Note: This English translation is an abridged version of the original "Notice of Convocation for the 31st Ordinary General Meeting of Shareholders" in Japanese. Of note, it does not include translations of certain documents (Business Report, Financial Statements (consolidated and non-consolidated), Independent Auditor's Report and the Company's Audit and Supervisory Committee Report) which are attached to the Japanese version. This English translation has been prepared as reference for the convenience of non-Japanese shareholders. In the event of any discrepancy between this version and the Japanese original, the original shall prevail.
To Our Shareholders:
(Securities Code: 8789)
December 3, 2025
Nobumitsu Tamai President and CEO
FinTech Global Incorporated Meguro Central Square, 15th Floor, 3-1-1, Kamiosaki, Shinagawa-ku,Tokyo 141-0021, Japan
NOTICE OF CONVOCATION FOR THE 31ST ORDINARY GENERAL MEETING OF SHAREHOLDERSYou are hereby notified of the 31st Ordinary General Meeting of Shareholders (hereafter, "the Meeting") of FinTech Global Incorporated (hereafter, "FGI" or "the Company"). Details of the Meeting are provided below.
For convening the Meeting, the Company applied measures for electronic provision of information for reference documents related to the general meeting of shareholders (hereafter, "matters for which measures have been taken to provide information in electronic format") and posted this information on the corporate website under the title "Notice of Convocation for the 31st Ordinary General Meeting of Shareholders." The Company encourages shareholders to go to the following address to review content ahead of the Meeting.
Corporate website:
FGI General Meeting of Shareholders https://www.fgi.co.jp/en/ir/shareholders/meeting/
The Company also posts matters for which measures have been taken to provide information in electronic format on the following website.
Tokyo Stock Exchange website:
(Listed company search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing. Please look through "Reference Documents for General Meeting of Shareholders" sent with this notice of convocation and then, referring to the section "Guidance on Exercise of Voting Rights" in this document, exercise your voting rights by 5:30 p.m., Thursday, December 18, 2025 Japan Standard Time.
- Date and Time Friday, December 19, 2025 at 10:00 a.m. (Reception opens at 9:00 a.m.)
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Place Meiji Yasuda Hall Marunouchi,
4th Floor, Meiji Yasuda Life Insurance Building 2-1-1 Marunouchi, Chiyoda-ku, Tokyo
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Agenda
Matters to be reported
Business Report, the Consolidated Financial Statements, the Independent Auditor's Report and the Company's Audit and Supervisory Committee Report on the Consolidated Financial Statements for the 31st Business Term (from October 1, 2024, to September 30, 2025)
Non-consolidated Financial Statements for the 31st Business Term (from October 1, 2024, to September 30, 2025)
If you are attending the Meeting, please leave the Voting Right Exercise Form sent with the notice at reception.
If revisions to matters for which measures have been taken to provide information in electronic format arise, revised
content will be posted on the Company's website and the TSE website noted on the previous page.
Any changes regarding convocation or execution of the General Meeting of Shareholders will be posted on the
Company's website.
Please present the enclosed Voting Right Exercise Form to reception at the venue. Date and time of the Meeting: 10:00 a.m., Friday, December 19, 2025 (Reception opens at 9:00 a.m.) |
Please review the attached Reference Documents for General Meeting of Shareholders then indicate your vote, for or against each proposal, on the enclosed Voting Right Exercise Form, and return it by post. You are encouraged to exercise your voting rights at your earliest convenience since only forms that are received by the shareholder registry administrator of the Company by the exercise deadline of 5:30 p.m., Thursday, December 18, 2025, will be treated as valid. |
Please review the attached Reference Documents for General Meeting of Shareholders and then enter your vote for or against each proposal. Exercise deadline: Votes must be entered no later than 5:30 p.m., Thursday, December 18, 2025. |
Exercising voting rights by proxy
If you are unable to attend the meeting in person, you may designate another shareholder of the Company who has voting rights to act as your proxy. If you wish to do this, a document certifying power of proxy must be submitted.
Cautionary note on exercising voting rights by mail (in writing)
If you indicate neither approval nor disapproval of a proposal on the Voting Right Exercise Form, we will assume you are in favor of the proposal.
Dealing with duplicate votes submitted both by post and online
If you exercise your voting rights by mailing in your voting form and also online, only your online vote will be treated as valid.
Voting rights exercised online more than once
If you exercise your voting rights multiple times online, only your final vote will be treated as valid. Also, if you exercise your voting rights by personal computer as well as by smartphone, only your final vote will be deemed valid.
If you are attending in person, there is no need to mail in the Voting Right Exercise Form or exercise voting rights online.
Reference Documents for General Meeting of Shareholders Proposals and Reference Matters Proposal No.1: Appropriation of surplusAfter careful consideration of such factors as business performance, future prospects, internal reserves and future business development, management decided to distribute a year-end dividend as follows:
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Type of dividend assets
Cash
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Allocation of dividend assets and sum total
The Company intends to pay ¥1.50 per share of common stock, resulting in total dividend payments of
¥576,886,140.
- Effective date for dividends from retained earnings
December 22, 2025
Proposal No.2: Partial amendments to the Articles of Incorporation-
Reasons for the amendments
Change in "Purpose"
Business purposes shall be added to Article 2 (Purpose) of Current Articles of Incorporation to address wider scope of business conducted by the Company and its subsidiaries, and business purposes associated with activities no longer pursued shall be deleted.
Numbering has been adjusted.
- Content of amendment to the Articles of Incorporation
The content of proposed amendments is presented below.
(Amendments are underlined)
Current Articles of Incorporation | Proposed Amendment |
CHAPTER 1 GENERAL PROVISIONS (Purpose) Article 2. The purpose of the Company shall be to engage in the following lines of business: 1. - 11. (Text omitted) 12. Power generation business using such sources as natural energy as well as management and operation of power generation projects along with activities related to the supply and sale of electricity 13. - 14. (Text omitted)
| CHAPTER 1 GENERAL PROVISIONS (Purpose) Article 2. (No change) 1. - 11. (No change) 12. Development of power plants using such sources as natural energy, power generation business as well as management and operation of power generation projects along with activities related to the supply and sale of electricity 13. - 14. (No change)
|
(4)-(7) (Text omitted) (New) (8)-(10) (Text omitted)
(New) 16. (Text omitted) | (3)-(6) (No change)
16. (Text omitted) |