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MODEC : NOTICE OF CONVOCATION OF THE 40TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
MODEC : NOTICE OF CONVOCATION OF THE 40TH ANNUAL GENERAL MEETING OF
About this update from Modec, Inc.
This document has been translated and summarized from the Japanese original for reference purposes only. In the event of any discrepancy between the translated version and the Japanese original, the original version shall prevail. The Company assumes no responsibility for this translation or for any direct, indirect or any other form of damage arising from the translation. To Our Shareholders with Voting Rights: (Securities Code: 6269) Commencement of Electronic Provision: March 2, 2026 Date of Release: March 10, 2026 Hirohiko Miyata Representative Director President & CEO MODEC, INC. 3-10, Nihonbashi 2-chome Chuo-ku, Tokyo NOTICE OF CONVOCATION OF THE 40 TH ANNUAL GENERAL MEETING OF SHAREHOLDERS Please be advised that the 40th Annual General Meeting of Shareholders of MODEC, INC. (the "Company") is to be held as described below. The Company has taken measures for electronic provision of materials for the General Meeting of Shareholders and posted matters to be provided electronically (the "Matters") on its website on the Internet pursuant to the provision of Article 325-3 of the Companies Act. Please access the following URL to review the information. The Company's website: https://www.modec.com/ir/stock/agm.html The Matters are posted on the Company's website and also on the Tokyo Stock Exchange's (TSE's) website. Please access the URL and follow the steps below to review the information. The Tokyo Stock Exchange's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show Please visit the TSE website from the address above, enter "MODEC" in the "Issue name (company name)" field, or our securities code "6269" in the "Code" field, and click on "Search" to see the search results. Then select "Basic information" and "Documents for public inspection/PR information" in this order to view the information on the [Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting] in the "Field information available for public inspection" section. If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing. The details of each proposal are as shown on the Reference Documents for the General Meeting of Shareholders attached to the Notice of Convocation of the 40 th Annual General Meeting of Shareholders on the Company's website. Please review the documents and exercise your voting rights by 5:40 p.m. on Friday, March 27, 2026 by referring to the "Guide to Exercising Voting Rights Prior to the Meeting" (available in Japanese only) provided later in this Notice of Convocation. Date and Time: Monday, March 30, 2026, at 10:00 a.m. (The reception desk opens at 9:00 a.m.) Place: Congres Square Nihonbashi 2F Convention Hall A/B Tokyo Tatemono Nihonbashi Building, 3-13, Nihonbashi 1-chome Chuo-ku, Tokyo Meeting Agenda: Matters to be reported: 1. Operations Report, Consolidated Financial Statements, and Audit Report concerning Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee for the 40th Term (from January 1, 2025 to December 31, 2025) 2. Non-consolidated Financial Statements for the 40th Term (from January 1, 2025 to December 31, 2025) Matters to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Partial Amendments to the Articles of Incorporation Proposal 3: Election of Six Directors (Excluding Directors who are Audit and Supervisory Committee Members) Proposal 4: Election of Four Directors who are Audit and Supervisory Committee Members Other Matters Concerning Procedures of Convocation of the Annual General Meeting of Shareholders Among the items to be included in the documents stating the matters to be provided electronically (the "Documents"), the items listed below are posted on the Company's website on the Internet ( https://www.modec.com/ir/stock/agm.html ) pursuant to the provisions of applicable laws and regulations as well as Article 15 of the Company's Articles of Incorporation, and are not included in the documents to be delivered to those shareholders who have requested printed documents. Accordingly, the items included in the Documents are part of the Operations Report, Consolidated Financial Statements, and Non-consolidated Financial Statements which the Audit and Supervisory Committee audited in preparing the Audit Report, and part of the Consolidated Financial Statements and the Non-consolidated Financial Statements which the Accounting Auditor audited in preparing the Accounting Audit Report. Systems necessary to ensure the appropriateness of business activities and operational status of the systems Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements Non-Consolidated Statement of Changes in Net Assets and Notes to Non-consolidated Financial Statements In case of circumstances requiring revisions to the matters to be provided electronically, the original and revised versions of the matters will be posted to that effect on the websites of the Company and the Tokyo Stock Exchange on the Internet. The Company has adopted the International Financial Reporting Standards (IFRS). The presentation currency is the US dollar. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. In case of voting by proxy, you can exercise your voting rights by appointing one shareholder who has voting rights as your proxy. For shareholders who have not requested the delivery of printed documents, only the notice of convocation, which includes the date, time, and venue of the general meeting, as well as instructions for accessing the website will be sent. All materials can be reviewed on the website indicated in the notice. Any fees including access fees to internet service providers and communications carriers for use of the website for exercising voting rights shall be borne by shareholders. If any voting right is exercised both in writing and via the Internet, the vote that reached the Company at a later timing will be recognized as valid. In the event that both votes arrive on the same day, the vote via the Internet will be recognized as valid. In another case when a voting right is exercised multiple times via the Internet, the last vote entered will be recognized as valid. A password is important information by which a voting person is confirmed as a shareholder. Please treat your password with care as you would your seal or PIN code. Please note that if an incorrect password is entered more than a specified number of times, you will be unable to use it. In case you want your password reissued, please follow instructions on the screen. The vote exercising code written on the Voting Rights Exercise Form is effective only for this General Meeting of Shareholders. Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus The distribution of stable and consecutive dividends to shareholders while retaining an appropriate amount of internal reserve required for future business development and reinforcement of management base is the Company's basic policy on distribution of profits. Based on this policy, as well as in light of the Company's performance for this fiscal year, future business development and reinforcement of management base, an ordinary dividend for this fiscal year is proposed to be ¥80 per share. Type of dividend property Cash Allocation of dividend property and total amount thereof ¥80 per share of common stock of the Company Total amount of dividends: ¥5,467,542,160 Effective date of dividends from surplus March 31, 2026 Proposal 2: Partial Amendments to the Articles of Incorporation Reasons for the amendments To enable flexible and agile responses in business execution and to further clarify the respective roles of directors and executive officers, the current Articles of Incorporation will be amended as follows. To allow for the agile establishment of an optimal management structure and to ensure the continuity of business operation, Article 22, Paragraph 2 of the current Articles of Incorporation will be amended so that the President may be appointed not only from among the directors but also from among the executive officers. The Company has introduced an executive officer system to ensure prompt business execution and clarify responsibilities. In order to further clarify, within the Articles of Incorporation, the methods of appointment and the respective roles of directors and executive officers, all directors in executive positions other than the Chairperson Executive Officer will be abolished, and new provisions concerning executive officers will be established. Accordingly, Article 22, Paragraph 3 of the current Articles of Incorporation will be amended, and a new Article 29 will be added. To reflect the changes in item (i) above and to ensure operational flexibility, Articles 14 and 23 of the current Articles of Incorporation will be amended with respect to the conveners and chairpersons of the General Meeting of Shareholders and meetings of the Board of Directors. (vi) In line with the above amendments, the articles will be renumbered accordingly. To create a work environment that is more comfortable and efficient, enhance communication both across departments and with external partners, and provide a space that fosters and stimulates an innovative mindset, the Company will relocate its head office. In line with this relocation, the location of the head office specified in Article 3 of the current Articles of Incorporation will be changed from Chuo-ku, Tokyo to Chiyoda-ku, Tokyo. Furthermore, a supplementary provision (Article 2) will be established to stipulate that the amendment will take effect on the date of the head office relocation, which will be determined at a meeting of Board of Directors held prior to the Company's 41st Annual General Meeting of Shareholders scheduled for 2027. This supplementary provision will be deleted after the effective date. Details of the amendments The details of the amendments are as follows. (Parts to amend are underlined.) Current Articles of Incorporation Proposed changes Chapter 1 General Provisions Article 3: Location of Head Office The Company shall have its head office in Chuo-ku , Tokyo. Chapter 3 General Meeting of Shareholders Article 14: Convener and Chairperson The General Meeting of Shareholders shall be convened and chaired by the chairperson of the Board of Directors. If the chairperson is not appointed or is unable to act, the president shall convene and chair the General Meeting of Shareholders, and in the event of the president being unable to act, another director shall convene and chair the General Meeting of Shareholders in his or her place in accordance with the order pre-determined by the Board of Directors. Chapter 1 General Provisions Article 3: Location of Head Office The Company shall have its head office in Chiyoda-ku , Tokyo. Chapter 3 General Meeting of Shareholders Article 14: Convener and Chairperson The General Meeting of Shareholders shall be convened and chaired by a director in accordance with the order predetermined by the Board of Directors . (Deleted) -