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:
Mujo Kim
Securities Code: 2929
October 1, 2025
Representative Director and President
Pharma Foods International Co., Ltd.1-49, Goryo-Ohara, Nishikyo-ku, Kyoto-shi
Notice of the 28th Annual General Meeting of ShareholdersWe are pleased to announce the 28th Annual General Meeting of Shareholders of Pharma Foods International Co., Ltd. (the "Company"), which will be held as indicated below.
This meeting shall be a general meeting of shareholders without a designated location for the meeting (held exclusively online), as described in the Company's Articles of Incorporation.
The notice of convocation for this meeting shall be provided in electronic format and the measures for providing information in electronic format shall be posted on the following website under "Notice of the 28th Annual General Meeting of Shareholders."
Company website (IR Library, IR documents) https://www.pharmafoods.co.jp/ir/library/docs-4 (in Japanese)
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(To view, access the TSE website listed above, then enter either the Company name "Pharma Foods International" or securities code (2929) and click "Search." Next, click "Basic information" and then choose "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].")
If you cannot attend, have difficulty using the Internet, or if connection errors, etc. prevent you from attending, exercise voting rights in advance either via the Internet or in writing (by Thursday, October 23, 2025, at 6:00 p.m.) (Japan Standard Time).
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Date and Time: Friday, October 24, 2025, at 10:00 a.m. (Japan Standard Time)
(Live streaming start time: 9:30 a.m.)
In the event that the meeting cannot be held on the above date and time due to communication failures or other unforeseen circumstances, it will be postponed to Monday, October 27, 2025, at 10:00 a.m. (Japan Standard Time).
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Venue: The meeting will be held as an entirely virtual general meeting of shareholders.
* The meeting is being held completely online, so there is no venue to visit in person.
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Purpose of the Meeting: Matters to be reported:
The Business Report and the Consolidated Financial Statements for the 28th fiscal year (from August 1, 2024 to July 31, 2025), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
Non-consolidated Financial Statements for the 28th fiscal year (from August 1, 2024 to July 31, 2025)
Matters to be resolved: Company proposals (Proposal No. 1 to Proposal No. 3) Proposal No. 1 Appropriation of Surplus Proposal No. 2 Amendment to the Articles of Incorporation Proposal No. 3 Election of Three Directors Shareholder proposals (Proposal No. 4 to Proposal No. 6) Proposal No. 4 Amendment to the Articles of Incorporation (Holding the Annual General Meeting of Shareholders in a Hybrid Format: Physical Attendance and Online Participation) Proposal No. 5 Amendment to the Articles of Incorporation (Revision of Dividend Policy) Proposal No. 6 Introduction of Performance-Linked Remuneration System for Directors
- Other
The Internet shall be used to transmit information involved in meeting proceedings.
If the proposals on a voting form are not marked as approved or disapproved, it shall be treated as an indication of approval for the Company proposals and disapproval for the shareholder proposals.
If a shareholder casts their vote by exercising their voting rights in advance either via the Internet or in writing (postal mail) and then also exercises their voting rights at the meeting via the Internet, the vote cast in the meeting shall be used. If, however, voting rights are not exercised at the meeting, then the vote cast in advance either via the Internet or in writing (postal mail) shall be used.
The handling of multiple voting rights being exercised is as follows:
If a shareholder exercises their voting rights in duplicate both via the Internet and in writing (postal mail), the vote cast via the Internet shall be deemed valid.
In addition, if a shareholder casts their vote via the Internet multiple times, then only the last vote cast shall be deemed valid.
Paper-based documents stating Electronic Provision Measures Matters are sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include the following matters in accordance with the provisions of laws and regulations and the Company's Articles of Incorporation.
The Audit & Supervisory Board Members and the Financial Auditor have audited the documents subject to audit, including the following matters.
Status of the Financial Auditor
Measures to Ensure the Appropriateness of Business Operations and the Status of Their Implementation
Consolidated Statements of Changes in Equity
Notes to Consolidated Financial Statements
Non-consolidated Statements of Changes in Equity
Notes to Non-consolidated Financial Statements
If revisions to any of the measures for providing information in electronic format are required, such revisions shall be listed on the Company's website and TSE website on page 1.
The Company proposes the appropriation of surplus as follows:
Year-end dividendsIn line with the business policy, which is to balance corporate growth and profitability, the Company maintains the basic policy of improving dividends proactively as returns to our shareholders while expanding proactive investment in research and development, advertising, M&A, etc.
According to our above basic policy on dividends of surplus, etc., after careful consideration of our financial results and financial position in the current fiscal year, we have decided to pay ¥12.5 per share as year-end dividends in the current fiscal year.
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Type of dividend property
Cash
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Allotment of dividend property and their aggregate amount
¥12.5 per common share of the Company Total dividends: ¥360,900,275
Furthermore, the amount of annual dividends for the current fiscal year is ¥25 per share with the inclusion of the interim dividend (¥12.5 per share) paid on April 2, 2025.
- Effective date of dividends of surplus
October 28, 2025
Proposal No. 2 Amendment to the Articles of IncorporationReasons for Proposal
The Company proposes to add business purposes to Article 2 of the current Articles of Incorporation (Purpose) to clarify the content of business and respond to the diversification of the content of business in line with the current condition of the Company's business.
Contents of amendment
The contents of the amendment are as follows:
Current Articles of Incorporation | Proposed amendment |
(Purpose) Article 2 The Company's purpose is to conduct the following businesses. (1) to (24) (Text omitted) (New) (New) (New) (25) (Text omitted) | (Purpose) Article 2 (Unchanged) (1) to (24) (Unchanged)
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