Gsi Creos CorporationTSE: 8101

Notice of the 96th Ordinary General Meeting of Shareholders

· Issued by GSI Creos Corporation

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:

Tadaaki Yoshinaga

Securities Code: 8101

June 5, 2026

Representative Director, President and CEO



3-8-2, Shiba, Minato-ku, Tokyo

Notice of the 96th Ordinary General Meeting of Shareholders

We are pleased to announce the 96th Ordinary General Meeting of Shareholders of GSI Creos Corporation (the "Company"), which will be held as indicated below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing in electronic format information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (Matters Subject to Measures for Electronic Provision). Please access the following websites to view the information.

The Company's website: https://www.gsi.co.jp/en/ir/stock/meeting.html

Please access the above URL to view "Notice of the Ordinary General Meeting of Shareholders."

In addition to posting Matters Subject to Measures for Electronic Provision on the Company's website, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE) and Net de Shoshu (online convocation).

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Access the TSE website by using the internet address shown above, enter "GSI Creos Corporation" in "Issue name (company name)" or the Company's securities code "8101" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].")

Net de Shoshu (online convocation) website:

https://s.srdb.jp/8101/

You can view the contents of this notice on a computer, smartphone, or tablet.

  1. Date and Time: Wednesday, June 24, 2026, at 1:00 p.m. (JST) Reception opens at 12:20 p.m.
  2. Venue: Bellesalle Shibakoen, 6th floor, Sumitomo Shibakoen Building 2-7-17 Shiba, Minato-ku, Tokyo

    (The venue is different from that of last year's meeting.)

  3. Purpose of the Meeting Matters to be reported:
    1. The Business Report and the Consolidated Financial Statements for the 96th fiscal year (from April 1, 2025 to March 31, 2026), and the result of audits of the Consolidated Financial Statements by the Accounting Auditors and the Audit and Supervisory Committee

    2. The Non-consolidated Financial Statements for the 96th fiscal year (from April 1, 2025 to March 31, 2026)

      Matters to be resolved: Proposal No. 1 Appropriation of Surplus Proposal No. 2 Partial Amendments to the Articles of Incorporation Proposal No. 3 Election of Five Directors (excluding Directors who are Audit and Supervisory Committee Members) Proposal No. 4 Election of Two Directors who are Audit and Supervisory Committee Members
  4. Matters Prescribed for Convocation

If no indication of approval or disapproval of a proposal is expressed on the voting form, it shall be considered as an indication of approval.

If you will not be attending the meeting in person, you can exercise your voting rights in writing or by visiting the designated website (https://evote.tr.mufg.jp/) (in Japanese). Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights in accordance with the "Guidance on Exercising Voting Rights" (in Japanese only) by 5:30 p.m. on Tuesday, June 23, 2026 (JST).

Notice of Business Briefing for Shareholders

A business briefing for shareholders is scheduled to be held following the conclusion of the General Meeting of Shareholders. At the briefing, we will provide shareholders attending the meeting with an update on the progress of the Company's Mid-term Management Plan and other matters, and

welcome any questions or comments they may have. All shareholders in attendance are cordially invited to join us.

  • If revisions to the matters subject to measures for electronic provision arise, the details of the revisions will be posted on each website where those matters are posted.

  • We have delivered paper documents for the Matters Subject to Measures for Electronic Provision to shareholders who requested them, but have omitted the following matters, in accordance with the applicable law and Company bylaws.

    1. Company Structure and Policies of the Business Report

    2. Consolidated Financial Statement of Changes in Equity

    3. Notes to Consolidated Financial Statements

    4. Non-consolidated Financial Statement of Changes in Equity

    5. Notes to Non-consolidated Financial Statements

      Please note that the Accounting Auditors and Audit and Supervisory Committee reviewed these matters in preparing their respective Audit Reports.

  • If there are major changes in the way the General Meeting of Shareholders will be run, shareholders will be informed via the corporate website below.

https://www.gsi.co.jp/ja/ir/stock/meeting.html (in Japanese)

Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Proposal No. 1 Appropriation of Surplus

The Company regards the return of profits to shareholders as one of its important management policies, and our basic policy is to provide stable and continuous profit returns to you, taking into comprehensive consideration factors such as the consolidated business results and the Company's financial situation. Specifically, the Company is committed to maintaining a dividend payout ratio of 50.0% or more and implementing a progressive dividend policy with a minimum payout of ¥100 per share.

Based on these policies, the Company proposes a dividend per share of ¥104 for the fiscal year under review, which is ¥7 higher than for the previous fiscal year, taking into comprehensive consideration factors such as trends in consolidated business results and the Company's financial situation. As a result, the dividend payout ratio will be 50.2%.

  1. Type of dividend property Cash

  2. Allotment of dividend property to shareholders and its aggregate amount

    ¥104 per common share of the Company Total payment: ¥1,272,974,872

  3. Effective date of dividends of surplus June 25, 2026

Proposal No. 2 Partial Amendments to the Articles of Incorporation

The Company proposes the amendments to the current Articles of Incorporation as follows:

  1. Reasons for the amendments

    The Company has long regarded strengthening corporate governance system as a key management priority and has been working to enhance it. Specifically, through measures such as introducing an executive officer system and transitioning to a company with an Audit & Supervisory Committee, we have further strengthened the Board of Directors' supervisory functions and aimed at improving the soundness and transparency of our management.

    To respond appropriately to a rapidly changing business environment and ensure the smooth operation of our business, the Company has decided to clarify our business execution structure. This is intended to accelerate management decision-making and clarify responsibilities, thereby supporting the GSI Creos Group's sustainable growth and enhancement of corporate value.

    This proposal seeks, accordingly, to partially amend the current Articles of Incorporation to clarify the new structure by revising provisions concerning the convening authority for general meetings of shareholders, executive officers, and the execution of company business.

  2. Details of the amendments

The details of the amendments are as follows. Unamended provisions of the current Articles of Incorporation have been omitted.

(Amended parts are underlined.)

Current Articles of Incorporation

Proposed amendments

Article 1 ~ Article 12 (Omitted)

Chapter 3: General Meeting of Shareholders Article 13 (Convener and Chairperson)

Unless otherwise provided by law, the Director, President and CEO shall pursuant to a resolution of the Board of Directors, convene general meetings of shareholders and serve as chairperson thereof. If the Director, President and CEO is unable to perform his or her duties, another director shall act in his or her place in an order predetermined by a resolution of the Board of Directors.

Article 14 ~ Article 21 (Omitted) Article 22 (Executive Officer)

The Board of Directors shall appoint executive officers by resolution.

2. The Board of Directors shall, by resolution, designate one Chairperson Executive Officer and one President and CEO, and may designate other executive officers with specific titles.

3. Matters concerning executive officers, other than those provided in these Articles of Incorporation, shall be governed by the Executive Officer Regulations established by the Board of Directors.

Article 23 (Execution of company business)

The President and CEO shall, pursuant to a resolution of the Board of Directors, execute the company's business and shall have overall supervision of such business.

2. Other executive officers with specific titles shall assist the President and CEO and, if the President and CEO is unable to perform his or her duties, shall perform those duties in an order predetermined by a resolution of the Board of Directors.

Article 24 ~ Article 41 (Omitted)

Article 1 ~ Article 12 (Unchanged)

Chapter 3: General Meeting of Shareholders Article 13 (Convener and Chairperson)

Except as otherwise provided by law, general meetings of shareholders shall be convened by the Representative Director designated in advance by resolution of the Board of Directors, and that Representative Director shall preside as chair. If such Representative Director is unable to perform his or her duties, another director shall act in his or her place in an order predetermined upon a resolution of the Board of Directors.

Article 14 ~ Article 21 (Unchanged) Article 22 (Executive Officer)

The Board of Directors shall appoint executive

officers by resolution.

2. The Board of Directors shall, by resolution, designate Chairperson Executive Officer, President and CEO, and other executive officers with specific titles from among the executive officers.

3. Matters concerning executive officers, other than those provided in these Articles of Incorporation, shall be governed by the Executive Officer Regulations established by the Board of Directors.

Article 23 (Execution of company business)

The Representative Director shall, pursuant to a resolution of the Board of Directors, execute the company's business and shall have overall supervision of such business.

2. An executive officer with a specific title who is also an executive director shall assist the Representative Director and, if the Representative Director is unable to perform his or her duties, shall perform those duties in an order predetermined by a resolution of the Board of Directors.

Article 24 ~ Article 41 (Unchanged)

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