Id Holdings CorporationTSE: 4709

Notice of The 57th Annual General Meeting of Shareholders

· Issued by ID Holdings 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.

(Stock Exchange Code 4709)

May 29, 2025

(Start date of measures for electronic provision: May 28, 2025)

To Shareholders with Voting Rights:

Masaki Funakoshi

President, Representative Director and Group CEO

ID Holdings Corporation

12-1, Goban-cho, Chiyoda-ku, Tokyo

NOTICE OF THE 57th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We hereby notify of the 57th Annual General Meeting of Shareholders of ID Holdings Corporation (the "Company"). The meeting will be held as described below.

For the convocation of this General Meeting of Shareholders, the Company has taken measures for the electronic provision of the information contained in the Reference Materials for the General Meeting of Shareholders, etc. (matters for electronic provision), and has posted them to the following websites on the Internet. Please access one of the websites and confirm the contents of the notice.

Company website:

https://www.idnet-hd.co.jp/english/ir/stockholder.html

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

Access the above TSE website, enter "ID Holdings" in the "Issue name (company name)" field or the stock exchange code "4709" in the "Code" field and click on Search. Select "Basic information" and then "Documents for public inspection/PR information," and check the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" in the "Filed information available for public inspection" section.

Please note that if you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or by mail. In this case, please exercise your voting rights by 5:30 p.m. on Thursday, June 19, 2025 (Japan time).

  1. Date and Time: Friday, June 20, 2025 at 10:00 a.m. Japan time
  2. Place: Room Fuji Higashi no Ma on the fourth floor, Hotel Grand Arc Hanzomon 1-1, Hayabusa-cho, Chiyoda-ku, Tokyo
  3. Meeting Agenda: Matters to be reported:
    1. The Business Report, Consolidated Financial Statements for the Company's 57th Fiscal Year (April 1, 2024 to March 31, 2025) and results

      of audits by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements

    2. Non-consolidated Financial Statements for the Company's 57th Fiscal Year (April 1, 2024 to March 31, 2025)

    Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Partial Amendments to the Articles of Incorporation Proposal 3: Election of 7 Directors Proposal 4: Election of 1 Auditor Proposal 5: Election of 1 Substitute Auditor Proposal 6: Partial Revision of the Performance-linked Stock Compensation Plan for Directors
  4. Decisions Regarding this Convocation
    • If you exercise your voting rights both via the Internet and by mail, the vote exercised via the Internet shall be deemed valid. If you exercise your voting rights more than once via the Internet, the last vote exercised shall be deemed valid.

    • If you do not indicate your approval or disapproval of any of the proposals on the voting form that you have returned, we will assume that you have indicated your approval of the proposal.

  • If any revisions are made to the matters for electronic provision, we will post a statement to that effect along with the items before and after the revision on the Company's website and on the TSE website on the Internet.

  • The following items are not included in the accompanying "Business Report" (paper copy) as they are posted on the Company's website in accordance with laws and regulations and Article 16, Paragraph 2 of the Company's Articles of Incorporation:

  • "Status of Shares" section: "Shares granted to the Company's officers during the fiscal year" and "Other important matters concerning shares"

  • "Matters Concerning the Company's Share Options"

  • "Matters Concerning Company Officers" section: "Overview of the content of liability limitation agreements" and "Overview of the content of indemnity agreements"

  • "Matters regarding directors and officers liability insurance agreements"

  • "Company's Structure and Policies" section: "Systems to Ensure the Appropriateness of Operations and the Operational Status of That System," "Basic Policy Regarding Control of the Company," and "Policy on the Determination of Dividends of Surplus, etc."

  • "Status of Accounting Auditors" section: "Overview of the content of liability limitation agreements" and "Overview of the content of indemnity agreements"

  • "Consolidated Financial Statements" section: "Consolidated Statement of Changes in Shareholders' Equity" and "Notes to Consolidated Financial Statements"

  • "Non-consolidated Financial Statements" section: "Statement of Changes in Shareholders' Equity" and "Notes to Non-consolidated Financial Statements"

These items are part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor when preparing the accounting audit report, as well as part of the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Auditors when preparing the audit report.

Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of Surplus

The Company proposes appropriating surplus as follows.

The Company considers the return of profits to shareholders to be one of the chief management priorities. The Company is making every effort to secure a strong business foundation and improve revenue stability and return on equity. Accordingly, the Company's basic policy is to maintain appropriate distributions of profits based on business results. The Company aims at a total return ratio (*) of 50-60%, including share buybacks, in addition to dividends.

Based on this policy, the Company proposes to pay an ordinary dividend of 40 yen per share as a year-end dividend for the fiscal year under review, an increase of 15 yen from the initial forecast. The Company celebrated the 55th anniversary of its foundation on October 20, 2024. To express its gratitude to shareholders for their support over the years, the Company proposes to add a commemorative dividend of 5 yen and pay total dividends of 45 yen.

Annual dividends, including an interim dividend (25 yen per share), will be 70 yen per share.

(*) Total return ratio = (Total dividends paid + Share buyback amount) / Profit attributable to owners of the parent

  1. Type of dividend property

    Cash

  2. Items related to the allocation of dividend property and its total amount Ordinary dividend per share of the Company's common stock: 40 yen Commemorative dividend: 5 yen

    Total: 45 yen

    Total amount: 774,289,890 yen

  3. Effective date of dividend

June 23, 2025

(Reference)

Please refer to "(1) Dividends and Review of the Previous Medium-Term Management Plan" on page 3 of the attached "Business Report" for the Company's dividends. (in Japanese)

Proposal 2: Partial Amendments to the Articles of Incorporation
  1. Reason for amendments

    1. The amendment to Article 21 is to shorten the term of office of Directors from "two (2) years" to "one (1) year" in order to clarify the management responsibility of Directors and establish a management structure capable of flexibly responding to changes in the business environment.

    2. The amendment to Article 29 is to limit the maximum number of Auditors from "no more than four (4)" to "four (4)" to enable a substitute Auditor to assume office in the event that one of the four incumbent Auditors leaves office pursuant to Article 329, Paragraph 3 of the Companies Act.

    3. The amendment to Article 30 is to establish a new provision regarding a substitute Auditor and provide for the effective period of the resolution for the election of a substitute Auditor to prepare for the situation where the number of Auditors does not satisfy the number prescribed by laws and regulations or the Articles of Incorporation.

    4. Amendment to Article 31 is to clarify the term of office of a substitute Auditor when he/she assumes office as an Auditor.

  2. Details of amendments

The details of the amendments are as follows.

(Amended parts are underlined.)

Current Articles of Incorporation

Proposed Amendments

(Term of Office)

Article 21 The term of office of Directors shall expire at the conclusion of the Annual General Meeting of Shareholders for the final fiscal year that ends within two (2) years of such Directors' election.

2 The term of office of a Director elected to increase the number of Directors or to fill a vacancy caused by retirement of a Director prior to the expiry of his/her term of office shall expire at the time the term of office of his/her

predecessor expires.

(Term of Office)

Article 21 The term of office of Directors shall expire at the conclusion of the Annual General Meeting of Shareholders for the final fiscal year that ends within one (1) year of such Directors' election.

2 (Unchanged)

(Number of Auditors)

Article 29 The number of Auditors of the Company shall be no more than four (4).

(Number of Auditors)

Article 29 The number of Auditors of the Company shall be four (4).

(Method of Electing Auditors) Article 30 (Omitted)

2 (Omitted)

(Newly established)

(Newly established)

(Method of Electing Auditors) Article 30 (Unchanged)

  1. (Unchanged)

  2. The Company may elect a substitute Auditor at a General Meeting of Shareholders to prepare for the situation where the number of Auditors does not satisfy the number prescribed by laws and regulations and/or the Articles of Incorporation, pursuant to Article 329, Paragraph 3 of the Companies Act.

  3. The period during which the resolution for the election of a substitute Auditor set forth in the preceding paragraph remain in effect shall be until the start of the Annual General Meeting of Shareholders for the final fiscal year that ends

within four (4) years following such resolution.

Current Articles of Incorporation

Proposed Amendments

(Term of Office) Article 31 (Omitted)

2 The term of office of an Auditor elected to fill a vacancy caused by retirement of an Auditor prior to the expiry of his/her term of office shall expire at the time the term of office of his/her predecessor expires.

(Term of Office)

Article 31 (Unchanged)

2 The term of office of an Auditor elected to fill a vacancy caused by retirement of an Auditor prior to the expiry of his/her term of office shall expire at the time the term of office of his/her predecessor expires.

Notwithstanding the foregoing, if a substitute Auditor elected pursuant to Paragraph 3 of the preceding articles assumes office of Auditor, the term of office of such Auditor shall not go beyond the conclusion of the Annual General Meeting of Shareholders for the final fiscal year that ends

within four (4) years following his/her election as a substitute Auditor.