Noevir Holdings Co., Ltd.TSE: 4928

Notice of Convocation of the 15th Annual General Meeting of Shareholders

Nov 13, 2025 at 6:34 AM UTC · Issued by Noevir Holdings Co., Ltd.

[This English translation is an abridged version of the original notice in Japanese. In the event of any discrepancy, the Japanese version prevails.]

November 21, 2025

Trade name: Noevir Holdings Co., Ltd.

Listing: Tokyo Stock Exchange, Prime Market (Code Number: 4928) Representative: Takashi Okura, President and CEO

Address: 6-13-1 Minatojima-Nakamachi, Chuo-ku, Kobe

Notice of Convocation of the 15th Annual General Meeting of Shareholders

Thank you for your continued support of Noevir Holdings.

We hereby announce that the 15th Annual General Meeting of Shareholders will be held as detailed below.

In convening the General Meeting of Shareholders, the materials for the General Meeting of Shareholders have been provided electronically and are posted on the Company website. Please access the Company website below and check the materials for the General Meeting of Shareholders.

In lieu of attending the meeting on the day of the meeting, you may exercise your voting rights by mail or via the internet. Please read the following reference documents for the General Meeting of Shareholders and vote by 5:30

p.m. on December 8, 2025 (Monday).

Thank you for your attention.

Materials for the General Meeting of Shareholders (Japanese only)

https://www.noevirholdings.co.jp/ir/shareholder/index.htm

Voting by letter

Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form and return the form to us so that it reaches us by the deadline mentioned above. If there is no approval or disapproval of a proposal on the voting form, it will be assumed that the proposal is approved.

Voting by internet, etc.

Confirm the "Information regarding voting by internet" listed on page 3 (available in Japanese only), then enter your vote for or against the proposals by the voting deadline above.

Internet disclosure

The following items from the Materials for the General Meeting of Shareholders are not included in this Notice of Convocation.

Please check the Company's website for details.

Part of Business Report
Consolidated financial statements
Non-consolidated financial statements

In the event of an amendment to the materials for the General Meeting of Shareholders, the amended content will be posted on the Company website, etc.

Materials for the General Meeting of Shareholders (Japanese only) https://www.noevirholdings.co.jp/ir/shareholder/index.htm

Time and date: December 9, 2025 (Tuesday) at 10:00 a.m. (Reception opens at 09:00 a.m.)
Location: Headquarters, 6-13-1 Minatojima-Nakamachi, Chuo-ku, Kobe
Agenda: Reports
Business report for the 15th business year (October 1, 2024 to September 30, 2025), consolidated financial statements, other financial report documents, and audit report on consolidated financial statements by the accounting auditor and Audit & Supervisory Board
Matters for Resolution
Proposal 1 Partial Amendments to the Articles of Incorporation Proposal 2 Appointment of 13 Directors
Proposal 3 Appointment of one Audit & Supervisory Board Member Proposal 4 Revision of Remuneration Amount for Directors
Exercise of voting rights: If you vote by both letter and internet, we will consider the vote made by internet to be valid.

If you vote by internet multiple times, we will consider the last vote to be valid.

If you attend the meeting on the day, please bring the enclosed voting form with you and present it at reception. Please be aware that only shareholders eligible to exercise voting rights will be admitted into the meeting, and that representatives, associates, etc., who are not shareholders will not be admitted, even if they carry the voting form. When you attend the meeting on the day, please bring this convocation notice with you.

Materials for the General Meeting of Shareholders are posted on the Tokyo Stock Exchange (TSE) website in addition to the Company website.

Please access the following TSE website, enter and search the Issue name (company name) or the Code, select "Basic information" and "Documents for public inspection/PR information," and check the materials for the General Meeting of Shareholders.

TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Proposals and Reference Items Proposal 1 Partial Amendment to the Articles of Incorporation

On June 16, 2021, the "Act for Partial Amendment of the Act on Strengthening Industrial Competitiveness" came into effect, allowing listed companies to hold the General Meeting of Shareholders without a fixed place under certain conditions by stipulating it in their articles of incorporation. The Company proposes the establishment of a new Article 13, Paragraph 2 of the Articles of Incorporation, based on the purpose of the revised law and with consideration of risk reduction in the event of large-scale disasters, including infectious diseases and natural disasters, as well as the progress of digitalization of society as a whole, in the belief that expanding the method of holding the General Meeting of Shareholders will contribute to the interests of all shareholders.

The details of the amendments are as follows.

Underlined part indicates changes.

Current Articles of Incorporation

Proposed amendments

Article 13 (Convocation of General Meeting of Shareholders)

An Annual General Meeting of Shareholders of the Company shall be convened within three months from the day following the last day of each fiscal year, and an extraordinary General Meeting of Shareholders shall be convened whenever necessary.

(Newly established)

Article 13 (Convocation of General Meeting of Shareholders)

2. A General Meeting of Shareholders of the Company may be held at a place unspecified.

Proposal 2 Appointment of 13 Directors

The terms of office of all 13 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. We therefore request the election of 13 Directors.

The Director candidates are as follows.

Candidate Name Current position in the Company number
1 Hiroshi Okura Reelection Chairman and Representative Director
2 Takashi Okura Reelection President and CEO
3 Ikkou Yoshida Reelection Managing Director
4 Takeshi Okura Reelection Director
5 Kouzou Matsushita New election President and CEO, TOKIWA Pharmaceutical Co., Ltd.
6 Akihiro Keyari New election President and CEO, Noevir Co., Ltd.
Reelection 7 Ryo Tsuchida Outside Outside Director
	Independen
Reelection 8 Maho Kinami Outside Outside Director
	Independen
	Reelection
9 Emima Abe		Outside	Outside Director
	Independen
	Reelection
10 Mari Ishimitsu		Outside	Outside Director
	Independen
	Reelection
11 Haruhi Kuroda		Outside	Outside Director
	Independen
	Reelection
12 Emi Kanagasaki		Outside	Outside Director
	Independen
	Reelection
13 Mari Tomita		Outside	Outside Director
	Independen

Candidate number

Name (Date of birth)

Career history, position, offices held, and important concurrent positions held

Number of the Company's

shares held

Hiroshi Okura (August 9, 1936)

Reelection

April 1964 Founded J. H. Okura & Co., Ltd.

June 1971 J. H. Okura & Co., Ltd. transformed into limited liability company; President and CEO

May 1978 Company name changed to Noevir Co., Ltd.; President and CEO

September 2009 Chairman and Representative Director

March 2011 Retired as Representative Director

Chairman and Representative Director of Noevir Holdings Co., Ltd. (current)

1,000,000

Reason for Selection as Director Candidate

Mr. Hiroshi Okura was selected as a candidate for director because as the founder of the Company, he has contributed to the development of the entire Group and has abundant experience and advanced insights into management.

Takashi Okura (January 16, 1964)

Reelection

September 1990 Joined Noevir Co., Ltd.

December 1993 Director, Assistant General Manager of Sales Division, Head of International Affairs

February 1998 Managing Director, Manager of Management Strategy Department, Head of Sales Division 1 and Head of Sales Division 4

December 2001 Representative Director, Vice President and COO

September 2009 President and CEO

March 2011 Retired as Representative Director

President and CEO of Noevir Holdings Co., Ltd. (current)

(Important Concurrent Positions Held) CEO of Noevir Holding of America, Inc.

3,700,000

Reason for Selection as Director Candidate

Mr. Takashi Okura was selected as a candidate for director because he has been involved with the Group's management since its foundation and has played a central role in expanding the entire Group's earnings as President and CEO.

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