第77期定時株主総会招集ご通知（英文）

(Securities code: 7819)

December 4, 2025 (Start date of measures for electronic provision: November 27, 2025)

Masahide Terada Representative Director and President

SHOBIDO Corporation

2-15-1 Konan, Minato-ku, Tokyo, Japan

We are pleased to inform you that the 77th Annual General Meeting of Shareholders (the "Meeting") of SHOBIDO Corporation (the "Company") will be held as described below.

In convening this Meeting, the Company has taken measures for electronic provision. Matters subject to electronic provision are posted on the following website on the internet.

The Company's website: https://www.shobido-corp.co.jp/ir/event/ (in Japanese)

In addition to the above, the matters are also posted on the following website on the internet.

Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

To find the matters provided electronically, please access the above website, enter and search the Company's name "SHOBIDO" or securities code "7819," and select "Basic information" and then "Documents for public inspection/PR information."

If you are not attending the Meeting in person, you can exercise your voting rights via the internet or in writing. Please review the Reference Documents for the General Meeting included in the matters to be provided electronically, and exercise your voting rights by 5:30 p.m. Japan time, Thursday, December 18, 2025.

• No souvenirs are prepared for shareholders attending the Meeting.

• If you are attending the Meeting in person, please submit the enclosed voting rights exercise form at the reception.

• Any revisions to the matters subject to electronic provision will be posted on the websites where the matters are posted.

• The Company has presented its in-house proprietary products as shareholder benefits to shareholders who hold 3 share units (300 shares) or more of the Company's shares stated or recorded in the Company's shareholder register as of September 30 every year. Furthermore, to shareholders who hold 3 share units (300 shares) or more of the Company's shares as of September 30 every year and have done so consecutively for three years or more, the Company has presented a QUO card worth 1,000 yen in addition to the above as additional benefits for long-term shareholders.

* Shareholders stated or recorded in the shareholder register as of September 30 every year under the same shareholder number four consecutive times or more will be treated as shareholders consecutively holding shares for three years or more.

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The Company has resolved to pay 16.5 yen per share as year-end dividends with an effective date (payment start date) of December 5, 2025 at its Board of Directors meeting held on November 18, 2025, as provided for by its Articles of Incorporation.

If you prefer transfer to your bank deposit account, please confirm the enclosed Dividend Statement and Notice on the Destination of Payment Transfer.

If you prefer distribution of dividends proportional to the number of shares you hold, please confirm the enclosed Dividend Statement and Notice on How to Receive Your Dividends.

If you do not prefer either of the above, please bring the enclosed Dividend Receipt to the head office, a branch or sub-branch of JAPAN POST BANK or a post office near you and receive your dividends during the period from Friday, December 5, 2025 to Friday, January 9, 2026.

The terms of office of all six (6) Directors (excluding Directors serving as Audit and Supervisory Committee Members; hereinafter, the same shall apply in this proposal) will expire at the close of this Meeting. Accordingly, the Company proposes the reduction of the Board of Directors by two (2) members for it to swiftly engage in decision-making and the election of four (4) Directors.

Furthermore, it was confirmed that the Audit and Supervisory Committee had no particular opinions in relation to this proposal.

The details of candidates for Director are as follows:

Notes: 1. There are no special interests between any of the candidates for Director and the Company.

1. Mr. Masahide Terada falls under the Parent Company, etc. stipulated in Article 2, item 4-2 of the Companies Act.

2. The Company has entered into a directors and officers liability insurance (D&O insurance) contract that insures each Director (excluding Directors serving as Audit and Supervisory

Committee Members). The insurance policy covers damages that may arise when the insured assumes liability for the execution of his or her duties or receives a claim related to the pursuit of such liability. The insurance premiums are fully borne by the Company. The insurance policy does not cover damages caused by intent or gross negligence. The Company plans to renew the insurance policy with the same contents during the term of office of each candidate.

The terms of office of all four (4) Directors serving as Audit and Supervisory Committee Members will expire at the close of this Meeting. Accordingly, the Company proposes the election of three (3) Directors serving as Audit and Supervisory Committee Members.

Consent has been obtained from the Audit and Supervisory Committee regarding the submission of this proposal.

The details of candidates for Directors serving as Audit and Supervisory Committee Members are as follows:

Notes: 1. There are no special interests between any of the candidates for Directors serving as Audit and Supervisory Committee Members and the Company.

1. Messrs. Yoshihiro Sakatani, Toru Watanabe, and Ms. Misa Kitazawa are candidates for Outside Director.

2. Messrs. Yoshihiro Sakatani and Toru Watanabe are candidates for Outside Director. The Company has filed an Independent Directors/Auditors Notification to the effect that each of them is an independent director without any concerns over conflicts of interest with general shareholders, which the Tokyo Stock Exchange requires listed companies to designate. If the candidates' election is approved, they will continue to be designated as independent directors. In addition, if the election of Ms. Misa Kitazawa is approved, the Company plans to newly designate her as an independent director.

3. Mr. Toru Watanabe has not been directly engaged in corporate management other than through serving as an outside officer, but the Company deems him capable of performing the duties of an Outside Director serving as an Audit and Supervisory Committee Member as stated in the reason for nomination as candidate for Outside Director.

4. Ms. Misa Kitazawa has not been directly engaged in corporate management, but the Company deems her capable of performing the duties of an Outside Director serving as an Audit and Supervisory Committee Member as stated in the reason for nomination as candidate for Outside Director.

5. The Company has entered into agreements with Messrs. Yoshihiro Sakatani and Toru Watanabe to limit their liability prescribed in Article 423, Paragraph 1 of the Companies Act in accordance with provisions under Article 427, Paragraph 1 of the same Act to the amount provided by laws and regulations. If this proposal is approved as proposed, the Company plans to continue a similar agreement with each of the candidates. In addition, the Company plans to enter into a similar agreement with Ms. Misa Kitazawa.

6. Mr. Toru Watanabe will have served as an Outside Director and a Director serving as an Audit and Supervisory Committee Member of the Company for sixteen (16) years and ten (10) years, respectively, at the close of the Meeting. Mr. Yoshihiro Sakatani will have served as an Outside Director serving as an Audit and Supervisory Committee Member of the Company for ten (10) years at the close of the Meeting.

7. The Company has entered into a directors and officers liability insurance (D&O insurance) contract that insures each Director serving as an Audit and Supervisory Committee Member. The insurance policy covers damages that may arise when the insured assumes liability for the execution of his or her duties or receives a claim related to the pursuit of such liability. The insurance premiums are fully borne by the Company. The insurance policy does not cover damages caused by intent or gross negligence. The Company plans to renew the insurance policy with the same contents during the term of office of each candidate.

Directors, Mr. Kotaro Yoshida and Mr. Tadaaki Toyokura, and Director serving as Audit and Supervisory Committee Member, Mr. Yoshihiro Imamura, will retire at the close of this Meeting due to the expiry of their terms of office. Accordingly, the Company proposes to pay them retirement allowances to reward their services during their terms of office, within a reasonable amount in accordance with certain standards determined by the Company.

The Company also proposes that the, including the amount, the timing and the method of presentation be left to the Board of Directors in the case of the retiring Directors (excluding Directors serving as Audit and Supervisory Committee Members), and to the discussions of the Directors serving as Audit and Supervisory Committee Members in the case of the retiring Director serving as Audit and Supervisory Committee Member.

The Board of Directors has determined this proposal in line with the policy for determining individual Director remuneration, which the Company's Board of Directors has set forth in advance, and the Company, thus, deems it appropriate. Moreover, the Audit and Supervisory Committee has confirmed that there are no matters in particular about which it should express an opinion.

The career summaries of the retiring Directors are as follows:

At the 67th Annual General Meeting of Shareholders held on December 25, 2015, approval was given for the amount of remuneration, etc., for Directors of the Company to be within 200 million yen per year (not including salaries for Directors serving as employees).

The Company has recently decided to introduce a restricted stock compensation plan for the Company's Directors (excluding Directors serving as Audit and Supervisory Committee Members; hereinafter referred to as "the Eligible Director(s)"), as incentive for enhancing the Company's corporate value while also promoting the further sharing of value with the shareholders, and to this end, it asks for the approval of the shareholders to establish a new monetary compensation framework for the allotment of restricted stock, separately from the monetary compensation framework stated above.

The remuneration to be paid to the Eligible Directors according to this proposal will be in the form of either (i) common stock of the Company or (ii) monetary claims as contribution in kind for acquiring the common stock of the Company, and the Eligible Directors shall receive the issue or the disposal of the Company's common stock based on a resolution of the Company's Board of Directors.

The total amount of the Company's common stock or monetary claims to be paid to the Eligible Directors based on this proposal shall be within 40 million yen per year. Additionally, in accordance with this proposal, (i) when remuneration to be paid to Eligible Directors involves granting the Company's common stock instead of paying monetary claims, the common stock is issued or disposed of as remuneration for the Directors, and no payment of money in exchange for the common stock will be required. However, the amount of remuneration to be paid to the Eligible Directors above will be calculated as the amount of the Company's common stock per share to be issued or disposed of based on the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of each board resolution concerning the issuance or disposal of the common stock (or the closing price of the most recent prior trade if no trade was concluded on that day).

On the other hand, in accordance with this proposal, (ii) when monetary claims are provided as

remuneration to be paid to Eligible Directors, to be used as a contribution in kind for acquiring the Company's common stock, the Eligible Directors shall pay in the entirety of the monetary claims provided under this proposal as a contribution in kind and receive issuance or disposal of the Company's common stock. In this case, the payment amount of the Company's common stock per share will be determined at the Board of Directors meeting based on the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of each board resolution (or the closing price of the most recent prior trade if no trade was concluded on that day), ensuring that the amount is not particularly advantageous to the Eligible Directors subscribing to the common stock.

Based on this proposal, the total number of the Company's common stock to be issued or disposed of to the Eligible Directors shall be within 60,000 shares per year. If, however, a stock split of the Company's common stock (including a gratuitous allotment of the Company's common stock) or a reverse stock split is conducted with an effective date set for a day after the resolution of the Shareholders' Meeting, the total number shall be adjusted on and after the effective date to a reasonable extent according to the split or reverse split ratio, as necessary.

Regarding the specific timing and distribution of payments to each Eligible Director, the payment to Directors (excluding Directors serving as Audit and Supervisory Committee Members) shall be decided by the Board of Directors, upon deliberation by the Nomination and Remuneration Committee, a non-statutory committee.

Currently, the number of Directors is six, but if Proposal 1 is approved as originally proposed, the number of Directors will be four.

Moreover, the Audit and Supervisory Committee has confirmed that there are no matters in particular about which it should express an opinion.

Additionally, in accordance with this proposal, the issuance or disposal of the Company's common stock to the Eligible Directors, and in the case of payment of monetary claims as contributions in kind, the provision of such monetary claims shall be conditional upon the conclusion of a restricted stock allotment agreement (the "Allotment Agreement") that includes the following details between the Company and the Eligible Directors.

[Overview of the Allotment Agreement]

1. Transfer restriction period

   Eligible Directors shall not transfer to a third party, create a security interest on, make an inter vivos gift of, or otherwise dispose of any of the Company's common stock allotted under the Allotment Agreement (the "Allotted Shares"), during the period from the date of the allotment to the date on which the Eligible Director retires or resigns from the position of Director or any other position stipulated by the Company's Board of Directors (the "Transfer Restriction Period")

2. Conditions for the lifting of the transfer restrictions

   The Company shall lift the transfer restrictions on all of the Allotted Shares upon expiry of the Transfer Restriction Period, on the condition that the Eligible Director has continuously remained in the position of Director of the Company or any other position stipulated by the Company's Board of Directors during the period stipulated by the Company's Board of Directors (the "Service Period").

   However, if, during the Service Period, the Eligible Director retires or resigns due to a valid reason, or retires or resigns due to death, the Company shall adjust, as necessary, the number of the Allotted Shares for which the transfer restrictions are to be lifted and the timing of lifting of the transfer restrictions, to a reasonable extent.

3. Acquisition without compensation by the Company

   If, during the Service Period, the Eligible Director retires or resigns without a valid reason, the Company shall automatically acquire without compensation the Allotted Shares. Additionally, if any Allotted Shares for which transfer restrictions have not been lifted remain at the time of expiry of the transfer restrictions, as prescribed in paragraph (2) above, the Company shall automatically acquire without compensation such shares. Any other reasons for the acquisition without compensation shall be determined in the Allotment Agreement, by a resolution of the Company's Board of Directors.

4. Treatment in organizational restructuring, etc.

   Notwithstanding the stipulations in paragraph (1) above, if, during the Transfer Restriction Period, matters concerning a merger agreement in which the Company becomes the non-surviving company, a share exchange agreement or a share transfer plan in which the Company becomes a wholly-owned subsidiary, or any other reorganization, etc., are approved at the Company's General Meeting of Shareholders (however, if such reorganization, etc., does not require approval by the Company's General Meeting of Shareholders, then at a meeting of the Company's Board of Directors), the Company shall, by a resolution of the Company's Board of Directors, adjust, as necessary, the number of the Allotted Shares for which the transfer restrictions are to be lifted and the timing of lifting of the transfer restrictions, to a reasonable extent. In such cases, if any Allotted Shares for which transfer restrictions have not been lifted remain at the time of expiry of transfer restrictions, the Company shall automatically acquire without compensation such shares.

5. Other matters

Other matters relating to the Allotment Agreement shall be determined by the Company's Board

of Directors.

[Reason why the payment of remuneration based on this proposal is appropriate]

The stock compensation plan based on this proposal aims to provide incentive to the Eligible Directors for enhancing the Company's corporate value while also promoting the further sharing of value with the shareholders, and the maximum amount of remuneration, the total number of shares of the Company's common stock to be issued or disposed of and other conditions for the granting of restricted stock to the Eligible Directors based on this proposal have been determined in consideration of the above purpose, the Company's business conditions and other various circumstances. Furthermore, to ensure the appropriateness of the restricted stock compensation plan, this proposal has been resolved by the Board of Directors upon discussion and receiving recommendations from the Nomination and Remuneration Committee, a non-statutory committee. For these reasons, the Company deems the payment of remuneration based on this proposal to be appropriate.