Notice of Convocation of the 53rd Annual Shareholders Meeting (Items Not in Paper Documents Provided upon Request in
Accordance with Laws, Regulations and the Articles of Incorporation
Among the Matters Subject to Electronic Provision Measure)
System to Ensure the Propriety of Business Operations and Its Operational Status in the Business Report
Notes to the Consolidated Financial Statements
Notes to the Non-consolidated Financial Statements
(January 1, 2025 to December 31, 2025)
UNIVERSAL ENTERTAINMENET CORPORATION
In accordance with laws, regulations and Article 25 of the Articles of Incorporation, the three items above are not included in the paper documents provided to shareholders who ask to receive electronically distributed information as paper documents.
At this Annual Shareholders Meeting, regardless of whether or not a request for the delivery of a paper document is made, a paper document containing the above items excluded from the items to be provided electronically will be sent to all shareholders in a uniform manner.
System to Ensure the Propriety of Business Operations and Its Operational Status
System to Ensure the Propriety of Business Operations
Framework to Ensure that the Execution of the Duties of Directors and Employees Complies with Laws and the Articles of Incorporation
The Company shall establish the Business Code of Conduct that serve as a standard of conduct for executives and employees of the Company and its group companies in order to have them comply with laws and the Articles of Incorporation.
In order to maintain a strict compliance system, the entire group shall establish an internal system structure that strictly operates and complies with various rules and regulations for business management and organizational operation.
The Company shall establish and manage an internal reporting system with the involvement of an attorney for the purpose of quickly identifying significant violations of laws and regulations and other serious compliance problems and responding to these problems in a suitable manner. Furthermore, the Company shall establish and manage a framework to prohibit the unjust treatment of individuals who use the internal reporting system or other proper method to submit a report due to the submission of the report.
The Company shall establish an Internal Audit Division that is completely independent from its operating sectors.
Framework Concerning Storage and Control of Information Related to the Execution of Duties by Directors and Employees
The Company has Document Control Rules, Information Control Rules, Personal Information Protection Rules, Basic Rules for Information Systems and other rules to ensure that information storage management and information security management are conducted properly.
The Company discloses corporate information in a timely and suitable manner by using business reports,
financial documents, securities reports and other documents in accordance with the Companies Act, the Financial Instruments and Exchange Act, and the Timely Disclosure Rules.
Regulations Concerning Risk Management of Loss and Other Frameworks
The Company shall establish organizations responsible for administration, which will recognize, comprehend and control various risks associated with its business operations and deal with each risk.
The Company shall develop Risk Management Rules as a basis for its risk management framework and establish a management framework to deal with respective risks continuously with an emphasis on risk prevention in order to minimize losses resulted therefrom.
Framework to Ensure the Effective Execution of Duties by Directors
The Board of Directors shall promote the prompt and effective treatment of business operations based on the
decision making of the Board of Directors by clarifying the responsibility structure and operational processes in business execution through the establishment of the Rules of the Board of Directors, the Executive Officers Rules, the Rules on Division of Responsibilities, the Rules on Administrative Authorities, the Rules of the Internal Approval System, etc.
As a framework to ensure that directors perform their duties efficiently, the Board of Directors holds regular meetings (once a month), Executive Officer meetings (once a month), Domestic Business meetings (twice a
month), Overseas Business meetings (once a month). The objective of this framework is to ensure that the Board of Directors can perform its duties efficiently.
Framework for Ensuring Proper Business Operations of the Group, Consisting of the Company and its Subsidiaries
The Company shall promote the operation and management of the business in accordance with the Subsidiary Management Rules.
The Company and its group companies shall accept audits by Audit & Supervisory Committee and the Internal Audit Division of the Company to establish internal control.
The Company shall, to the extent possible, have its management team concurrently serve as directors of subsidiaries and affiliated companies or take other measures to ensure a system whereby the directors, etc. of subsidiaries and affiliated companies execute their duties efficiently. In addition, the Company and its group companies shall make active personnel exchanges to exchange information among themselves and to establish a cooperative framework.
Framework for ensuring effective audits by the Audit & Supervisory Committee
The Company shall establish an Audit & Supervisory Committee Secretariat in order to support the duties of the Audit & Supervisory Committee and assign employees in charge of performing services for the secretariat ("Supportive Employees").
Personnel changes and treatment of the Supportive Employees shall be implemented with the Audit & Supervisory Committee's approval.
Directors and employees are required to cooperate to ensure that audits are performed with no problems and in the proper environment. Cooperation shall comply with Rules of the Audit & Supervisory Committee, Audit & Supervisory Board Audit Standards, and Standards of the Audit & Supervisory Committee for Implementation of Internal Controls, which are established by the Audit & Supervisory Committee.
Audit & Supervisory Committee Members attend important meetings, including the Executive Officers Conference, and use measures needed to monitor processes used to reach important decisions and how business operations are conducted.
In addition, the Company shall establish and manage a framework to ensure that directors and employees of the Company and its group companies properly submit reports requested by Audit & Supervisory Committee
Members.
When a Director or an employee of the Company and its group companies finds a breach of any law or the Articles of Incorporation, extremely inappropriate business operation or any matters equivalent thereto, the Director or employee shall immediately report it to the Audit & Supervisory Committee. When the Audit & Supervisory Committee request reports, the Director or employee must follow such instruction.
No directors or employees of the Company and its group companies shall suffer any detrimental treatment as a result of their reporting to Audit & Supervisory Committee for matters.
Audit & Supervisory Committee Members can ask for the payment in advance of expenses (including the cost of using external professionals) as needed, and as stipulated in Companies Act Article 399-2, Paragraph 4, to perform the duties of these members. The payment must be made promptly except when, following an
examination, it is determined that the expense is not needed for the Audit & Supervisory Committee Member to perform his or her duties.
Directors and employees must cooperate with the Audit & Supervisory Committee on their audits.
Framework for Elimination of Antisocial Forces
The Company and its group companies shall make it a basic policy to eliminate any relationship with antisocial forces or groups that threaten the order and security of civil society by taking a firm stand against them. The Company shall state such basic policy in its Business Code of Conduct and employee work rules, etc. to ensure that all executives and employees of the Company and its group companies fully understand the said policy, as well as include clauses to eliminate such antisocial parties in contracts, etc. to be concluded with the client companies, thereby establish a system to eliminate any relationship with such antisocial forces and groups.
The Company shall not respond to any unfair requests from antisocial forces and reject any relationship with such forces, while strengthening cooperation with external specialist agencies and professionals such as the police and attorneys, etc., thereby establish a system to eliminate antisocial forces.
Framework to Ensure the Credibility of Its Financial Reports
To ensure the credibility of financial reports, the Company shall establish a basic policy for internal controls involving financial reports for submitting effective and appropriate internal control reports in accordance with the Financial Instruments and Exchange Act. The internal control system for financial reports is supervised by the Representative Director. Moreover, the Company assess the functional adequacy of such system on an ongoing basis and make
corrections to it as necessary.
Overview of operational status of systems to ensure the propriety of business operation
A summary of the status of operation of the system to ensure that the Company's business operations were appropriate during 2025 is as follows.
Members of the Audit & Supervisory Committee, who audit the performance of the directors, are voting members of this board. This system strengthens the oversight of the Board of Directors and, by further upgrading the supervision framework, makes corporate governance even more effective. For these reasons, the Company changed to a Company with an Audit & Supervisory Committee governance structure following the approval of shareholders at an extraordinary shareholders meeting held on July 23, 2025. There were 16 meetings of the Board of Directors in 2025. To ensure that the directors are performing their duties in conformity with laws and to make the performance of directors even more appropriate and efficient, six Non-executive Directors (including two under the previous governance structure) who have no business interest in the Company attended these meetings. Mr. Akiyoshi Kaneko attended 15 out of 16 meetings and other Non-executive Directors attended all meetings. The Audit & Supervisory Board (prior to July 23, 2025) met 17 times and Audit & Supervisory Committee (beginning on July 23, 2025) met nine times.
Directors who are Members of the Audit & Supervisory Committee conduct audits based on the audit plan established by the Audit & Supervisory Committee. These members also set up opportunities to exchange opinions with the President and Representative Director of the Company, other Directors, and the Internal Audit Office, and work together to exchange information, etc. In addition, Directors who are Members of the Audit & Supervisory Committee receive explanations of the audit plan from the Independent Accounting Auditor and reports on the results of the Independent Accounting Auditor's review at quarterly review meetings, and exchange opinions on
accounting issues and other matters. Under the structure prior to the revision dated July 23, 2025, the Audit & Supervisory Board Members conducted audits based on the audit plan established by the Audit & Supervisory Board. These members also set up opportunities to exchange opinions with the President and Representative
Director of the Company, other Directors, the Internal Audit Office, and the Independent Accounting Auditor, and worked together to exchange information, etc.
The Company's Internal Audit Office selected the evaluation of internal controls as a key monitoring item from the viewpoint of materiality when formulating the internal audit plan, and confirmed the maintenance and operation status of controls within the relevant organizations, including inventory evaluation.
Notes
(Note to Significant Items Serving as a Basis for Preparation of the Consolidated Financial Statements)
Matters relating to the scope of consolidation
Number of consolidated subsidiaries and the major consolidated subsidiaries Number of consolidated subsidiaries: 11
The major consolidated subsidiaries: As stated in "1. Current Status of the Corporate Group (3) Parent and
Significant Subsidiaries" in the Business Report
Principal non-consolidated subsidiaries:
IZUMI ORIGINALITY INVESTMENT GROUP CO., LIMITED and seven other companies Reason for exclusion from the scope of consolidation
Non-consolidated subsidiaries are small in size, and their combined total assets, net sales, net income or loss (the amount corresponding to the Company's equity holding) and retained earnings (the amount corresponding to the Company's equity holding) have no material impact on the Company's consolidated financial statements.
Matters relating to application of the equity method
Number of non-consolidated subsidiaries and affiliated companies accounted for by the equity method and the major non-consolidated subsidiaries and affiliated companies accounted for by the equity method
Number of affiliated companies accounted for by the equity method: 2
The major companies: EAGLE I LANDHOLDINGS, INC. ZEEG LLC.
Non-consolidated subsidiaries and affiliates not accounted for by the equity method Names of principal affiliates not accounted for under the equity method
(Non-consolidated subsidiaries) IZUMI ORIGINALITY INVESTMENT GROUP CO., LIMITED and
seven other companies
(An affiliate) Pit Earth Co., Ltd.
Reason for exclusion from the application of the equity method of accounting
The non-consolidated subsidiaries IZUMI ORIGINALITY INVESTMENT GROUP CO., LIMITED and seven other companies) and an affiliate (Pit Earth Co., Ltd.) are not accounted for under the equity method since they have a very minor effect on net income or loss (the amount corresponding to the Company's equity holding) and retained earnings (the amount corresponding to the Company's equity holding), and are relatively insignificant in the context of the consolidated financial statements.
Matters regarding the fiscal year, etc., of consolidated subsidiaries
All consolidated subsidiaries in Japan (five companies) end their fiscal years on March 31. For these five companies, provisional financial statements as of the end of the consolidated fiscal year were used for the preparation of the consolidated financial statements.
Matters regarding accounting policies
Valuation criteria and methods for significant assets
Valuation criteria and methods for securities Available-for-sale securities
Other than securities, etc. without market value:
Market value method. (Valuation differences are treated by the total direct capitalization method and the cost of securities sold is determined by the moving average method.)
Securities, etc. without market value: Cost method based on the moving average method.
Valuation criteria and methods for derivatives Derivatives
Market value method.
Valuation criteria and methods for inventories Merchandise, finished goods, raw materials:
Cost method primarily based on the weighted average costing method. (The amount stated in the balance sheet was calculated by the book value write-down method based on a reduction in profitability.)
