(English Translation)
This English translation is an abridged version of the original document in Japanese. In the event of any discrepancy, the Ja panese version prevails.
To Our Shareholders:
Stock code: 6425
July 8, 2025
Tomohiro Okada, Representative Director and President Universal Entertainment Corporation
Ariake Frontier Building Tower A, 7-26, Ariake 3-chome, Koto-ku, Tokyo
Notice of Convocation of the Extraordinary Shareholders MeetingWe would like to take this opportunity to thank you for your support of Universal Entertainment Corporation ("Universal Entertainment" or the "Company"). We will hold the Extraordinary Shareholders Meeting as follows.
In accordance with the electronic provision measure as provided for in Article 325 -3 of the Companies Act, items provided electronically can be viewed using the internet on the following websites. Please use any of these websites to view this information.
Universal Entertainment website
https://www.universal-777.com
(After accessing this website, use the menu (or three-line icon on the upper right) to select, in order, Company/IR, Investor Information and IR Library. Reference documents are in the shareholders meeting column.)
Website for shareholders meeting reference documents
https://d.sokai.jp/6425/25260872/
Tokyo Stock Exchange website (Listed company information service)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(After accessing the Tokyo Stock Exchange website, enter Universal Entertainment in the company name box or 6425 in the securities code box and click search. On the Universal Entertainment pageselect Basic Information and then Documents for public inspection/PR information. Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting are in the filed information available for public inspection section.)
If you are unable to attend the meeting, you may exercise your voting rights in writing or by using the internet. Please review the Reference Documents for the Extraordinary Shareholders Meeting on pages 5 to 21 and, as explained in "Exercising your voting rights" on the pages 3 and 4, submit your votes by no later than 6:00 p.m. on Tuesday, July 22, 2025.
Details- Date and Time Wednesday, July 23, 2025 at 10:00 a.m. (The reception desk will open at 9:00 a.m.)
-
Place TFT Hall 300, TFT Building West 2F 3-4-10, Ariake, Koto-ku, Tokyo
(Please note that this location is different from the one used for the Annual Shareholders Meeting, which takes place every March.)
- Meeting Agenda Proposals to be resolved:
At this shareholders meeting, shareholders can submit their votes using the internet, including from a smartphone. (More information is in the section titled "Exercising your voting rights" on pages 3 and 4.)
When you attend the meeting in person, please submit the Voting Rights Exercise Form that is enclosed with this shareholders meeting notice at the reception desk.
If there are revisions to the electronically distributed information, notification of the revisions and the information before and after revisions will be posted on the three websites listed at the beginning of this shareholders meeting notice.
At this shareholders meeting, regardless of whether or not a request for the delivery of a paper document is made, a paper document containing the items to be provided electronically will be sent to all shareholders in a uniform manner.
Exercising your voting rights
The right to vote at the General Meeting of Shareholders is an important right of all shareholders.
Please exercise your voting rights after reviewing the Reference Documents for the Shareholders Meeting shown below.
There are three ways to exercise your voting rights.
For those who want to attend the meeting
Please present the Voting Rights Exercise Form that is enclosed with this shareholders meeting notice at the reception desk on arrival at the meeting.
Time and Date
Wednesday, July 23, 2025 10:00 a.m. (The reception desk will open at 9:00 a.m.)
For those who want to submit your votes in writing (by post)
Please vote on the proposals in the Voting Rights Exercise Form that is enclosed with this shareholders meeting notice, and return it.
Deadline
Tuesday, July 22, 2025
6:00 p.m. (JST)
For those who want to submit your votes by using the internet
Indicate your approval or disapproval of the proposals by following the instructions below.
Deadline
Tuesday, July 22, 2025
6:00 p.m. (JST)
How to Fill Out Your Voting Rights Exercise Form
Please indicate your for or against of each proposal here.
If you approve of the proposal, put a circle in the box marked 賛 [For].
If you disapprove of the proposal, put a circle in the box marked 否 [Against].
Proposal No. 2 and No. 3
If you approve of all of the candidates, put a circle in the box marked 賛 [For].
If you disapprove of all of the candidates, put a circle in the box marked 否 [Against].
If you disapprove of some of the candidates, put a circle in the box marked 賛 [For], and indicate the numbers for the candidates that you disapprove of.
Proposal No.1, No. 4 and No. 5
Voting Rights Exercise Form
If you vote both in writing (by post) and via the internet, only the internet voting will be valid. Further, if you vote more than once via the internet, only your last vote will be valid. Votes left blank for one or more agenda items will be counted as "for" votes.
Exercising Your Voting Rights via the Internet
"Smart Vote" method (By scanning the QR code)
"Voting Code/Password Input" method
You can simply access the shareholder voting website without entering your voting code and password.
Shareholder voting website
https://www.web54.net
Please scan the QR code located on the bottom right of the voting rights exercise form.
Please access the shareholder voting website.
*QR code is a trademark of DENSO WAVE INCORPORATED.
Next, indicate your approval or disapproval of the proposals by following the instructions on the screen.
Click "Registration"
Enter the
"Initial Password"
Set a new password that you will actually use.
You can exercise your voting rights only once via "Smart Vote."
If you need to make a correction to the content of your vote after you have exercised your voting rights, please log in by entering your voting code and password for the PC site to make the correction.
* If you scan the QR code again, you can go to the PC site.
Please enter the "Password" given on the voting rights exercise form.
Please input "For" or "Against" following the instructions displayed on the screen.
Enter the "Voting Code"
Click "Login"
Please enter the "Voting Code" given on the voting rights exercise form.
Click "Next"
If you have questions about using a PC, smartphone or other phone for submitting your vote via the internet, please contact the number on the right:
Sumitomo Mitsui Trust Bank, Limited, Securities Agent
Web Support Hotline
0120-652-031 (Toll Free)
(9:00 to 21:00)
Reference Documents for the Extraordinary Shareholders Meeting Proposal No. 1: Partial Changes to the Articles of IncorporationReasons for proposal
The Company plans to change the status of members of the Audit & Supervisory Board, which oversees the performance of the directors, to members of the Board of Directors with the right to cast votes at meetings of the directors. Making this change is expected to strengthen corporate governance by upgrading the supervisory function of the Board of Directors and creating a more powerful framework for the oversight of management. As a result, the Company plans to change to the company with an Audit & Supervisory Committee system. The proposed revisions to the Articles of Incorporation include new provisions for directors who are Audit & Supervisory Committee members, rules for this committee, deletions of provisions concerning Audit & Supervisory Board members and its board, and other required changes.
In addition, revisions to numbers, wording and other items as needed in conjunction with the proposed changes in the preceding section.
Effective date of changes to the Articles of Incorporation
These changes to the Articles of Incorporation will be effective at the conclusion of this Shareholders Meeting.
Description of changes
Contents of proposed changes are as follows.
(Parts to be changed have been underlined.)
Existing Articles | Proposed Changes |
Chapter 1. General Provisions Articles 1-3 (Text omitted) (Organs) Article 4 The Company establishes the following organs other than Shareholders' Meeting and Directors:
Article 5 (Text omitted) Chapter 2. Shares Articles 6-11 (Text omitted) (Administrator of Shareholder Registry) Article 12 (Text omitted)
| Chapter 1. General Provisions Articles 1-3 (No changes) (Organs) Article 4 The Company establishes the following organs other than Shareholders' Meeting and Directors:
Article 5 (No changes) Chapter 2. Shares Articles 6-11 (No changes) (Administrator of Shareholder Registry) Article 12 (No changes)
|
