Dentsu : Notice of Convocation of the 177th Ordinary General Meeting of Shareholders

About this update from Dentsu Group Inc.

These documents have been translated from a part of Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations. Notice of Convocation of the 177th Ordinary General Meeting of Shareholders Dentsu Group Inc. P.2 Message from the President & Global CEO 2 Exercising of Voting Rights 5 Exercising Voting Rights Online 6 P.7 Notice of Convocation Notice of Convocation of the 177th Ordinary General Meeting of Shareholders 7 P.10 Reference Material for the General Meeting of Shareholders Proposal Partial Amendments to the Articles of Incorporation 10 No.1 Proposal Appointment of 11 Directors 26 No.2 (Reference) Response to the Antimonopoly Act Violation and Progress of Mindset and Behavior Reform 42 Information Related to Corporate Governance 45 P.55 Business Report I Items Pertaining to the Current State of the Corporate Group 55 Ⅲ Items Related to the Company Executives 63 Memo for Shareholders Table of Contents Posted on the website and provided to shareholders who have requested a paper copy Provided to Shareholders as a Booklet To our shareholders I would like to take this opportunity to express our sincere gratitude to all our shareholders for your invaluable support. This notice is to inform you that we will hold our 177th Ordinary Shareholders Meeting as scheduled. In FY2025, on a consolidated basis, the Group’s organic growth rate was slightly above our guidance, reaching 0.5%, and the operating margin exceeded expectations for both the Japan business and the International business, reaching 14.4%. Despite continued strong growth in the Japan business, the Group posted a bottom-line loss for the third consecutive fiscal year due to the recording of goodwill impairment in the International business amid the rebuilding of the business foundation. In addition, as retained earnings for Dentsu Group Inc., on a non-consolidated basis, have fallen into a significant deficit, we regret to inform our shareholders that we have decided to pay no year-end dividend for FY2025, following on from the interim dividend, and its dividend forecast for FY2026 is also set to zero. We sincerely apologize for this outcome. In the Mid-Term Management Plan introduced last year, the Group positioned a recovery in business performance in the International business as the biggest challenge, and has been implementing a range of measures to achieve this recovery. Reevaluating underperforming businesses and rebuilding the business foundation The Group is continuing to reevaluate underperforming businesses and rebuild the business foundation, aiming to improve profitability. As the first step, we are reevaluating markets continuing to operate at a loss among the markets that have seen over 10.0 billion yen of cumulative investment. Our businesses in China and Australia had been posting operating losses from FY2023, and we successfully turned them profitable on an underlying operating profit basis through ensuring cost efficiency and reviewing compensation. Although both markets remained in negative growth for the full FY2025, we saw an organic growth rate turning positive in China from the third quarter onward, which contributed to an improvement in profitability. The reevaluation of underperforming businesses is conducted on an ongoing basis based on the latest business results. Aiming to eliminate any markets operating at a loss during FY2026, we are taking steps to recover profitability. Meanwhile, we already started the processes of downsizing, withdrawing, or selling some businesses that were found to be underperforming, progress of which will be announced immediately at an appropriate timing. In rebuilding the business foundation, we aim to reduce costs by approximately 50.0 billion yen per year in FY2027. We are currently reviewing the overlapping headquarters functions currently split between Tokyo and London, streamlining operations by redefining the role of each regional headquarters, engaging in market cost control, and improving efficiency, including the use of AI and outsourcing. Specifically, we launched 750 projects, and the statuses of more than 80 % of the projects were either running or completed as of January 2026. This resulted in the cost reduction of about 14.0 Hiroshi Igarashi Director, Representative Executive Officer, President & Global CEO Dentsu Group Inc. billion yen recognized per year in FY2025, and an additional 28.0 billion yen of cost reduction per year is expected to be recognized in FY2026. We had also been working to simplify the holding company structures within the Group. By continuing with this effort, we successfully reduced by half the number of companies engaged in the International business by January 2026, that reached more than 1,000 as of January 2021. This effort will continue in FY2026, with a view to achieving greater efficiency and realizing organizations that can offer values to our clients swiftly. The focus of our business strategies The services that the Group provides to its clients are Integrated Growth Solutions that achieve sustainable growth for clients by integrating the Group’s diverse range of unique capabilities in the area where marketing, technology, and consulting converge, as well as the sports and entertainment domain. Under the Mid-Term Management Plan, we aim to be a growth partner for our clients in each market. Through successive successes in each market, we will achieve global growth. Under our markets strategy, we are strengthening our focus particularly on the large markets of Japan and the United States, where the Group boasts unique business assets. In Japan, the market accounting for about 40% of our net revenue, we achieve growth for the eleventh consecutive quarter. As this strong growth is expected to continue in FY2026, we will strengthen our competitiveness in the market as a driving force for the entire Group. In the United States that showed negative growth in FY2025, we are making internal investments, such as tool development and AI utilization in the data & technology businesses, aiming to achieve growth driven by our core Media businesses. In addition, to recover business performance of the customer experience management (CXM) business, we are working to improve the conversion rates of pipelines (potential deals). As a recovery trend was seen in the third and fourth quarters in FY2025, we expect to bring the CXM business in the United States back to positive growth in FY2026, for the first time after FY2022. In the International business, we are promoting initiatives to enhance added value in our core Media businesses, which accounts for over half of net revenue across our three overseas regions, and the organic growth rates of the Media businesses were positive in the three regions worldwide. Although the Creative business and CXM business will continue to face a challenging business environment in some regions, we will continue to strengthen capabilities of these businesses in areas with great affinity for the Media business. We are simultaneously promoting initiatives to create businesses that will be potential pillars of growth for the future. In addition to business transformation (BX), we began full-scale global expansion of the sports and entertainment business in FY2025, which was focused on Japan until now. We will expand our business strategically in anticipation of large-scale sports events and other numerous business opportunities in FY2026. Strengthening governance and internal controls We will continue to strive to improve the Group’s governance and internal controls through measures such as building a Group-wide governance structure, strengthening the supervisory function on decision-making in each region, clarifying those responsible for Group governance, and streamlining business operations. Progress on these initiatives is regularly confirmed by the Board of Directors, the Audit Committee and other bodies. At dentsu Japan, all officers and employees are engaged in the Mindset and Behavior Reform aimed at preventing the recurrence of issues after the Company was indicted for a violation of the Antimonopoly Act in connection with the Tokyo 2020 Olympic and Paralympic Games. In FY2024, we completed all 17 initiatives established in FY2023. Following the December 2025 decision by the Supreme Court of Japan, the judgment against our group for violations of the Antimonopoly Act has been finalized. We sincerely regret the concern caused to all our shareholders. We take this decision very seriously and will continue to ensure, across the entire Group, that integrity is our highest priority and that business is conducted in accordance with the highest ethical standards. Enhancing corporate value from a long-term perspective Under our “2030 Value Creation Strategy,” we are vigorously advancing initiatives to create value, not only in the financial domain but also across non-financial areas. For each of the four key themes—INTEGRITY, PEOPLE & CULTURE, INNOVATION, and ENVIRONMENT—we have established respective goals, action plans, and KPIs. Going forward, we will continue to value dialogue with all stakeholders, steadily implement each initiative, and work toward realizing a vibrant society that is filled with the joy of living. Shifting to a new management structure aimed at accelerating transformation Under these circumstances, we have decided to shift to a new management structure in order to further accelerate our transformation. The Nominating Committee has selected candidates for the next CEO based on the Company’s succession plan. Among the candidates, Mr. Sano is judged to be the most suitable leader to guide the Company in this period of transformation, considering his record of significantly advancing the results of the Japan business and his efforts for business transformation and maximization of corporate value on a global scale. We would like to ask all our shareholders to understand the Group’s medium- to long-term value and to continue their unwavering support for the transformation initiatives being advanced under the new management structure. Exercising of Voting Rights Voting rights are an important way for all shareholders to participate in the management of Dentsu Group Inc (the “Company”). Voting rights may be exercised using the methods shown below. Please exercise your voting rights after consideration of the Reference Material for the General Meeting of Shareholders. Attendance at the General Meeting of Shareholders Exercising voting rights by mail Exercising voting rights online Please submit the Voting Rights Exercise Form enclosed with the Notice of Convocation that has been provided to shareholders and submit it to the receptionist at the meeting venue. Please bring the Notice of Convocation to the meeting as reference material. Meeting date and time 10:00 AM, March 27 (Fri.), 2026 (Doors are scheduled to open at 9:00 AM) Please indicate “for” or “against” for each proposal shown on the Voting Rights Exercise Form enclosed with the Notice of Convocation that has been provided to shareholders and return it by mail. Deadline for exercising voting rights by mail Must be received by 5:30 PM, March 26 (Thu.), 2026 Voting rights may be exercised online. Please see the next page for details. Deadline for exercising voting rights online Must be lodged by 5:30 PM, March 26 (Thu.), 2026 How to complete the Voting Rights Exercise Form Please indicate “for” or “against” for each proposal here. Proposal No.1 Proposal No.2* If you agree , circle “for (賛)” If you agree with the election of all candidates, circle “for (賛)” If you disagree, circle “against (否)” If you disagree with the election of all candidates, circle “against (否)” * To indicate different votes for some candidate(s), please write the relevant candidate number(s). Please take note of the following matters when exercising voting rights. Voting rights may be exercised by nominating one proxy who is also a shareholder to attend the General Meeting of Shareholders. However, in this case the nominated proxy must submit written proof of his/her right of proxy. If voting rights are exercised both through the Voting Rights Exercise Form and online, only the voting rights exercised online will be deemed valid. If voting rights are exercised online multiple times, only the voting rights exercised last will be deemed valid. The same provision applies where voting rights are exercised online multiple times through different devices such as computers, tablets and smartphones. If no indication of approval or disapproval is made in the Voting Rights Exercise Form for each proposal, it will be deemed an indication of approval for the relevant proposal. Exercising Voting Rights Online Voting rights may only be exercised online by accessing the website designated for exercising voting rights from a computer, tablet or smartphone. Please access the website designated for exercising voting rights and select “for” or “against.” Deadline for exercising voting rights online: 5:30 PM, March 26 (Thu.), 2026 Voting by scanning the QR code Voting by entering a login ID and temporary password Using the QR code shown on the bottom-right of the Voting Rights Exercise Form, it is possible to login to the website designated for exercising voting rights without entering a “login ID” or “temporary password.” Scan the QR code shown on the bottom-right of your Voting 1 Access the website designated for exercising voting rights. Website: https://evote.tr.mufg.jp/ Rights Exercise Form. 2 Enter the “login ID” and “temporary password” shown on the bottom-right of your Voting Rights Exercise Form, and select “Login.” Enter the “login ID” and “temporary password” Select “Login” It may not be possible to login using the QR code on some smartphone models. “QR code” is a registered trademark of DENSO WAVE INCORPORATED. An example of the screen shown when accessing the website on a computer. Follow the instructions on the screen to enter “for” or “against” for each proposal. Inquiries related to using the website designated for exercising voting rights Please direct inquiries regarding the use of the website for exercising voting rights online to: Mitsubishi UFJ Trust and Banking Corporation Stock Transfer Agency Department 0120-173-027 (toll-free call, reception hours: 9:00 AM - 9:00 PM) Shareholders who exercise their voting rights online in advance of the meeting will have the chance to win an electronic gift (worth the equivalent of 500 yen), regardless of whether they vote “for” or “against” each proposal, with 500 winners to be selected by lottery. See here for details ⇒ https://youtu.be/UUeO-dBG2cw (Securities code: 4324) March 9, 2026 (Measures for electronic provision commenced on February 27, 2026) To Our Shareholders 1-8-1, Higashi-shimbashi, Minato-ku, Tokyo Dentsu Group Inc. Hiroshi Igarashi, Director, Representative Executive Officer, President & Global CEO Notice of Convocation of the 177th Ordinary General Meeting of Shareholders We would like to express our sincere gratitude for your continued support. You are cordially invited to attend the 177th Ordinary General Meeting of Shareholders. The meeting will be held as follows. We have taken measures for the electronic provision of information for this meeting. Matters to be provided electronically have been posted on the Company’s Internet website under “Notice of Convocation of the 177th Ordinary General Meeting of Shareholders.” The Company’s website: https://www.group.dentsu.com/en/ir/stockandratings/shareholdersmeeting.html In addition to the above Company’s website, the items are also posted on the Internet website shown below. The website of the Tokyo Stock Exchange: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show * The items can be downloaded from the above URL by following the steps below. (1) Enter "Dentsu Group" to the field of “Issue Name (company name)” or “4324” to the field of “Code” and click “Search,” (2) Click “Basic Information,” (3) Select the “Documents for public inspection/PR information” tab, and (4) Click “Click here for access” button in the “Notice of General Shareholders Meeting/ Information Materials for a General Shareholders Meeting” column. Notice ―――――――――――――――――――――――――――――――――――――――――— Shareholders who have not requested delivery of a paper copy will receive only this Notice of Convocation of the Meeting, the Reference Material for the General Meeting of Shareholders, and the Voting Rights Exercise Form. Please refer to either of the above websites for all other matters to be provided electronically. The paper copy of the notice of convocation sent to shareholders who requested it excludes the following items, which form part of the matters to be provided electronically, in accordance with laws, regulations, and Article 19, Paragraph 2 of the Company’s Articles of Incorporation. Please refer to either of the above websites for these items. Business Report: Shares and Subscription Rights to Shares (All) Items Related to the Company Executives Situation of Important Concurrent Posts Items Related to Outside Directors Items Related to the Accounting Auditor (All) Company System and Policy (All) Consolidated Financial Statements Financial Statements Audit Report The business report, consolidated financial statements, and financial statements, including the items shown above, were audited by the Audit Committee and the Accounting Auditor during the preparation of their respective audit reports. If there are any corrections to the matters to be provided electronically, they will be promptly posted on each website above. Date and Time 1. 10:00 AM, March 27 (Fri.), 2026 *Doors are scheduled to open at 9:00 AM. Place 2. 8-21-1, Ginza, Chuo-ku, Tokyo Sumitomo Realty & Development Shiodome Hamarikyu Building, Belle Salle Shiodome 3. Agenda of the Meeting Matters to be Reported Business report for the 177th business term (January 1, 2025 to December 31, 2025), consolidated financial statements, and audit reports on consolidated financial statements by the Accounting Auditor and Audit Committee Report on financial statements for the 177th business term (January 1, 2025 to December 31, 2025) Proposals to be Resolved Proposal No. 1 Partial Amendments to the Articles of Incorporation Proposal No. 2 Appointment of 11 Directors If you are attending the meeting, please bring the paper copy of the Notice of Convocation that has been provided to shareholders with you and submit the enclosed voting form to the receptionist at the meeting venue. We suggest that you arrive early as it is expected to be crowded right before the start of the meeting. We have not prepared gifts for shareholders who attend the meeting. We appreciate your understanding. Request procedures for delivery of a paper copy of the convocation notice Shareholders who have not made a request for delivery of a paper copy of the convocation notice for this Ordinary General Meeting of Shareholders* and need to receive such document should apply for a request for delivery of paper copy through a website for delivery request by entering your login ID and password below. * The contents will be only in Japanese and the same as the documents sent to shareholders who have made a request for delivery of paper copy. Website for delivery request of a paper copy of the convocation notice: https://d.srdb.jp/4324/2512/ Period for acceptance of requests: From 12:00 AM on Monday, March 9, 2026 (JST) until 11:59 PM on Friday, March 20, 2026 (JST) Request Procedure: Please access the website above, and log in by entering your login ID and password* * Login ID: The shareholder number stated on your Voting Rights Exercise Form Password: The postal code (without hyphen) stated on your Voting Rights Exercise Form * Please enter the postal code for your registered address as of the end of December 2024. After logging in, please enter the address which you would like the paper copy sent, and your name, and email address, and click the Confirm button. You will receive a confirmation email to the email address entered to confirm the information registered in step (ii) above, then please click the verification URL when you receive it. * Since the registration procedure will not be completed unless you click the verification on URL sent to your email address, please make sure to check your email. * Please start again from step (i) if you find any errors in the information entered. The estimated delivery date will be shown on the request completed page, and you will receive an acceptance completion email. Following this, the paper copy will be sent to the address entered. * Once you have received an acceptance completion email, you cannot login to request a paper copy again. * The confirmation email cannot be sent if you entered a wrong email address; please ensure to enter a correct email address when registering. * You might not be able to receive an email to confirm the information registered if certain emails are blocked by an anti-spam filter or the like. Please ensure that you can receive emails from the domain “@srdb.jp”. * None of the information you provided will be used for any purpose other than this procedure. If you have not made a request for delivery of a paper copy and need a paper copy from the next general meeting of shareholders onward, please submit “Request for Delivery of Paper Copy” prescribed by the securities company or the stock transfer agency by the Record Date. Reference Material for the General Meeting of Shareholders Proposals and Reference Material Proposal No. 1 Partial Amendments to the Articles of Incorporation Reason for the proposal Dentsu (hereinafter in this proposal No.1, the Company and its group companies are collectively referred to as “Dentsu”) is guided by its purpose — “an invitation to the never before. —Through connecting diverse talents within and beyond our organization, we exist to create new solutions and new beginnings for the sustainable development of our clients and society.” Dentsu provides comprehensive solutions across approximately 120 countries worldwide, encompassing not only Marketing domains – including advertising – but also Consulting domains to support clients’ business transformation, Technology domains to drive innovation in clients’ corporate value chains through digital transformation and system integration, and Sports & Entertainment domains. Under the “Mid-Term Management Plan 2025-2027” launched in fiscal year 2025, dentsu positions the restoring of competitiveness and profitability, primarily in its International business, as the vital management issue and seeks to continuously improve its corporate value based on a management policy that emphasizes capital efficiency. Dentsu is currently promoting “rebuilding the business foundation” and “reevaluating underperforming businesses” with the aim of restoring profitability and conducting internal investments to restore competitiveness. For fiscal year 2025, while the organic growth rate, a key performance indicator, was slightly higher than our expectations and the operating margin slightly exceeded its forecast, many financial metrics, including the equity ratio, were impacted primarily due to the recognition of substantial and consecutive impairment losses, mainly in International business. In light of these circumstances, dentsu believes that the “Bond-Type Class Shares”, which enable the Company to expand its equity capital while giving consideration to capital efficiency, are a useful option as a financing method to prepare for investments for future growth, enhance capital adequacy and improve financial soundness. Main features of the Bond-Type Class Shares are as follows. The Bond-Type Class Shares will not cause any dilution of voting rights of the holders of the Company’s common shares (hereinafter the “Common Shareholders”) because the holders of the Bond-Type Class Shares do not have the rights to vote at general meetings of shareholders or to convert the Bond-Type Class Shares into common shares. (The Bond-Type Class Shares are not suitable for takeover protection measures and are not anticipated to be used in that manner.) As “non-participating” class shares, no dividend is paid beyond the preferred dividend to be determined at the time of issuance, and only Common Shareholders have the right to participate in dividends other than such preferred dividend. In addition, because the cost of equity is equivalent to the annual dividend rate to be determined at the time of issuance, the cost of equity in approximately five years from the issuance is expected to be lower than that of common shares. (*1) Although our shareholders’ equity will increase, the impact on the key financial indicators such as ROE for the common shares will be limited. (*2) There is no change to the number of shares authorized to be issued (the total number of common shares and Bond-Type Class Shares authorized to be issued). *1 On the assumption that the Company issues Bond-Type Class Shares with a fixed annual dividend rate of 5% or less, as stated in the shelf registration statement filed on February 13, 2026. *2 Assuming that the relevant amounts of the Bond-Type Class Shares (i.e., the paid-in amount and preferred dividends) are deducted from the net assets and net income when calculating ROE and EPS for common shares. In order to enable the issuance of the Bond-Type Class Shares, this proposal requests an approval of the amendment to the Articles of Incorporation to add some provisions regarding such shares (hereinafter the “Amendment to Articles of Incorporation”). We propose to have the authorized share capital through Series 6 regarding the Bond-Type Class Shares so as to realize flexible issuance in the event of any necessity for an increase in equity capital. Please note that while we submitted the shelf registration statement regarding the Series 1 Bond-Type Class Shares on February 13, 2026, we have not yet decided to issue Bond-Type Class Shares at this time. If the Amendment to the Articles of Incorporation is approved, we will consider the optimal timing and amount for issuance considering the market conditions, based on our business and financial strategies, and such timing and amount will be determined by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors (hereinafter the “Issuance Resolution, etc.”). The specific issuance and terms of the Series 2 Bond-Type Class Shares and any subsequent series will also be determined based on comprehensive consideration of future capital needs and market trends and other factors, but, in accordance with the Articles of Incorporation, they would be issued within the range of up to 20 million shares as with the Series 1 Bond-Type Class Shares and are expected to have no voting rights and not convertible into common shares, and therefore they will cause no dilution of voting rights of Common Shareholders. The Amendment to the Articles of Incorporation pertaining to this proposal shall take effect upon the conclusion of this Ordinary General Meeting of Shareholders. Details of Amendments Details of the amendments are as follows: (Amended parts are underlined .) Current Articles of Incorporation Proposed Amendments ARTICLE 1 to ARTICLE 5 (Omitted) ARTICLE 1 to ARTICLE 5 (Unchanged) (TOTAL NUMBER OF SHARES AUTHORIZED TO BE ISSUED BY THE COMPANY) ARTICLE 6: The total number of shares authorized to be issued by the Company shall be one-point-one billion (1,100,000,000) shares. (TOTAL NUMBER OF SHARES AUTHORIZED TO BE ISSUED BY THE COMPANY) ARTICLE 6: The total number of shares authorized to be issued by the Company shall be one-point-one billion (1,100,000,000) shares and each class share shall be as follows: Common Shares: one-point-one billion (1,100,000,000) shares Series 1 Bond-Type Class Shares: twenty million (20,000,000) shares Series 2 Bond-Type Class Shares: twenty million (20,000,000) shares Series 3 Bond-Type Class Shares: twenty million (20,000,000) shares Series 4 Bond-Type Class Shares: twenty million (20,000,000) shares Series 5 Bond-Type Class Shares: twenty million (20,000,000) shares Series 6 Bond-Type Class Shares: twenty million (20,000,000) shares Article 7 (Omitted) Article 7 (Unchanged) (ABSENCE OF SELLER PUT OPTIONS WHEN THE COMPANY ACQUIRES THE BOND-TYPE CLASS SHARES) ARTICLE 7-2: If the Company decides to acquire all or part of the Bond-Type Class Shares (Series 1 Bond-Type Class Shares through Series 6 Bond-Type Class Shares (each of the Bond-Type Class Shares, “ Shares of Each Series of Bond-Type Class” hereinafter)) held by a specific holder of the Bond-Type Class Shares (hereinafter, the “Bond- Type Class Shareholder”) under an agreement with such Bond-Type Class Shareholder pursuant to a resolution of the General Meeting of Shareholders, and further decides to notify such Bond-Type Class Shareholder of matters prescribed in any item of Article 157, Paragraph 1 of the Companies Act, the provisions of Article 160, Paragraphs 2 and 3 of the Companies Act shall not apply. (NUMBER OF SHARES CONSTITUTING ONE UNIT OF SHARES) ARTICLE 8: The number of shares of the Company constituting one (1) unit shall be 100 shares. (NUMBER OF SHARES CONSTITUTING ONE UNIT OF SHARES) ARTICLE 8: The number of shares constituting one (1) unit for shares of each of the Common Shares and Bond-Type Class Shares of the Company shall be 100 shares. Article 9 to Article 13 (Omitted) Article 9 to Article 13 (Unchanged) CHAPTER 2-2 BOND-TYPE CLASS SHARES (PREFERRED DIVIDEND TO BOND-TYPE CLASS SHARES) ARTICLE 13-2: When the Company makes a dividend of surplus with the thirty-first (31st) day of December as the record date pursuant to Article 43, Paragraph 1, the Company shall pay a dividend in cash in the following amount per Share of Each Series of Bond-Type Class (hereinafter, the “Preferred Dividend to Bond-Type Class Shares”) to the Bond-Type Class Shareholders or registered pledgees of Bond-Type Class Shares (collectively with Bond-Type Class Shareholders, “Bond-Type Class Shareholders, etc.”) registered in the closing Shareholder Registry as of the record date of that dividend, in preference to the holders of Common Shares (hereinafter, the “Common Shareholders”) and registered pledgees of Common Shares (collectively with Common Shareholders, “ Common Shareholders, etc.”); provided, however, that if Interim Preferred Dividends to Bond-Type Class Shares provided for in the following article have been paid during the fiscal year in which the record date of that dividend falls, the total amount of those Interim Preferred Dividends to Bond-Type Class Shares shall be deducted from the Preferred Dividend to Bond-Type Class Shares: The product of the equivalent of the Issue Price (defined below) per Bond-Type Class Share multiplied by the annual dividend rate determined by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors before the issuance of those Bond-Type Class Shares (not exceeding 10 percent; hereinafter, the “Annual Dividend Rate”) (if any fractional remainder arises, the treatment of such fractional remainder shall be as determined by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors before the issuance of those Bond-Type Class Shares) “Issue Price” means the amount per share to be paid to the Company in connection with the offering of those Bond-Type Class Shares (or, if those Bond-Type Class Shares are offered through purchase and sale by underwriters, the amount per share to be paid by the investors as consideration for those Bond-Type Class Shares), as determined prior to the issuance of those Bond-Type Class Shares. If the amount of dividend of surplus (excluding payments of the Accumulated Dividends Payable to Bond-Type Class Shares (defined below), which have been accumulated pursuant to this paragraph with respect to Preferred Dividend to Bond-Type Class Shares for each fiscal year prior to the relevant fiscal year) paid in cash to each Bond-Type Class Shareholder, etc. per Share of Each Series of Bond-Type Class in a given fiscal year in which the record date falls is less than the amount of the Preferred Dividend to Bond-Type Class Shares payable to those Bond-Type Class Shares for that fiscal year, that shortfall amount shall be accumulated in subsequent fiscal years by a simple interest calculation calculated by the method determined before the issuance of those Bond-Type Class Shares by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors based on the Annual Dividend Rate (such accumulated shortfall shall be hereinafter referred to as “Accumulated Dividends Payable to Bond-Type Class Shares”). The Company shall pay dividend of surplus in cash to the Bond-Type Class Shareholders, etc. until such payment reaches the amount of Accumulated Dividends Payable to Bond-Type Class Shares per share of the Bond-Type Class Shares, in preference to any dividend of surplus provided for in the preceding paragraph or the following article. 3. No dividend of surplus shall be paid to Bond- Type Class Shareholders, etc. in excess of the total of the Preferred Dividend to Bond-Type Class Shares and the Accumulated Dividends Payable to Bond-Type Class Shares. (INTERIM PREFERRED DIVIDEND TO BOND-TYPE CLASS SHARES) ARTICLE 13-3: When the Company makes a dividend of surplus with a date other than the thirty-first (31st) day of December as the record date (hereinafter, the “Interim Dividend Record Date”) pursuant to Article 43, Paragraph 2 or 3, the Company shall pay a dividend in cash in the amount per Share of Each Series of Bond-Type Class determined by the calculation method determined by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors before the issuance of those Bond-Type Class Shares (hereinafter, the “Interim Preferred Dividend to Bond-Type Class Shares”) to the Bond-Type Class Shareholders, etc. registered in the closing Shareholder Registry as of the Interim Dividend Record Date of that dividend, in preference to the Common Shareholders, etc.; provided, however, that the total amount of Interim Preferred Dividends to Bond-Type Class Shares for which the Interim Dividend Record Date falls in a given fiscal year shall not exceed the amount of the Preferred Dividend to Bond-Type Class Shares for which the record date falls in the same fiscal year. (DISTRIBUTION OF RESIDUAL ASSETS) ARTICLE 13-4: 1. When the Company makes a distribution of residual assets, the Company shall pay cash in the amount set forth below per Share of Each Series of Bond-Type Class to the Bond-Type Class Shareholders, etc., in preference to the Common Shareholders, etc. The amount calculated by the method determined before the issuance of those Bond-Type Class Shares by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors as the sum of the equivalent of the Issue Price per share of those Bond-Type Class Shares plus the amount of the Accumulated Dividends Payable to Bond-Type Class Shares pertaining to those Bond-Type Class Shares and the equivalent of the Preferred Dividend to Bond-Type Class Shares pertaining to the period from the first day of the fiscal year in which the date of the distribution of residual assets falls to the date of the distribution of residual assets. 2. No distribution of residual assets shall be made to Bond-Type Class Shareholders, etc. other than the distribution provided for in the preceding paragraph. (VOTING RIGHTS) ARTICLE 13-5: The Bond-Type Class Shareholders shall have no voting rights at the General Meeting of Shareholders with respect to any matter. (ACQUISITION BY THE COMPANY IN EXCHANGE FOR CASH) ARTICLE 13-6: If an event provided for by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors before the issuance of Shares of Each Series of Bond-Type Class arises with respect to the Bond-Type Class Shares, the Company may acquire all or part of those Bond-Type Class Shares upon the arrival of a date separately determined by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors. In such case, the Company shall deliver to the Bond-Type Class Shareholders cash in the amount per share of those Bond-Type Class Shares calculated by the method determined before the issuance of the Shares of Each Series of Bond-Type Class by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors as the sum of the equivalent of the Issue Price per share of those Bond-Type Class Shares plus the amount of the Accumulated Dividends Payable to Bond-Type Class Shares pertaining to those Bond-Type Class Shares and the equivalent of the Preferred Dividend to Bond-Type Class Shares pertaining to the period from the first day of the fiscal year in which the date of the acquisition falls to the date of the acquisition, in exchange for the acquisition of those Bond-Type Class Shares. If the Company acquires part of the Bond-Type Class Shares, the Company shall determine the scope of Bond-Type Class Shares to be acquired from Bond-Type Class Shareholders by a reasonable method determined by the Board of Directors or an Executive Officer delegated to make such determination by a resolution of the Board of Directors. (SHARE CONSOLIDATION AND SHARE SPLIT, ETC.) ARTICLE 13-7: The Company shall not conduct any share consolidation or share split with respect to the Bond-Type Class Shares, unless otherwise provided by applicable laws or regulations. The Company shall not make any gratis allotment of shares or stock acquisition rights to the Bond-Type Class Shareholders. The Company shall not grant to Bond-Type Class Shareholders any right to receive an allotment of shares for subscription or stock acquisition rights for subscription. If the Company conducts a share transfer (limited to a sole-share transfer conducted by the Company), the Company shall deliver to Common Shareholders, etc. shares issued by the wholly owning parent company incorporated in the share transfer that are of the same class as the Common Shares of the Company in exchange for the Common Shares, and deliver to Bond-Type Class Shareholders, etc. shares issued by the wholly owning parent company incorporated in the share transfer that are of the same class as the Bond-Type Class Shares in exchange for the Bond-Type Class Shares, in the same ownership ratio, respectively. The adjustment of the Preferred Dividend to Bond-Type Class Shares and Accumulated Dividends Payable to Bond-Type Class Shares in the case provided for in the preceding paragraph shall be conducted by the method determined before the issuance of the Shares of Each Series of Bond-Type Class by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors. (ORDER OF PRIORITY) ARTICLE 13-8: Payments of Preferred Dividends to Bond-Type Class Shares and Interim Preferred Dividends to Bond-Type Class Shares, and distribution of residual assets to Shares of Each Series of Bond-Type Class are ranked pari passu . Article 14 to Article 19 (Omitted) Article 14 to Article 19 (Unchanged) (GENERAL MEETINGS OF CLASS SHAREHOLDERS) ARTICLE 19-2: Unless otherwise provided by applicable laws or regulations or these Articles of Incorporation, resolutions of a General Meeting of Class Shareholders shall be adopted by a majority of votes of the shareholders entitled to exercise their votes and present at the meeting. The special resolution of a General Meeting of Class Shareholders set forth in Article 324, Paragraph 2 of the Companies Act shall be made by a majority of no less than two-thirds of the votes of the shareholders present at the meeting where shareholders holding no less than one-third of the votes of all shareholders entitled to exercise their votes are present. The provisions of Article 15 and Article 17 through Article 19 apply mutatis mutandis to General Meetings of Class Shareholders. The provisions of Article 13 apply mutatis mutandis with respect to any General Meeting of Class Shareholders held within three (3) months after the thirty-first (31st) day of December each year. No resolution of a General Meeting of Class Shareholders composed of Bond-Type Class Shareholders is required for the Company to conduct any of the acts provided for in the items of Article 322, Paragraph 1 of the Companies Act, unless otherwise provided by applicable laws or regulations. If the Company performs any of the following acts and it is likely to cause detriment to the Bond- Type Class Shareholders of a certain class of Bond-Type Class Shares, that act shall not take effect without a resolution of the General Meeting of Class Shareholders composed of Bond-Type Class Shareholders of that class of Bond-Type Class Shares, in addition to a resolution of the General Meeting of Shareholders or the Board of Directors, unless there are no Bond-Type Class Shareholders who are entitled to vote at that General Meeting of Class Shareholders: a merger in which the Company will be the absorbed company or a share exchange or share transfer in which the Company will be the wholly owned subsidiary company (excluding a sole-share transfer conducted by the Company); or an approval by the Board of Directors of a demand for a cash-out by a Special Controlling Shareholder against the other shareholders of the Company. Article 20 to Article 43 (Omitted) Article 20 to Article 43 (Unchanged) (TERMINATION OF OBLIGATION) ARTICLE 44: (Omitted) T he cash described in the preceding paragraph shall bear no interest. (TERMINATION OF OBLIGATION) ARTICLE 44: (Unchanged) Unless otherwise provided by these Articles of Incorporation, t he cash described in the preceding paragraph shall bear no interest. (Reference Information) If this proposal is approved at this Ordinary General Meeting of Shareholders, provisions concerning the Bond-Type Class Shares will be newly established in the Articles of Incorporation at the time of the closing of this Ordinary General Meeting of Shareholders. The issuance of the Bond-Type Class Shares under the amended Articles of Incorporation will be decided by the Issuance Resolution, etc. after this Ordinary General Meeting of Shareholders in light of our capital policy, taking into account the market environment and other factors. Regarding the issuance of the Series 1 Bond-Type Class Shares, a shelf registration statement was submitted on February 13, 2026. Details of the Series 1 Bond-Type Class Shares are as described below. The planned amount of issuance of the Series 1 Bond-Type Class Shares in the shelf registration statement is up to 200.0 billion yen. If the Company decides to issue the Series 1 Bond-Type Class Shares, the contents of the Series 1 Bond-Type Class Shares other than the annual dividend rate and the details of the offering, including the number of shares to be issued, the Issue Price and the subscription price will be determined by the Issuance Resolution, etc., and the annual dividend rate will be determined after the Issuance Resolution, etc. by indicating tentative terms and conditions for the annual dividend rate in a manner similar to the book building method set forth in Article 25 of the Rules Concerning Underwriting, Etc. of Securities established by the Japan Securities Dealers Association, and taking into account demand under such tentative terms and conditions (the date on which such annual dividend rate is determined shall be hereinafter referred to as the “Determination Date”). Such tentative terms and conditions will be determined comprehensively based on an evaluation report regarding the fair value of the Series 1 Bond-Type Class Shares, which will be received by the Company, the market price and other conditions of Bond-Type Class Shares issued by other companies and the market price and other conditions of subordinated bonds, etc. which are issued by operating companies that have obtained credit ratings equivalent to the Company. Outline (Details of the Series 1 Bond-Type Class Shares) The details of the Series 1 Bond-Type Class Shares are as follows. Preferred Dividends (1) When the Company makes a dividend of surplus with December 31 as the record date, the Company shall pay in cash to holders of the Series 1 Bond-Type Class Shares (hereinafter the “Series 1 Bond-Type Class Shareholders”) or pledgees of Series 1 Bond-Type Class Shares (collectively with the Series 1 Bond-Type Class Shareholders, the “Series 1 Bond-Type Class Shareholders, etc.”) recorded in the closing shareholder registry as of the record date of that dividend, before paying dividends to the holders of the Company’s common shares (hereinafter the “Common Shares”; the holders thereof, the “Common Shareholders”) and pledgees of Common Shares (collectively with Common Shareholders, the “Common Shareholders, etc.”), in the following amount (provided that, if the dividend of surplus with December 31 as the record date is made in the fiscal year in which the issuance date of the Series 1 Bond-Type Class Shares falls, in the amount reasonably adjusted in accordance with the number of days in the period from and including the payment date to and including December 31) (hereinafter the “Preferred Dividend to Series 1 Bond-Type Class Shares”); provided that if Interim Preferred Dividend to Series 1 Bond-Type Class Shares (as defined in B below) has been paid during the fiscal year in which the record date for such dividend falls, the total amount of the Interim Preferred Dividend to Series 1 Bond-Type Class Shares so paid shall be deducted from such Preferred Dividend to Series 1 Bond-Type Class Shares. With respect to one share, the product of the equivalent of the amount to be determined as the issue price per Series 1 Bond-Type Class Share (hereinafter the “Issue Price”) multiplied by the annual dividend rate to be determined on the Determination Date by the similar method to the book building method as described above. The annual dividend rate for the period from the fiscal year in which the issuance date of the Series 1 Bond-Type Class Shares falls until the fiscal year in which the date five years after that issuance date falls shall be the fixed dividend rate determined by the Issuance Resolution, etc. plus the initial spread to be determined by the similar method to the book building method stated above (hereinafter the “Initial Spread”) (*), and those for subsequent periods shall be the floating dividend rate determined by the Issuance Resolution, etc. plus the Initial Spread and 1%; provided that any dividend rate shall be within the limit of 10%, in accordance with the provision of the Articles of Incorporation. * The annual dividend rate is expected to be 5% or less for the period from the fiscal year in which the issuance date of the Series 1 Bond-Type Class Shares falls until the fiscal year in which the date five years after that issuance date falls. This expected rate is based on the market Interim Preferred Dividend conditions as of February 13, 2026 and other factors, and is subject to change as a result of any future developments in the market conditions and other factors. If the amount of dividends of surplus actually paid to the Series 1 Bond-Type Class Shareholders, etc. per Series 1 Bond-Type Class Share in a given fiscal year in which the record date falls (excluding payments of the Accumulated Dividends Payable to Series 1 Bond-Type Class Shares (as defined below), which have been accumulated pursuant to this (2) with respect to the Preferred Dividend to Series 1 Bond-Type Class Shares for each fiscal year prior to the relevant fiscal year) is less than the amount of the Preferred Dividend to Series 1 Bond-Type Class Shares for that fiscal year, that shortfall amount shall accumulate in subsequent fiscal years by a simple interest calculation calculated by the method determined by the Issuance Resolution, etc. based on the annual dividend rate to be determined by the similar method to the book building method stated above (the accumulated shortfall, hereinafter the “Accumulated Dividends Payable to Series 1 Bond-Type Class Shares”). With respect to the Accumulated Dividends Payable to Series 1 Bond-Type Class Shares, dividends of surplus shall be paid in cash to Series 1 Bond-Type Class Shareholders, etc. until such payment reaches the amount of Accumulated Dividends Payable to Series 1 Bond-Type Class Shares per Series 1 Bond-Type Class Share, before paying the Preferred Dividend to Series 1 Bond-Type Class Shares and Interim Preferred Dividend to Series 1 Bond-Type Class Shares. No dividends of surplus shall be paid to the Series 1 Bond-Type Class Shareholders, etc. in excess of the total of the Preferred Dividend to the Series 1 Bond-Type Class Shares and the Accumulated Dividends Payable to Series 1 Bond-Type Class Shares. When the Company makes a dividend of surplus with a date other than December 31 as the record date (hereinafter the “Interim Dividend Record Date”), the Company shall pay in cash to the Series 1 Bond-Type Class Shareholders, etc. recorded in the closing shareholder registry as of the Interim Dividend Record Date, before paying dividends to the Common Shareholders, etc., in the amount per Series 1 Bond-Type Class Share equal to one half of the Preferred Dividend to the Series 1 Bond-Type Class Shares (provided that, if the dividend of surplus with the Interim Dividend Record Date as the record date is made in the fiscal year in which the issuance date of the Series 1 Bond-Type Class Shares falls, in the amount reasonably adjusted in accordance with the number of days in the period from and including the payment date to and including the Interim Dividend Record Date) (hereinafter the “Interim Preferred Dividend to Series 1 Bond-Type Class Shares”); provided, however that the total amount of the Interim Preferred Dividend to Series 1 Bond-Type Class Shares in a given fiscal year in which the Interim Dividend Record Date falls shall not exceed the amount Distribution of Residual Assets of the Preferred Dividend to Series 1 Bond-Type Class Shares for the fiscal year in which such record date falls. When the Company makes a distribution of residual assets, the Company shall pay in cash to the Series 1 Bond-Type Class Shareholders, etc. before making payments to the Common Shareholders, etc., in the following amount: With respect to one share, the amount calculated by the method determined by the Issuance Resolution, etc. as the sum of the equivalent of the Issue Price plus the total of the Accumulated Dividends Payable to Series 1 Bond-Type Class Shares and the equivalent of the Preferred Dividend to Series 1 Bond-Type Class Shares pertaining to the period from and including the first day of the fiscal year in which the date of the distribution of residual assets falls to and including the date of the distribution of residual assets. No distribution of residual assets shall be made to the Series 1 Bond-Type Class Shareholders, etc. other than the distribution provided for in (1) above. Order of Priority Payments of Preferred Dividends to Series 1 Bond-Type Class Shares through Series 6 Bond-Type Class Shares and Interim Preferred Dividends to Bond-Type Class Shares, and distribution of residual assets to shares of each series of Bond-Type Class are ranked pari passu . Voting Rights The Series 1 Bond-Type Class Shareholders shall not be entitled to exercise voting rights at the General Meeting of Shareholders with respect to any matter. Resolutions of General Meetings of Class Shareholders Unless otherwise provided by applicable laws or regulations or the Articles of Incorporation, resolutions of a General Meeting of Class Shareholders shall be adopted by a majority of votes of the shareholders entitled to exercise their votes and present at the meeting. The special resolution of a General Meeting of Shareholders set forth in Article 324, Paragraph 2 of the Companies Act shall be made by a majority of no less than two-thirds of the votes of the shareholders present at the meeting where shareholders holding no less than one-third of the votes of all shareholders entitled to exercise their votes are present. No resolution of a General Meeting of Class Shareholders composed of Bond-Type Class Shareholders is required for the Company to conduct any of the acts provided for in the items of Article 322, Paragraph 1 of the Companies Act, unless otherwise provided by applicable laws or regulations. If the Company performs any of the following acts and it is likely to cause detriment to the Series 1 Bond-Type Class Shareholders, that act shall not take effect without a resolution of the General Meeting of Class Shareholders composed of Series 1 Bond-Type Class Shareholders, in addition to a resolution of the General Meeting of Shareholders or the Board of Directors, unless there are no Series 1 Bond-Type Class Shareholders who are entitled to vote at that General Meeting of Class Shareholders: a merger in which the Company will be the absorbed company or a share Acquisition (Acquisition by the Company in Exchange for Cash) exchange or share transfer in which the Company will be the wholly owned subsidiary company (except for a sole-share transfer conducted by the Company); or an approval by the Board of Directors of a demand for a cash-out by a Special Controlling Shareholder against the other shareholders of the Company. If an event provided for by the Issuance Resolution, etc. arises with respect to the Series 1 Bond-Type Class Shares, such as when five years have elapsed from and including the payment date (issuance date), the Company may acquire all or part of the Series 1 Bond-Type Class Shares as of the acquisition date separately determined by a resolution of the Board of Directors or a decision of an Executive Officer delegated to make such determination by a resolution of the Board of Directors. In such case, the Company shall, in exchange for its acquisition of the Series 1 Bond-Type Class Shares, deliver to the Series 1 Bond-Type Class Shareholders the amount of money determined by the Issuance Resolution, etc. based on the Issue Price per Series 1 Bond-Type Class Share; provided that the Company (i) cannot make an acquisition of Series 1 Bond-Type Class Shares where either the acquisition date or the Book-Entry Acquisition Date (as defined below) falls in a calendar year different from that of the Settlement Date (as defined below), and (ii) an acquisition with an acquisition date or Book-Entry Acquisition Date falling on any day from January 1 to March 31 may only be made after the date of the resolution of the Board of Directors regarding the dividend distribution based on the record date being the last day of the fiscal year immediately preceding the fiscal year in which the relevant Book-Entry Acquisition Date falls. “Book-Entry Acquisition Date” means the date on which the increase in the number of Series 1 Bond-Type Class Shares are entered or recorded in the holdings column of the Company’s transfer account in accordance with the application for transfer based on the acquisition in exchange for cash pursuant to this G, or the entry or record of Series 1 Bond-Type Class Shares is deleted in accordance with a notice of entire deletion based on such acquisition. “Settlement Date” means the date (limited to business days) on which the payment is delivered in exchange for the acquisition in exchange for cash pursuant to this G. The Company shall not acquire the Series 1 Bond-Type Class Shares in exchange for cash pursuant to this G or repurchase the Series 1 Bond-Type Class Shares pursuant to agreements with specific holders of the Series 1 Bond-Type Class Shares or through market trade, etc. pursuant to Article 165, paragraph 1 of the Companies Act (together with the acquisition in exchange for cash pursuant to this G , the “Cash Acquisition”) if it has not Share Consolidation or Share Split, etc. procured any funds for the Required Amount of Refinancing (as defined below) through the issuance, disposal or borrowing (hereinafter “Issuing, etc.”) of the Refinancing Securities (as defined below) within 12 months prior to the date of the Cash Acquisition, except in such case as determined by the Issuance Resolution, etc. The “Required Amount of Refinancing” means, if the Refinancing Securities are the Common Shares, the Equity Equivalent Value (as defined below) of the Series 1 Bond-Type Class Shares subject to the Cash Acquisition, and if the Refinancing Securities are securities other than the Common Shares, the amount calculated by dividing the Equity Equivalent Value of the Series 1 Bond-Type Class Shares subject to the Cash Acquisition by the equity credit (expressed as a percentage) given by the Credit Rating Agency for such Refinancing Securities. In the case of Issuing, etc. of both the Common Shares and the Refinancing Securities other than the Common Shares, the respective formulas shall be applied mutatis mutandis. The “Refinancing Securities” means the following securities or borrowings; provided, however, that (i) in any of the cases (a) through (c) below, only if the Company announces that those are the Refinancing Securities, (ii) in the cases (a) or (b) below, only if Issuing, etc., to persons other than the Subsidiaries or the Affiliates (as defined in Article 2, Item 3 or Item 7, respectively, of the Regulation on Terminology, Forms and Preparation Methods of Consolidated Financial Statements), and (iii) in case of (b) or (c) below, only those approved by the Credit Rating Agency as having the equity credits equivalent to or greater than those of the Series 1 Bond-Type Class Shares as of the Payment Date of the Series 1 Bond-Type Class Shares: The Common Shares; Class shares other than (a) above; and All other securities and obligations of the Company other than (a) or (b) above. The “Equity Equivalent Value” is the equivalent of the aggregate amount of the Issue Price of the Series 1 Bond-Type Class Shares multiplied by the equity credit (expressed as a percentage) given by the Credit Rating Agency. When acquiring a part of the Series 1 Bond-Type Class Shares pursuant to (1) above, the Company shall determine the Series 1 Bond-Type Class Shares to be acquired from the Series 1 Bond-Type Class Shareholders in accordance with a reasonable method as determined by the Board of Directors or an Executive Officer delegated to make such determination by a resolution of the Board of Directors. The Company shall not conduct any share consolidation or share split with respect to the Series 1 Bond-Type Class Shares, unless otherwise provided by law. The Company shall not make any gratis allotment of shares or stock Absence of Seller Put Options When the Company Acquires Series 1 Bond-Type Class Shares acquisition rights to the Series 1 Bond-Type Class Shareholders. The Company shall not grant to Series 1 Bond-Type Class Shareholders any right to receive an allotment of shares offered for subscription or stock acquisition rights offered for subscription. If the Company conducts a share transfer (limited to a sole-share transfer conducted by the Company), the Company shall deliver to Common Shareholders, etc. shares issued by the wholly owning parent company incorporated in the share transfer that are of the same class as the Common Shares of the Company in exchange for the Common Shares, and deliver to Series 1 Bond-Type Class Shareholders, etc. shares issued by the wholly owning parent company incorporated in the share transfer that are of the same class as the Series 1 Bond-Type Class Shares in exchange for the Series 1 Bond-Type Class Shares, in the same ownership ratio, respectively. In such a case, the adjustment of the Preferred Dividend to Series 1 Bond-Type Class Shares and Accumulated Dividends Payable to Series 1 Bond-Type Class Shares shall be conducted by the method determined by the Issuance Resolution, etc. If the Company decides to acquire all or part of the Series 1 Bond-Type Class Shares held by a specific Series 1 Bond-Type Class Shareholder under an agreement with such Series 1 Bond-Type Class Shareholder pursuant to a resolution of the General Meeting of Shareholders, and further decides to notify such Series 1 Bond-Type Class Shareholder of matters prescribed in any item of Article 157, paragraph 1 of the Companies Act, the provisions of Article 160, paragraphs 2 and 3 of the Companies Act shall not apply. J. Listing A listing application in respect of the Series 1 Bond-Type Class Shares for the Prime Market of the Tokyo Stock Exchange, Inc. is planned to be made. Q&A for Shareholders regarding Bond-Type Class Shares Please refer to this Q&A as a reference material for the Company’s shareholders. Question Answer 1. What is the purpose of Amendment to the Articles of Incorporation relating to Bond-Type Class Shares? ・Under the “Mid-Term Management Plan 2025-2027”, dentsu positions the restoring of competitiveness and profitability, primarily in its International business, as the vital management issue and seeks to continuously improve its corporate value based on a management policy that emphasizes capital efficiency. Dentsu is currently promoting “rebuilding the business foundation” and “reevaluating underperforming businesses” with the aim of restoring profitability and conducting internal investments to restore competitiveness. For fiscal year 2025, while the organic growth rate, a key performance indicator, was slightly higher than our expectations and the operating margin slightly exceeded its forecast, many financial metrics, including the equity ratio, were impacted primarily due to the recognition of substantial and consecutive impairment losses, mainly in International business. ・We intend to prepare for investments for future growth and secure flexible options in advance to enhance capital adequacy and improve financial soundness through the Amendment to Articles of Incorporation. 2. What are the features of Bond-Type Class Shares? ・Bond-Type Class Shares are treated as shares under the Companies Act, and are one of the instruments for hybrid financing with an intermediate characteristic between shares and bonds, and the product nature is similar to that of hybrid bonds. ・Bond-Type Class Shares do not have voting rights and are not convertible into common shares, and we expect the product nature to be similar to corporate bonds. In addition, Bond-Type Class Shares have priority over common shares in terms of the order of distribution of dividends and residual assets, and are non-participating class shares, meaning that no dividend will be paid more than the amount of the preferred dividend to be determined at the time of issuance. ・We plan to apply for listing of the Bond-Type Class Shares (in addition to common shares) on the Prime Market of the Tokyo Stock Exchange, with the intention of providing investment opportunities to a wide range of investors, including retail investors. 3. What is the expected role of Bond-Type Class Shares in the financial strategy and its position in the capital structure? ・Bond-Type Class Shares realize an increase in equity capital, while limiting the dilution of voting rights of common shareholders and the impact on ROE and EPS for common shares as may be caused by the issuance of common shares (*). Further, the Bond-Type Class Shares may obtain equity credits by a rating agency for the part of its issuance amount. ・In addition, the Bond-Type Class Shares mainly target retail investors and contribute to the diversification of financing methods. As above, the Bond-Type Class Shares are considered to be a useful method in pursuing Question Answer the appropriate option of financing based on our business and financial strategies. 4. Will there be any disadvantages to common shareholders? ・Bond-Type Class Shares do not have voting rights and are not convertible into common shares, so there will be no dilution of voting rights of common shareholders. ・Bond-Type Class Shares are “non-participating”, meaning that no dividend is paid more than the amount of the preferred dividend to be determined at the time of issuance, and only common shareholders have the right to participate in dividends other than the preferred dividend. ・Unlike public offering of common shares, this is a financing method without dilution of voting rights and gives more consideration to the impact on ROE, EPS, etc. for common shares. (*) 5. What form of issuance is planned? ・The specific issuance has not yet been determined at this time. However, when issued, it is planned that the Bond-Type Class Shares will be offered to a wide range of investors, including retail investors, through domestic public offerings. We plan to make the Bond-Type Class Shares also available for investment by common shareholders of the Company. 6. What is the planned timing and amount of Series 1 Bond-Type Class Shares? ・Details of the issuance, including the specific timing and amount of the issuance, have not yet been determined at this time. However, if the proposal for the Amendment to Articles of Incorporation for the Bond-Type Class Shares is approved at the general meeting of shareholders, we will consider the appropriate timing and amount based on our group’s business and financial strategies, while taking account of market conditions. ・In addition, the maximum issuance amount has been set at 200 billion yen in the shelf registration statement for the Series 1 Bond-Type Class Shares filed on February 13, 2026. 7. What is the reason for expecting the fixed annual preferred dividend rate of the Series 1 Bond-Type Class Shares to be 5% or less? ・We expect the fixed annual preferred dividend rate after comprehensively taking into account the market price of similar bond-type class shares and hybrid bonds and other factors based on the product nature of its position between equity and debt. ・Please note that this expected rate is based on the market conditions as of February 13, 2026 and other factors, and is subject to change as a result of any future developments in the market conditions and other factors. 8. What is the reason for considering listing the Bond-Type Class Shares on the Prime Market of the Tokyo Stock Exchange? ・In order to make the Bond-Type Class Shares available for investment by a wide range of investors including retail investors, we believe it is important to increase recognition of the Bond-Type Class Shares and provide trading opportunities by listing them on the Prime Market of the Tokyo Stock Exchange. 9. Does the Company plan to ・We will determine whether to acquire (call) the Series 1 Bond-Type Class Question Answer acquire (call) the Series 1 Bond-Type Class Shares in exchange for cash after five years from the issuance? Shares (if and when issued) in exchange for cash five years after the date of issuance or later, taking into consideration our business and finance, market conditions and other factors at that time. ・We are well aware that, in accordance with the market practice in hybrid financing, many investors expect us to acquire (call) the shares from five years after the date of issuance and before the time when the dividend rate steps-up. 10. While multiple series of the Bond-Type Class Shares are provided under the proposed Articles of Incorporation, what are the thoughts of the Company on the specific issuances? ・The specific issuance including the timing of the issuance has not yet been determined at this time, including that of the Series 1. We propose to have the authorized share capital of up to sixth series for the flexible issuance according to the future needs for financing and capital increase and other factors. ・In addition, since capital financing of equal or greater equity credit shall be required in principle if we acquire (calls) the Series 1 Bond-Type Class Shares in exchange for cash, another series of the Bond-Type Class Shares may be issued for such replacement. 11. Is there any possibility that the Bond-Type Class Shares could be used as a takeover protection measure? ・Bond-Type Class Shares do not have voting rights and are not convertible into common shares. Accordingly, they are not suitable for takeover protection measures and we do not expect to use them as such. ・We do not expect to allot the Bond-Type Class Shares to common shareholders by gratis allotment or otherwise. * Assuming that the relevant amounts of the Bond-Type Class Shares (i.e., the paid-in amount and preferred dividends) are deducted from the net assets and net income when calculating ROE and EPS for common shares. Disclaimer This document has been prepared solely for the benefit of the holders of common shares of DENTSU GROUP INC. in evaluating the proposal of the Company for a partial amendment to the Articles of Incorporation scheduled to be submitted to the Company’s Ordinary General Meeting of Shareholders planned to be held on March 27, 2026 and not for the purpose of soliciting investment or engaging in any other similar activities in Japan or any foreign country. This document does not constitute an offer of securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration thereunder or an applicable exemption from registration requirements. In this case, no offering of securities will be made in the United States. Proposal No. 2 Appointment of 11 Directors The terms of office of all 11 Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, based on the decision of the Nominating Committee, we request the appointment of 11 Directors. If the candidates for Directors under this proposal are elected as originally proposed, the Board of Directors will consist of 11 members, including eight Outside Directors, two of whom are foreign Directors and other two are female Directors, thereby achieving a well-balanced Board of Directors in terms of the following three factors: 1. the diversity of the Board of Directors; 2. the execution of business and supervisory function; and 3. Internal Directors and Outside Directors. This will allow the Board of Directors to continue demonstrating a high level of independence and supervisory function. In addition, we propose that two Executive Officers serving as Global Chief Corporate Affairs Officer and Global Chief Financial Officer be newly appointed concurrently as Directors, which adds one more Director doubling as Executive Officer for a total of three. Bringing three Internal Directors onto the Board of Directors, we will raise the quality of discussions and decision-making of the Board of Directors and strive to enhance shareholder value sustainably. The Board of Directors is also structured appropriately to utilize the skills of each individual Director, so that there is no excess or deficit in any area. In the event that each candidate for Director is elected at this General Meeting of Shareholders as proposed, the list of their skills will be as follows. No. Name *Executive Director Position to be assumed 1 Gan Matsui Outside Director Independent Non-Executive Chairman of the Board Director 2 Takeshi Sano* Nominating Committee Representative Executive Officer, President & Global CEO, dentsu CEO, dentsu Japan Director Representative Executive Officer, Executive Vice 3 Yoshimasa Watahiki* President, Global Chief Corporate Affairs Officer, dentsu COO, dentsu Japan 4 Shigeki Endo* Director Executive Officer, Global CFO, dentsu 5 Paul Candland Outside Independent Compensation Committee (Chair) Director 6 Andrew House Outside Independent Compensation Committee Director 7 Keiichi Sagawa Outside Independent Audit Committee Director 8 Yuka Matsuda Outside Independent Audit Committee (Chair) Nominating Committee Director 9 Yoshihiko Kawamura Outside Independent Audit Committee Compensation Committee Director 10 Norimitsu Takashima Outside Independent Nominating Committee (Chair) Audit Committee Director 11 Naoko Ichikawa Outside Independent Nominating Committee Director No. Name Business Finance Legal Skills Human Resources Global Digital *Executive Director Management /Accounting Audit /Compliance /Risk Management /Labor /Personnel and Organizational Development Management Business Sustainability 1 Gan Matsui 〇 〇 〇 2 Takeshi Sano* 〇 〇 〇 〇 〇 3 Yoshimasa Watahiki* 〇 〇 〇 〇 4 Shigeki Endo* 〇 〇 〇 〇 5 Paul Candland 〇 〇 〇 〇 6 Andrew House 〇 〇 〇 7 Keiichi Sagawa 〇 〇 〇 〇 〇 〇 8 Yuka Matsuda 〇 〇 〇 9 Yoshihiko Kawamura 〇 〇 〇 〇 〇 10 Norimitsu Takashima 〇 〇 〇 11 Naoko Ichikawa 〇 〇 〇 〇 * *Our company aims to increase the ratio of female Directors to at least 30% by 2030. Business Management Directors with experience and achievements in business management are necessary to exercise appropriate “business judgment” amid dramatic changes in the Group’s environment, including the rapid advance of globalization and digitalization, and further the sustainable growth of the Group’s corporate value. Finance/Accounting Directors with strong knowledge and experience in the finance and accounting fields are necessary not only to ensure accurate financial reporting but also to build a solid financial base, and to realize capital policy to promote growth investment to sustainably enhance corporate value and achieve stronger shareholder returns. Audit Directors with strong knowledge and experience in the audit field are necessary to ensure sound and sustainable growth, and to achieve highly transparent financial reporting and establish governance systems to fulfill social trust. Legal/Compliance/Risk Management Risk management based on laws and compliance is the foundation for the Group’s continued growth. Directors with strong knowledge and experience in the legal and compliance fields are necessary to strengthen the supervisory function of the Board of Directors. Human Resources/Labor/ Personnel and Organizational Development The Group’s greatest resource is people. Directors with strong knowledge and experience in the human resources, labor and personnel development fields are necessary to enable the Group’s 68,000 employees to make maximum use of their abilities to contribute to the Company’s development. Global Management For the Group, with business operations spread over approximately 120 countries, Directors are necessary who have actual business experience overseas and abundant knowledge and experience in domains such as overseas lifestyles, cultures and business environments. Digital Business Radical business transformation centered on digital technology is vital for the Group’s business growth. Directors with strong knowledge and experience in the digital business domain are necessary. Sustainability Directors are necessary who have knowledge and experience in the sustainability field so that the Group can generate ideas for the future to solve difficult social issues, fulfilling its responsibility to realize a vigorous and sustainable society full of the joy of human life. [Reasons for Selection as a Skill Set that will Contribute to the Management Structure and Enhancing Shareholder Value]

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