, December 17, 2024, at Kanda Myoujin Hall on the 2nd floor of EDOCCO EDO Culture Complex, at 16-2 Sotokanda 2-chome, Chiyoda-ku, Tokyo.
When arriving at the meeting venue, please submit the enclosed Voting Form at the reception desk.
When convening this Extraordinary General Meeting of Shareholders, the Company has taken measures for electronic provision of materials, and has posted the matters to be provided electronically as the "Notice of an Extraordinary General Meeting of Shareholders" on the website at the link below.
Our website: https://www.daidoh-limited.com/english/ir/meeting.html
In addition to the above, the information is also available on the following website. Please access the Tokyo Stock Exchange website below, enter "DAIDOH LIMITED" in "Issue name (company name)" or "3205" in "Code," click "Search" and select "Basic information," "Documents for public inspection/PR information," "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting," and then confirm the information.
Tokyo Stock Exchange (TSE-Listed Company Search) Website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are not attending the meeting, you may exercise your voting rights in writing or via the Internet. Please review the Reference Materials for the Extraordinary General Meeting of Shareholders and exercise your vote so that it reaches us no later than 6:30 p.m. on Monday, December 16, 2024.
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Souvenirs will not be provided to the shareholders attending the meeting. We appreciate your understanding.
Sincerely,
Koichiro Naruse
Representative Director
President & COO
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MEETING AGENDA
Items to be Resolved:
Item 1: Reduction of Share Capital
Item 2: Reduction of Legal Capital Surplus and Legal Retained Earnings
Matters decided for the convening of the General Meeting of Shareholders
- If you are exercising your voting rights by proxy, one shareholder with voting rights may attend the General Meeting of Shareholders as your proxy. In this case, a document certifying the proxy's power of representation (a letter of proxy) and the shareholder's Voting Form, and certificate of the seal stamped on the letter of proxy, or a copy of passport, driver's license, health insurance card or any other document that identifies the shareholder must be submitted along with the Voting Form of the proxy. Please note that persons other than shareholders, such as proxies and accompanying persons who are not shareholders, are not permitted to attend the General Meeting of Shareholders.
- If voting rights are exercised in duplicate, in writing (by postal mail) and via the Internet, the vote exercised via the Internet will be deemed valid.
- If you exercise your voting rights more than once via the Internet, the last exercise of your voting rights will be deemed valid.
In the event of any amendments to the electronic materials, a notice to that effect and details of such amendments will be posted on each of the websites where the materials are posted as mentioned above.
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REFERENCE MATERIALS FOR THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS
Item 1: Reduction of Share Capital
1. Purpose of the reduction of share capital
With the purpose of ensuring the mobility of future capital policy, the Company will reduce share capital pursuant to the provisions of Article 447, Paragraph 1 of the Companies Act. The reduction will not affect the number of shares held by shareholders since the total number of shares outstanding will not be reduced. In addition, the amount to be reduced will be transferred within net assets, and the reduction will not change the amount of net assets of the Company.
- Outline of the reduction of share capital
-
Amount to be reduced
The share capital of 6,891,851,938 yen will be reduced by 6,791,851,938 yen to 100,000,000 yen. - Method of reduction
The Company will carry out a reduction of share capital without compensation, reducing the amount of share capital without changing the total number of shares outstanding. The entire amount to be reduced will be transferred to other capital surplus.
- Scheduled effective date of the reduction of share capital
January 1, 2025
Item 2: Reduction of Legal Capital Surplus and Legal Retained Earnings
1. Purpose of the reduction of legal capital surplus and legal retained earnings
With the purpose of ensuring the mobility of future capital policy as stated in Item 1 "Reduction of Share Capital," the Company will reduce legal capital surplus and legal retained earnings pursuant to the provisions of Article 448, Paragraph 1 of the Companies Act.
- Outline of the reduction of legal capital surplus
-
Amount to be reduced
The legal capital surplus of 3,147,173,219 yen will be reduced by 3,122,173,219 yen to 25,000,000 yen. - Method of reduction
The entire amount to be reduced will be transferred to other capital surplus.
- Outline of the reduction of legal retained earnings
-
Amount to be reduced
The legal retained earnings of 959,545,484 yen will be reduced to 0 yen. - Method of reduction
The entire amount to be reduced will be transferred to other retained earnings.
- Scheduled effective date of the reduction of legal capital surplus and legal retained earnings January 1, 2025
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