Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
To Our Shareholders:
Securities Code: 3632
September 12, 2025 Start date of measures for electronic provision: August 29, 2025
Yoshikazu Tanaka, Chairman and CEO
GREE Holdings, Inc.11-1, Roppongi 6-Chome, Minato-ku, Tokyo, Japan
Notice of the 21st Ordinary General Meeting of ShareholdersThe 21st Ordinary General Meeting of Shareholders of GREE Holdings, Inc. (the “Company”) will be held as described below.
This will be a General Meeting of Shareholders to be held at a venue unspecified. In addition, if you will not attend the meeting on the meeting date, or even if you will attend the meeting on the meeting date, you may exercise your voting rights in advance in preparation for any communication problems. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights via the Internet, etc. or in writing no later than Friday, September 26, 2025, at 18:30 (JST).
When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of the Reference Documents for the General Meeting of Shareholders, etc., in electronic format, and posts this information as the “Notice of the 21st Ordinary General Meeting of Shareholders (matters included in paper-based documents among matters subject to measures for electronic provision)” and the “Notice of the 21st Ordinary General Meeting of Shareholders (matters excluded from paper-based documents among matters subject to measures for electronic provision)” on the Company’s website and the website operated by PRONEXUS INC. below. Please access any of the websites to review the information.
The Company’s website: https://hd.gree.net/jp/ja/ir/stock/meeting.html (in Japanese)
PRONEXUS website: https://d.sokai.jp/3632/teiji/ (in Japanese)
- Date and Time: Monday, September 29, 2025, at 14:00 (JST)
Live streaming starts at 13:30 (JST). If the Company is unable to hold this General Meeting of Shareholders on the date and time above due to causes such as communication problems, it will be postponed to Tuesday, September 30, 2025, at 14:00 (JST).
- Holding Method: General Meeting of Shareholders to be held at a venue unspecified (online-only General Meeting of Shareholders)
Please attend the Meeting through our designated website.
- Agenda:Matters to be Reported:
For the 21st fiscal year (from July 1, 2024 to June 30, 2025)
The Business Report and the Consolidated Financial Statements, and the results of audits of the Consolidated Financial Statements by the Independent Auditor and the Audit and Supervisory Committee
The Non-consolidated Financial Statements
Please access the voting website “e-Voting” (https://evote.tr.mufg.jp/) (in Japanese) to exercise voting rights from your personal computer, smartphone, etc., then, enter your approval or disapproval of each proposal following the online instructions.
Your login ID and temporary password will be printed on the access notification (postcard) that is scheduled to be sent out on September 12, 2025.
If you are a shareholder who requested the delivery of paper-based documents by the end of June 2025, please refer to the voting form sent with this notice that is scheduled to be sent out on September 12, 2025.
[Exercising voting rights in writing]If you are a shareholder who requested the delivery of paper-based documents by the end of June 2025, please indicate your approval or disapproval of each proposal on the voting form sent with this notice that is scheduled to be sent out on September 12, 2025, and return it to us. If you are a shareholder who has NOT requested the delivery of paper-based documents by the end of June 2025 and would like to exercise your voting rights in writing, please refer to [Points to note] in “Information on website for exercising voting rights” of the access notification (postcard) (in Japanese) that is scheduled to be sent out on September 12, 2025.
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The method of communication used to send and receive information in the proceedings of the General Meeting of Shareholders shall be via the Internet.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each website above on the Internet.
If you exercise your voting rights more than once, ONLY the last vote shall be deemed effective. However, please note that if you exercise your voting rights both by the internet and in writing, ONLY the vote placed via the internet shall be deemed effective.
In the case of exercising your voting rights in writing, if neither approval nor disapproval of each proposal is indicated, the Company will deem that you indicated your approval of the proposal.
Paper-based documents stating the matters subject to measures for electronic provision are sent to shareholders who requested the delivery of paper-based documents by the end of June 2025; however, those documents do not include the following matters in accordance with the provisions of laws and regulations and Article 18, Paragraph 2 of the Company’s Articles of Incorporation. The documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the Audit and Supervisory Committee in preparing its audit report. Documents included in the scope of audits by the Financial Auditor are not included. The Audit and Supervisory Committee and the Financial Auditor have audited the documents included in the scope of audits, including the matters below.
The following items in the Business Report
Current Status of Corporate Group (partial), Issues to Be Addressed, Matters Concerning Shares of the Company, Share Acquisition Rights, etc. of the Company, Matters Related to Corporate Officers (partial), Matters Related to Independent Auditor, Overview of System to Ensure Appropriate Business Operations and Operational Status Thereof, Policy Regarding
the Determination of Dividends of Surplus, etc.
The following items in the Consolidated Financial Statements
Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Comprehensive Income (For reference), Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows (For reference), Notes to Consolidated Financial Statements
The following items in the Non-consolidated Financial Statements
Non-consolidated Balance Sheet, Non-consolidated Statement of Income, Non-consolidated Statement of Changes in Equity, Notes to Non-consolidated Financial Statements
The Audit Report
Independent audit report on Consolidated Financial Statements, Independent audit report on Non-consolidated Financial Statements, Audit report by Audit and Supervisory Committee
Upon conclusion of this General Meeting of Shareholders, results of resolutions thereof shall be posted on the Company’s website (in Japanese).
Reference Documents for General Meeting of Shareholders
Proposal No. 1: Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)Candidate No. | Name | Current position and responsibility in the Company | Candidate attributes | ||||||
1 | Yoshikazu Tanaka | Chairman, President and CEO | Reappointed | ||||||
2 | Masaki Fujimoto | Senior Vice President, Chief Technology Officer, and Head of Business Technology | Reappointed | ||||||
3 | Toshiki Oya | Senior Vice President, Chief Financial Officer, and Head of Investment Business | Reappointed | ||||||
4 | Sanku Shino | Senior Vice President, Chief Strategy Officer, and Head of Corporate Affairs | Reappointed | ||||||
5 | Eiji Araki | Senior Vice President and Head of Metaverse Business, and Head of IP Business | Reappointed | ||||||
6 | Takeshi Natsuno | Outside Director | Reappointed | Outside | Independent | ||||
7 | Kazunobu Iijima | Outside Director | Reappointed | Outside | Independent | ||||
8 | Michinori Mizuno | Outside Director | Reappointed | Outside | Independent | ||||
At the conclusion of this meeting, the terms of office of all nine Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes the election of eight Directors including three Outside Directors. The candidates for Director are as follows: The Audit and Supervisory Committee confirmed the decision policy, rationale and deliberation process regarding candidates for Director deliberated by the Nomination Committee, which is advisory body to the Board of Directors and consists of three Outside Directors, one Outside Director who is a full-time Audit and Supervisory Committee Member, and one Director who is Chairman, for a total of five members. As a result, without objections, we have determined that each candidate is suitable as a Director.
Notes: 1. Candidate Yoshikazu Tanaka is of the parent company, etc. as stipulated in Article 2, item (iv)-2 of the Companies Act.
There is no special interest between any other candidates and the Company.
Takeshi Natsuno, Kazunobu Iijima, and Michinori Mizuno are candidates for Outside Director.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph
(1) of the Companies Act with an insurance company that covers losses from the amount of indemnification and litigation expenses incurred by the insured. However, there are certain exceptions to the policy, such as not covering losses caused by actions taken by the insured with the knowledge that they are in violation of laws and regulations. If this proposal is approved as proposed and each of the candidates is reappointed, each candidate will be included as an insured in the policy, and the Company plans to renew the policy in the future during their terms of office. The overview of the terms and conditions of the policy is as stated in “Overview of content of directors and officers liability insurance policy” of the Business Report (in Japanese).
The Company has entered into agreements with each Director (excluding personnel such as directors who execute business) to limit their liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability for damages based on such agreements shall be the amount prescribed in laws and regulations. If the reappointment of Takeshi Natsuno, Kazunobu Iijima, and Michinori Mizuno is approved, the Company plans to renew the aforementioned agreements with them.
Some former officers and employees of Kadokawa Corporation, where Takeshi Natsuno serves as Member of the Board and Chief Executive Officer, were investigated by the Tokyo District Public Prosecutors Office, over the period from
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