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DYNAM JAPAN HOLDINGS Co., Ltd. Proxy Solicitation & Information Statement 2026

Jun 2, 2026

51076_rns_2026-06-02_71a2105f-6893-4607-82e2-1a9a64c6b8bf.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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DYNAM JAPAN HOLDINGS Co., Ltd.

(incorporated in Japan with limited liability)

(Stock code: 06889)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of DYNAM JAPAN HOLDINGS Co., Ltd. (the "Company") will be held at Headquarters Building of Dynam Co., Ltd. located at 2-27-5 Nishi-Nippori, Arakawa-ku, Tokyo, Japan on Thursday, 25 June 2026 at 10:00 a.m. (Japan time) for the following purposes:

MATTERS TO BE REPORTED

Report on the Business Report and the Financial Statements, and report on results of the audit by the Accounting Auditor and the review by the Audit Committee on the Financial Statements for the 15th fiscal year (from 1 April 2025 to 31 March 2026)

MATTERS TO BE RESOLVED

First Resolution
General Mandate to Allot, Issue and Deal in Shares

Second Resolution
General Mandate to Repurchase Shares

Third Resolution
Proposed Election of Eight (8) Directors

Fourth Resolution
Proposed Election of an Auditor pursuant to the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited

By order of the Board

DYNAM JAPAN HOLDINGS Co., Ltd.

Akira HOSAKA

Chairman of the Board

Tokyo, Japan, 3 June 2026

Registered office and headquarters:
2-25-1-702 Nishi-Nippori, Arakawa-ku
Tokyo, 116-0013, Japan

Principal place of business in Hong Kong:
Unit 1, 32/F, Hong Kong Plaza,
188 Connaught Road West, Hong Kong

As of the date of this announcement, the executive director of the Company is Mr. Akira HOSAKA, the non-executive directors of the Company are Mr. Yoji SATO and Mr. Kohei SATO, and the independent non-executive directors of the Company are Mr. Mitsutoshi KATO, Mr. Thomas Chun Kee YIP, Mr. Kiyohito KANDA, Mr. Koji KATO and Ms. Mayumi ITO.


This document has been prepared in compliance with the Companies Act of Japan (the "Companies Act") and the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

3 June 2026

Akira HOSAKA, Director and Chief Executive Officer
DYNAM JAPAN HOLDINGS Co., Ltd.
2-25-1-702 Nishi-Nippori, Arakawa-ku, Tokyo, Japan

CONVOCATION NOTICE

FOR THE 15TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

NOTICE IS HEREBY GIVEN THAT the 15th Annual General Meeting of Shareholders (the "Meeting") of DYNAM JAPAN HOLDINGS Co., Ltd. (the "Company") will be held as detailed hereinafter, and your attendance is cordially requested.

Particulars:

  1. Date and time: Thursday, 25 June 2026 at 10:00 a.m., Japan time (Reception starts at 9:30 a.m.)
  2. Location: Headquarters Building of Dynam Co., Ltd.
    2-27-5 Nishi-Nippori, Arakawa-ku, Tokyo, Japan

  3. Agenda of the Meeting:

Matters to be Reported

Report on the Business Report and the Financial Statements, and report on results of the audit by the Accounting Auditor and the review by the Audit Committee on the Financial Statements for the 15th fiscal year (from 1 April 2025 to 31 March 2026)

Matters to be Resolved

  • First Resolution: General Mandate to Allot, Issue and Deal in Shares
  • Second Resolution: General Mandate to Repurchase Shares
  • Third Resolution: Proposed Election of Eight (8) Directors
  • Fourth Resolution: Proposed Election of an Auditor pursuant to the Listing Rules

  • Rules on Convocation for the Meeting

(1) If shareholders (in the case of a corporation, its representative) attend the Meeting in person

Shareholders of the Company (the "Shareholders") will be requested to confirm their identity at the reception. Please bring a piece of identification such as a passport or driver's license.

(2) If proxies attend the Meeting

Please fill out the required information on the proxy form, and make sure that the Shareholder himself/herself signs the proxy form. If the Shareholder is a corporation, the person registered in advance as the signatory must sign the proxy form, or the representative of the corporation must sign or affix his/her name and seal.


Proxies are requested to bring the above-mentioned proxy form and submit it to the reception desk of the Meeting on the day thereof.

Proxies will be asked to confirm their identity at the reception. Please bring a piece of identification such as a passport or driver's license to confirm your identity as the person named on the proxy form.

(3) If Shareholders appoint the chairman of the Meeting as their proxies

Please fill out the required information on the proxy form (please do not fill out the spaces for the home or main office address of the proxy and name of the proxy), and make sure that the Shareholder himself/herself signs this proxy form. If the Shareholder is a corporation, the person registered in advance as the signatory must sign the proxy form, or the representative of the corporation must sign or affix his/her name and seal.

Please send the proxy form, filled in with the required information excluding the home or main office address of the proxy and name of the proxy and signed personally by the Shareholder by mail to the location of the Meeting by no later than the date of the Meeting OR deposit such proxy form at the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

(Note) In the event that no indication of approval or disapproval of a resolution is made in the proxy form mailed or submitted, or if different intentions are expressed for the same resolution, the proxy shall be deemed to have been granted the authority to vote for, against or abstain.

  1. Other Precautions

(1) All resolutions set out in this convocation notice (the "Notice") will be decided by poll at the Meeting in accordance with Rule 13.39(4) of the Listing Rules.

(2) Shareholders having voting rights recorded in the most recent share registry as of 22 May 2026 shall be deemed to be Shareholders permitted to attend and vote at the Meeting.

(3) Shareholders who intend to cast their votes in different ways (i.e. partly for and partly against a resolution) are requested to notify the Company in writing of their intention to do so and the reason therefor no later than 3 days before the Meeting.

(4) Beneficial owners of the shares of the Company (the "Shares") who hold pecuniary interests and voting rights in the Company with respect to the Shares deposited into the Central Clearing and Settlement System ("CCASS") and registered in the name of HKSCC Nominees Limited ("HKSCC Nominees") (the "CCASS Beneficial Owners") are not recognised as Shareholders under Japanese law. HKSCC Nominees will exercise the voting rights entitled by the CCASS Beneficial Owners in accordance with the predetermined arrangements between HKSCC Nominees and the CCASS Beneficial Owners and the general operational rules of CCASS.

(5) For the avoidance of doubt, no voting rights may be exercised in respect of any treasury Shares at the Meeting.

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APPENDIX I

BUSINESS REPORT

(1 April 2025 to 31 March 2026)

1. THE COMPANY AND ITS SUBSIDIARIES (THE "GROUP")

(1) Progress of Business and Results

During the fiscal year under review, the Japanese economy maintained a moderate recovery trend, though it continued to face domestic and international uncertainties. Personal consumption remains firm, supported by wage increases and an improving employment environment. Capital investment remained robust, driven primarily by labor-saving and digital-related investments amid a worsening labor shortage, and served as a key driver of economic growth. Prices remained at high levels due to persistently high energy and raw material prices and rising labor costs, putting pressure on household budgets and corporate earnings. This fiscal year under review was a year in which risks of a slowdown in overseas economies, geopolitical risks, and fluctuations in international commodity markets were recognized as factors contributing to uncertainty regarding the outlook for the Japanese economy.

In the pachinko hall industry, the number of players has seen a slight increase. While pachislot machines—particularly smart pachislot machines—are gaining popularity among customers, pachinko machines continue to struggle. The number of halls continues to decline, particularly among small and medium-sized halls, leading to an increasing oligopoly dominated by national chains and major regional companies.

Given this economic environment, regarding our Group's pachinko hall business, while we opened two new halls, we closed six unprofitable halls; as a result, the number of halls stood at 423 at the end of the fiscal year under review.

The newly opened Dynam Shiga Hikone and Dynam Nagano Ueda halls both feature more pachislot machines than pachinko machines, in response to current market demand. In addition, we completed renovations to increase the number of pachislot machines at 119 locations, resulting in a net increase of 4,985 pachislot machines compared to the end of the previous fiscal year.

Furthermore, we have established Next Play's Co., Ltd. and plan to enter the crane game market. By effectively utilizing the assets of closed group pachinko halls and leveraging the expertise cultivated through our pachinko hall business, we aim to provide everyday entertainment that differs from that offered by pachinko halls.

In our aircraft leasing business, we purchased two aircraft and one engine during the fiscal year under review, bringing our total fleet to 12 aircraft and one engine. Including aircraft owned by other companies, we currently manage a total of 19 aircraft and two engines. We will continue to expand our business by offering aircraft leasing and aircraft management services to investors in Japan.

As a result of the above, non-consolidated operation results of the Company for the fiscal year under review showed net sales of ¥4.252 billion (71.2% of the previous year), ordinary income of ¥3.197 billion (65.7% of the previous year), and net income of ¥3.222 billion (65.8% of the previous year), mainly due to dividend income from subsidiaries.

As for consolidated operation results of the Company for the same fiscal year (Note), operating revenue was ¥123.186 billion (97.7% of the previous year), operating income was ¥9.154 billion


(83.4% of the previous year) and net profit attributable to owners of the parent was ¥2.63 billion (64.9% of the previous year).

(Note) The figures of the consolidated operation results are from the consolidated financial statements that have been prepared pursuant to the International Financial Reporting Standards which we voluntarily disclose for information purposes and are not audited by the accounting auditor.

(2) Financing

1) Financing of the Company

Not applicable.

2) Financing of the Group

During the fiscal year under review, in addition to making scheduled repayments of existing loans, the Company has been working to optimize its cash and deposit balance in anticipation of future funding needs of the Group. In our pachinko business, we raised 8 billion yen through bank loans to finance capital expenditures, including the opening of new locations and the installation of additional pachislot machines. In addition, in our aircraft leasing business, we purchased two state-of-the-art aircraft and one aircraft engine to strengthen our Group's market presence. In connection with this, we have raised approximately US$140 million through foreign currency-denominated borrowings.

In addition, of the interest-bearing debts in foreign currency-denominated borrowings, ¥41.359 billion are in the form of non-recourse loans. Such non-recourse loans are repaid from the lease payments received from the lessee, and the Group is under no obligation to repay beyond that, thereby financial risk is reduced.

As a result of the above, as at the end of the fiscal year under review, the amount of cash and deposits was ¥36.828 billion, an increase of ¥0.804 billion from the previous year; and the amount of interest-bearing debt increased by ¥23.613 billion to ¥110.687 billion.

Please note that the Group is making efforts to streamline funds through the introduction of Cash Management System (CMS) that allows the central management of funds for each subsidiary of the Group.

(Note) The figures of the financing of the Group are from the consolidated financial statements that have been prepared pursuant to the International Financial Reporting Standards which we voluntarily disclose for information purposes and are not audited by the accounting auditor.

(3) Capital Expenditure

1) Capital Expenditure of the Company

Not applicable.

2) Capital Expenditure of the Group

Capital expenditures of the Group for the fiscal year under review totalled ¥10.002 billion, mainly for the acquisition of buildings, structures, and store facilities in the pachinko hall business.

(Note) The figures of the capital expenditure of the Group are from the consolidated financial statements that have been prepared pursuant to the International Financial Reporting Standards which we voluntarily disclose for information purposes and are not audited by the accounting auditor.


(4) Management Issues

1) Increasing customer numbers and profitability

In 2025, with the release of “LT (Lucky Trigger) 3.0 Plus” for pachinko and “BT (Bonus Trigger)” for pachislot, we anticipate the introduction of new gaming machines featuring innovative gameplay designed to meet a wide range of customer needs. The Group will also conduct detailed analyses of customer needs and strive to further strengthen our competitive edge. Furthermore, while closing and withdrawing from unprofitable halls, we will pursue leasing arrangements that utilize assets after withdrawal and transition into different business sectors, aiming to improve profitability and generate funds for investment in existing halls.

2) Pursuing low-cost management

The Group operates a high percentage of low playing cost machines so that customers can enjoy playing machines at lower prices. Because operating revenues and profits are lower for low playing cost machines compared to the high playing cost machines, technologies and know-how to achieve low-cost management are required. Taking advantage of having the largest number of stores in Japan, the Group will promote further low-cost management by, among others, standardization of hall operations, bulk purchases of building materials, equipment, and supplies, and partial internalization of outsourced work.

3) Strengthening internal control

The Group has established the Group Internal Control Committee, made the internal control systems of the Group based on the “Basic Policy for Internal Control” decided by the board (the “Board”) of directors (the “Directors”) of the Company, checked and improved the systems according to the change of laws and regulations. The Group has in place the Group risk management committee, grasp the intrinsic risk of the whole Group comprehensively and resolve issues related to the risk management.

(5) Trends in Property and Gains (Losses)

1) Trends in Property and Gains (Losses) of the Company:

Classification 12th Fiscal Year 13th Fiscal Year 14th Fiscal Year 15th Fiscal Year
Fiscal Year ended 31 March 2023 Fiscal Year ended 31 March 2024 Fiscal Year ended 31 March 2025 Fiscal Year ended 31 March 2026 (Current Fiscal Year)
Net sales (Millions of yen) 4,631 4,477 5,970 4,252
Operating income (Millions of yen) 3,781 3,599 4,865 3,197
Net income (Millions of yen) 3,771 3,585 4,896 3,222
Earnings per Share (Yen) 5.25 5.07 7.03 4.63
Total assets (Millions of yen) 101,649 114,736 105,978 108,846
Total net assets (Millions of yen) 87,801 86,371 87,786 87,196
Net assets per Share (Yen) 123.06 124.02 126.05 126.11

2) Trends in Property and Gains (Losses) of the Group:

Classification International Financial Reporting Standard (“IFRS”)
12th Consolidated Fiscal Year 13th Consolidated Fiscal Year 14th Consolidated Fiscal Year 15th Consolidated Fiscal Year
Fiscal Year ended 31 March 2023 Fiscal Year ended 31 March 2024 Fiscal Year ended 31 March 2025 Fiscal Year ended 31 March 2026 (Current Consolidated Fiscal Year)
Revenue (Millions of yen) 117,206 130,363 126,076 123,186
Operating profit (Millions of yen) 6,764 8,983 10,972 9,154
Net profit attributable to owners of the Company (Millions of yen) 1,806 3,384 4,009 2,603
Basic earnings per Share (Yen) 2.52 4.78 5.76 3.74
Total assets (Millions of yen) 325,608 366,045 349,386 382,248
Equity attributable to owners of the Company (Millions of yen) 128,425 131,485 131,323 132,752
Equity attributable to owners of the Company per Share (Yen) 180.00 188.79 188.56 191,99

(Note)
The above figures were from the consolidated financial statements that have been prepared pursuant to the IFRS which we voluntarily disclose for information purposes and are not audited by the accounting auditor.

(6) Important Parent Company and Subsidiaries

1) Status of parent company

Not applicable.

2) Important subsidiaries

(As of 31 March 2026)

Name of Company Capital Stock Ratio of Voting Rights Principal Business Description
DYNAM Co., Ltd. ¥5,000 million 100% Operation of pachinko halls
Yume Corporation Co., Ltd. ¥50 million 100% Operation of pachinko halls
Cabin Plaza Co., Ltd. ¥10 million 100% Operation of pachinko halls
DYNAM Business Support Co., Ltd. ¥100 million 100% Property Management and Hall Development
Nihon Humap Co., Ltd. ¥100 million 100% Restaurant and Cleaning Services
Dynam Hong Kong Co., Limited HK$0.9 billion 100% Investment businesses in Asian regions
Dynam Aviation Ireland Limited US$1 million 100% Aircraft Lease

3) Matters of Specified Wholly-Owned Subsidiary

(As of 31 March 2026)

Name Address Total Book Value Total Assets
DYNAM Co., Ltd. 2-27-5 Nishi-Nippori, Arakawa-ku, Tokyo ¥49,701 million ¥108,846 million
Dynam Aviation Ireland Limited 32 Molesworth Street, Dublin2, D02Y512, Ireland ¥32,007 million

(7) Principal Business Description

The Company, as a pure holding company, coordinates the management of the entire Group.

The principal businesses of the Group are as follows.

(As of 31 March 2026)

Business Segment Principal Business Description
Pachinko Hall Operation of pachinko halls
Real Estate Development Real estate management and development of halls
Restaurant Business Operation of restaurants adjacent to pachinko halls
Cleaning Business Cleaning services in pachinko halls, hotels, offices, etc.
Investment Business Investment in businesses in Asian regions
Aircraft Leasing Business Aircraft Lease

(8) Principal Business Premises

1) The Company

(As of 31 March 2026)

Head Office 2-25-1-702 Nishi-Nippori, Arakawa-ku, Tokyo, Japan
Principal place of business in Hong Kong Unit 1, 32/F, Hong Kong Plaza, 188 Connaught Road West, Hong Kong

2) Principal Subsidiaries

(As of 31 March 2026)

| DYNAM Co., Ltd. | Head Office
Pachinko Halls
Distribution Centers | 2-27-5 Nishi-Nippori, Arakawa-ku, Tokyo, Japan
389 halls in 46 prefectures in Japan
16 locations in 16 prefectures in Japan |
| --- | --- | --- |
| Yume Corporation Co., Ltd. | Head Office
Pachinko Halls | 195-1 Funahara-cho, Toyohashi, Aichi, Japan
29 halls in 17 prefectures in Japan |
| Cabin Plaza Co., Ltd. | Head Office
Pachinko Halls | 6-5-8 Kanamachi, Katsushika-ku, Tokyo, Japan
5 halls in 3 prefectures in Japan |
| DYNAM Business Support Co., Ltd. | Head Office | 6-5-8 Kanamachi, Katsushika-ku, Tokyo, Japan |
| Nihon Humap Co., Ltd. | Head Office | 5-15-7 Nishi-Nippori, Arakawa-ku, Tokyo, Japan |
| Next Play’s Co., Ltd. | Head Office | 2-25-1-702 Nishi-Nippori, Arakawa-ku, Tokyo, Japan |
| Dynam Hong Kong Co., Limited | Head Office | Unit 1, 32/F, Hong Kong Plaza, 188 Connaught Road West, Hong Kong |
| Dynam Aviation Ireland Limited | Head Office | 32 Molesworth Street, Dublin 2, D02Y512, Ireland |

(9) Status of Employees

1) Number of employees in the Company

(As of 31 March 2026)

Number of Employees Changes from the End of the Previous Fiscal Year
25 -5

(Notes)

  1. The above number refers to the number of employees at work in the Company. Apart from the above, the Company employed 1 temporary employee (average number of employees during the consolidated fiscal year under review).
  2. Number of employees includes secondees to the Company, and excludes secondees from the Company.

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2) Number of employees in the Group
(As of 31 March 2026)

Number of Employees Changes from the End of the Previous Fiscal Year
4,084 -229

(Note) The above number refers to the number of employees at work in the Group. Apart from the above number, there are 7,992 temporary employees (average number of employees during the consolidated fiscal year under review).

(10) Major Lenders
(As of 31 March 2026)

Lenders Outstanding Borrowings
Mizuho Bank, Ltd. ¥4,500 million
Sumitomo Mitsui Banking Corporation ¥3,000 million
  1. MATTERS RELATED TO THE SHARES IN THE COMPANY (As of 31 March 2026)

(1) Total Number of Shares Authorized for Issue: 2,520,000,000 Shares
(2) Total Number of Issued Shares: 696,443,096 Shares (including 5,000,000 treasury Shares)
(3) Number of Shareholders: 134 Shareholders
(4) Major Shareholders (Ten Largest Shareholders):

Major Shareholders Investment in the Company
Number of Shares Held (Thousands of Shares) Shareholding Ratio (%)
Sato Aviation Capital Limited 187,522 27.12
HKSCC Nominees Limited 131,764 19.06
Rich-O Co., Ltd. 95,810 13.86
Eurasia Foundation (from Asia) 80,000 11.57
Kohei SATO 49,639 7.18
DYNAM Suppliers Stock Ownership Plan 21,683 3.14
Masahiro SATO 19,579 2.83
DYNAM Employees Stock Ownership Plan 15,049 2.18
Shigehiro SATO 14,939 2.16
LAPULE, Ltd. 14,580 2.11

(Notes)
1. Shareholding ratio is calculated excluding treasury Shares (5,000,000 Shares).
2. Number of Shares held is stated based on the number of Shares beneficially held by the relevant shareholder.
3. HKSCC Nominees Limited is a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited, and the nominee shareholder of the Company's shares listed on the Stock Exchange that are deposited in the account of the CCASS.

(5) Other Important Matters Related to Shares:

1) Share Repurchase

To implement flexible capital policy to cope with change of management environment and improve capital efficiency, the Company resolved to grant the general mandate to repurchase


Shares at the annual general meetings held on 24 June 2025. The details of the share repurchase based on such resolution are as follows:

Date of board resolution Share repurchase period Number of Shares repurchased
24 June 2025 From 12 March 2026 to 31 March 2026 5,000,000

2) Cancellation of Repurchased Shares

Not applicable.

  1. STOCK ACQUISITION RIGHTS

Not applicable.

  1. COMPANY OFFICERS

(1) Directors and Executive Officers

(As of 31 March 2026)

Name Position and Area of Responsibilities in the Company Responsibilities and Other Significant Concurrent Offices Held
Mr. Akira HOSAKA Executive Director, Chairman of the Board, President, CEO, Member of Nomination Committee and Member of Remuneration Committee President and Representative Director of DYNAM Co., Ltd.
Mr. Yoji SATO Non-executive Director Executive Director of Dynam Hong Kong Co., Limited and Chairman of Eurasia Foundation (from Asia)
Mr. Kohei SATO Non-executive Director
Mr. Mitsutoshi KATO Independent Non-executive Director, Chairman of Nomination Committee and Chairman of Remuneration Committee
Mr. Thomas Chun Kee YIP Independent Non-executive Director and Member of Audit Committee Practicing Director (Hong Kong Certified Public Accountant) of AIP Partners C.P.A. Limited
Mr. Kiyohito KANDA Independent Non-executive Director and Chairman of Audit Committee Tax Accountant
Mr. Koji KATO Independent Non-executive Director and Member of Audit Committee Attorney-at-law
Ms. Mayumi ITO Independent Non-executive Director, Member of Nomination Committee and Member of Remuneration Committee

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Name Position and Area of Responsibilities in the Company Responsibilities and Other Significant Concurrent Offices Held
Mr. Seiji OBE Executive Officer Executive Director and CEO of Dynam Hong Kong Co., Limited, Director of Dynam Aviation Ireland Limited and Managing Director of DYNAM Co., Ltd.
Mr. Kimiharu SATO Executive Officer Managing Director of DYNAM Co., Ltd. Representative Director of Next Play's Co., Ltd.
Mr. Kenichi HIGAKI Executive Officer

(Notes)
1. Messrs. Mitsutoshi KATO, Thomas Chun Kee YIP, Kiyohito KANDA and Koji KATO and Ms. Mayumi ITO are Outside Directors as prescribed under Article 2, Item 15 of the Companies Act and independent non-executive Directors pursuant to the Listing Rules.
2. Mr. Kiyohito KANDA, the chairman of the Audit Committee, is a tax accountant and has adequate knowledge and insight in finance and accounting.
3. Mr. Thomas Chun Kee YIP, a member of the Audit Committee, a Hong Kong Certified Public Accountant, is currently serving as tax advisor in Hong Kong. He has adequate knowledge and insight in finance and accounting.
4. Mr. Koji KATO, a member of the Audit Committee, is an attorney-at-law. Having served as outside company auditor in other companies, he has adequate knowledge and insight in finance and accounting.
5. The Company has assigned to the Audit Committee Secretariat a full-time audit assistant for supporting the duties of the Audit Committee, and so has not selected a full-time member of the Audit Committee.

(2) Remuneration Committee's Policies for Determining Remuneration for Directors and Executive Officers, and its Description

At the Remuneration Committee meeting, a resolution was passed to revise the method of payment of executive remunerations and bonuses as follows.

1) The principle applicable to the remuneration for Directors and Executive Officers

Remuneration level for each of the Directors and Executive Officers shall be individually determined at an amount commensurate with the role expected, as well as the responsibility required in each position, in view of the standard at the industry peers as well as private businesses of equivalent scale in the similar sectors.

2) Remuneration for Directors

Remuneration for Directors shall be comprised of fixed remuneration and performance-related bonus.

A fixed remuneration shall be set based on the remuneration rank which is decided considering the rank and role, and the classification of whether the Director is full-time or part-time in the Group.

Bonus shall be determined by the level of performance of the Company.

Director's remuneration shall not be payable to a Director concurrently serving as an Executive Officer.


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3) Remuneration for Executive Officers

Remuneration for Executive Officers consists of fixed remuneration and performance-related bonus and a fixed remuneration shall be set based on each Executive Officer's rank and role and a bonus shall be determined by the level of performance of the Company.

(3) Total Amount of Remuneration for Directors and Executive Officers

(From 1 April 2025 to 31 March 2026)

Classification Number of Officers Total amount of paid remuneration
Non-executive Directors
(of which, Independent Non-executive Directors) 7^{(※)}
(5) ¥44 million
(¥32 million)
Executive Officers 4^{(※)} ¥121 million

(Notes)
1. Amounts are rounded off to the nearest million yen.
2. No other form of remuneration other than money is paid as the remuneration for Directors and Executive Officers.
(※) As of the end of the fiscal year under review, there are eight (8) Directors (including five (5) independent non-executive Directors and one (1) Executive Director concurrently serving as Executive Officer) and three (3) Executive Officers. Please note that the remuneration for Director shall not be paid to a Director concurrently serving as an Executive Officer.

(4) Outline of the contracts for limitation of liability

Not applicable.

(5) Directors' and Officers' Liability Insurance

The Company has concluded a directors' and officers' liability insurance policy with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, which provides for compensation for damages and litigation costs to be borne by the insured.

The insured under the policy are Directors and Executive Officers of the Company, as well as directors, corporate auditors, corporate officers, and important employees of certain subsidiaries of the Company, and the premiums are borne by the Company and its subsidiaries. In addition, as a measure to ensure the appropriateness of the execution of duties by the insured, the insurance does not cover damages resulting from violations of laws and regulations.

(6) Matters Regarding Independent Non-executive Directors

1) Significant concurrent offices which the Outside Directors hold at other companies

Concurrent services of Directors and Executive Officers are stated in “(1) Directors and Executive Officers” under item 4 headed “COMPANY OFFICERS”. Other entities in which Directors and Executive Officers serve concurrently have no business relations with the Company.

2) Relationship with the specified related business operators including primarily main trade connections

Not applicable.


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3) Outline of activities in the fiscal year under review

Summary of Independent non-executive Directors' attendance, statements made, and duties performed with respect to their expected roles as independent non-executive Directors

Name of Independent Non-executive Directors Outline of Activities
Mr. Mitsutoshi KATO Mr. Kato attended all of 13 Board meetings, 3 Nomination Committee meetings and 3 Remuneration Committee meetings held in the fiscal year under review, and based on his extensive experience and broad insight in the financial industry and corporate management, he provided advice on management and appropriate supervision of business execution from an objective and professional perspective. He also led the deliberation of proposals at the Nomination Committee and Remuneration Committee meetings as the chairman of each committee.
Mr. Thomas Chun Kee YIP Mr. Yip attended all of 13 Board meetings and 15 Audit Committee meetings held in the fiscal year under review, and based on his extensive experience and broad insight as a certified public accountant in Hong Kong, he provided advice on management and appropriate supervision of business execution from an objective and professional perspective.
Mr. Kiyohito KANDA Mr. Kanda attended all of 13 Board meetings and 15 Audit Committee meetings held in the fiscal year under review, and based on his extensive experience and broad insight as a certified tax accountant, he provided advice on management and appropriate supervision of business execution from an objective and professional perspective. He also chaired the Audit Committee and led the deliberation of proposals.
Mr. Koji KATO Mr. Kato attended all of 13 Board meetings and 15 Audit Committee meetings under review, and based on his extensive experience and broad insight as an attorney-at-law, he provided advice on management and appropriate supervision of business execution from an objective and professional perspective.
Ms. Mayumi ITO Ms. Ito attended all of 13 Board meetings, 3 Nomination Committee meetings and 3 Remuneration Committee meetings held in the fiscal year under review, and based on her extensive experience and broad insight in marketing and corporate management, she provided advice on management and appropriate supervision of business execution from an objective and professional perspective.
  1. ACCOUNTING AUDITOR

(1) Name of Accounting Auditor

PricewaterhouseCoopers Japan LLC

(2) Amount of Remuneration of Accounting Auditor for the Fiscal Year under Review

¥91 million

(Note) Amount is rounded off to the nearest million yen.

(3) Reason Audit Committee Consented to Remuneration of Accounting Auditor

The Audit Committee reviewed and considered the Accounting Auditor's team formation, audit plan, implementation status, establishment of quality control system and quotation of remuneration based on "Practical Guidelines for Alliance with Accounting Auditor". As a result, the Audit Committee consented to the remuneration of the Accounting Auditor as specified in Article 399, Paragraph 1 of the Companies Act.


(4) Outline of the Contracts for Limitation of Liability

Not applicable.

(5) Policy on Determination of Removal or Disapproval of Re-appointment

If the Accounting Auditor is deemed to fall under any item of Article 340, Paragraph 1 of the Companies Act, the Audit Committee will remove the Accounting Auditor by consent of all of the Audit Committee members. In that case, the Audit Committee members elected by the Board shall report the dismissal of the Accounting Auditor and the reason therefor at the first General Meeting of Shareholders convened after the dismissal.

Apart from the above, the Audit Committee will review re-appointment or non-re-appointment of the Accounting Auditor each year, in consideration of the quality of audit and the effectiveness and efficiency of audit implementation by the Accounting Auditor.

  1. FRAMEWORKS AND POLICIES OF THE COMPANY

(1) Frameworks for Ensuring Proper Execution of Business Operations

At the Board meeting, a resolution was passed on the basic policy of internal control as per the following:

1) Framework for Data Storage and Management Relating to Execution of Duties by Executive Officers

Executive Officers shall follow laws and rules in respect of document management, while maintaining and controlling information concerning the execution of their duties.

Executive Officers shall establish and maintain a system which, in response to the request by the Directors, the Audit Committee, or the Accounting Auditor, can disclose the information concerning the execution of their duties.

2) Rules for Risk of Loss Management and Other Similar Frameworks

Executive Officers shall establish the Group Risk Management Committee and maintain rules concerning risk management.

The Group Risk Management Committee shall summarize risk information exhaustively and develop risk analysis and countermeasure thereof.

Executive Officers shall, in response to unforeseen circumstances, set up an emergency headquarters to minimize the magnitude of losses.

3) Framework for Ensuring the Efficient Execution of Duties by Executive Officers

The Company shall hold the Board meeting monthly, as well as an urgent meeting as necessary, to ensure the efficient execution of duties by Executive Officers while maintaining the internal rules to define the responsibility and authority of Executive Officers and deliberation procedure at meeting structure for ensuring the efficient framework of business execution and Executive Officers' responsibility.

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4) Framework for Ensuring Execution of Duties by Executive Officers and Employees are in Compliance with Laws and Regulations and Articles of Incorporation of the Company ("Articles")

The Company shall conform to the following matters to run the business according to the corporate philosophy in addition to the compliance with laws and regulations and Articles.

(i) The Company shall establish “DYNAM JAPAN HOLDINGS Group Charter of Corporate Behavior” for executives and employees to comply with laws and regulations and the Articles.
(ii) The Company shall keep executives and employees of the Group informed thoroughly of the “DYNAM JAPAN HOLDINGS Group Charter of Corporate Behavior”.
(iii) The Company shall countermeasure any issues concerning compliance based on “DYNAM JAPAN HOLDINGS Group Charter of Corporate Behavior”.
(iv) Executive Officers shall establish a whistle-blowing system for the Group to enhance effectiveness of the compliance framework.

5) Framework for Ensuring Proper Execution of Business Operations in Corporate Group Consisting of the Company and Subsidiaries

The Company shall promote following activities to comply with laws and regulations for the transactions between subsidiaries and proper business execution of the subsidiaries.

(i) The Company shall, through regularly held Management Strategy Conference and Business Briefing Sessions, grasp the action plans of subsidiaries which received correction instruction from the Company to conduct proper management guidance and control, in addition to the deliberation for the report of business and financial condition and other essential information. Meanwhile, the Company keeps identifying business risks that can be envisaged, and takes necessary risk management measures.
(ii) Executive Officers shall establish the Group Internal Control Committee and the Group Risk Management Committee to develop and operate a system necessary to manage risks of loss.
(iii) The Board lays out the primary Group management policies, while approving the business plans/budgets to ensure their prompt business execution.

In the course of their business execution, Executive Officers shall make business decisions according to due internal procedures based on the Board of Directors' Rules, Rules for Executive Officers' Business Execution and other rules concerning the responsibility and authority of Executive Officers, while supporting the duties of subsidiaries such as finance, accounting, personnel affairs and judicial affairs depending on their circumstances.

(iv) Executive Officers shall keep executives and employees of the Group informed thoroughly of the "DYNAM JAPAN HOLDINGS Group Charter of Corporate Behavior", relevant laws and regulations and rules and regulations of each Group company.

Executive Officers shall ensure the credibility of financial reports by examining the financial statements which may affect reliability thereof significantly.

Executive Officers shall strive for early detection of, and timely response to the violation of laws and regulations within the Group, by utilizing an attitude survey of employees over compliance and an intra-Group whistle blowing system. In response to any issue on a practice of whistle blowing system, Executive Officers shall request an improvement thereof.

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The Company shall thoroughly stay away from the anti-social force or organizations that threaten the order and security of civil society, flatly reject any demand from them, and have no transactions whatsoever with the businesses, bodies and individuals related to them. Meanwhile, the whole Group shall address them in a resolute attitude, and coordinate with the external parties professionally addressing them including the police and our legal advisors.

6) Matters Related to Directors and Employees Who Are to Assist the Duties of the Audit Committee

Executive Officers shall establish the Audit Committee Support Office consisting of employees who are to assist the duties of the Audit Committee.

7) Matters Related to the Employees' Independence from Executive Officers in the Preceding Item

Executive Officers shall set out internal procedures regarding employees who are to assist the duties of the Audit Committee, which must formulate and operate the provisions necessary to ensure independence of the employees who are appointed to work at the Audit Committee Support Office, in terms of their execution of duty and personnel matters.

8) Framework for Ensuring the Effective Instruction to Directors and Employees Who Are to Assist the Duties of the Audit Committee

Executive Officers may assign employees from other departments to concurrently assist the Audit Committee in the performance of its duties, and full-time employees shall be assigned when requested by the Audit Committee. In addition, a system shall be established to ensure that such employees perform their duties under the direction and orders of the Audit Committee or Audit Committee members appointed by the Audit Committee.

9) Framework for Reporting by Executive Officers and Employees to the Audit Committee and Framework for Other Types of Reporting to the Audit Committee

The Company is committed to the following measures for Executive Officers and employees to regularly report on the status of execution of such Executive Officers' duties and material matters for ensuring that audits are efficiently conducted by the Audit Committee.

(i) An Executive Officer or a person designated by such Executive Officer shall make regular reports on the status of execution of such Executive Officer's or such employee's duties to the Audit Committee.

(ii) Directors (except for those who are members of the Audit Committee), Executive Officers and employees and executives and employees of its subsidiaries shall report on the status of such Executive Officers' and executives' duties to the Audit Committee upon the request by the Audit Committee.

(iii) Directors (except for those who are members of Audit Committee), Executive Officers and employees and executives and employees of its subsidiaries shall be able to report to the Audit Committee in case they find matters that may significantly and adversely affect the Company and its subsidiaries and facts in violation of material laws and regulation and the Articles.

(iv) A section of the Group in charge of its whistle blowing system shall regularly report on the status of the Group's whistle blowing activities to the Audit Committee.

(v) Executive Officers shall not treat adversely the Group's executives and employees who have made a report to the Audit Committee for the reason that they have made such report to the Audit Committee.

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10) Matters Related to Policies Pertaining to Process such as Prepayment of Expenses Resulting from Execution of the Audit Committee's Duties

In the event the Audit Committee requests the Company to make the prepayment of expenses, etc. under the Companies Act, the Company may not refuse to do so and shall promptly account for expenses and debts unless there is a special circumstance where expenses or debts pertaining to such request are deemed unnecessary for the execution of the Audit Committee's duties.

11) Other Frameworks for Ensuring that the Audit Committee Effectively Executes Audits

An Executive Officer shall provide a member of the Audit Committee designated by the Audit Committee with opportunities to attend conference bodies presided over by such Executive Officer.

The responsible person of the Group's audit section shall discuss the internal audit plan with the Audit Committee and report on the results of audits on the Group's affairs and audits on improvement and operation of internal control to the Audit Committee.

(2) Summary of Operational Status of the Above Frameworks

The summary of operational status of the above frameworks during the fiscal year under review is as shown below.

1) Compliance

The Company has established “DYNAM JAPAN HOLDINGS Group Charter of Corporate Behavior” consisting of corporate philosophy and management policies. The Group continuously provides education to all officers and employees for ensuring each of them will understand thoroughly and act in accordance with this Behavior. In the fiscal year under review, the focus was put on the “training for protection of personal information”, the “training for harassment prevention” to improve working environment, and the “training on information security”.

The Company is operating an internal whistle blowing system for earlier discovery of organizational or individual compliance violations such as violations of laws and regulations and violations, etc. in the course of business. Further, as the countermeasure for excluding the anti-social force, the Company has taken necessary actions to block any relationship with the anti-social force by conducting screening surveys on suppliers.

2) Risk Management

The Company has established the Group Risk Management Committee to build a risk management system for the entire Group and the Group has been discussing analysis of risks impeding business activities and urgent countermeasure for the occurrence of cases and accidents. During the fiscal year under review, in response to natural disasters such as the tsunami caused by an earthquake off the eastern coast of the Kamchatka Peninsula and the heavy rainfall in Kumamoto, Kagoshima, and Ishikawa in August, we promptly confirmed the safety of our employees and halls, and took necessary measures. Furthermore, in light of the widespread distribution of suspicious emails nationwide since December, we have convened an emergency Group Risk Management Committee to discuss countermeasures and taken necessary steps, including implementing security measures and raising awareness and providing training to employees.

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3) Management of Subsidiaries

The Company has received reports on the management situation, financial condition and any other significant matters from subsidiaries and conducted proper management guidance to them in monthly Business Briefing Sessions and other meetings. Further, the Company has conducted the audit of subsidiaries for checking the status of compliance with laws and regulations, the execution status of their duties and so on. Through such audit, the Company has confirmed each Group company's issues and problems earlier and made the improvement plan on such issues thereby having secured the appropriateness of business operations and improved the business efficiency.

(3) Basic Policies for the Control of the Company

Not applicable.

(4) Policies for Determining Dividends from Surplus

Performance-related distribution of profit to Shareholders is one of the priority agendas of the Company, and its basic policy is to pay dividends from surplus not less than 35% of the consolidated net profit calculated according to IFRS.

In terms of dividends from surplus, the interim dividend of ¥2.50 per Share was paid out in accordance with the resolution at the Board meeting held on 27 November 2025. At the Board meeting held on 28 May 2026, it was resolved to pay ¥2.50 per Share as final dividend.

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DYNAM JAPAN HOLDINGS Co., Ltd.
Non-consolidated financial statements

BALANCE SHEET

(As of 31 March 2026)

(Millions of yen)
(Assets)
Current assets 8,167
Cash and deposits 5,766
Short-term loans receivable 1,900
Income taxes receivables 30
Others 469
Non-current assets 100,679
Property, plant and equipment 303
Buildings 101
Tools and equipment 0
Land 200
Investments and other assets 100,376
Stocks of subsidiaries and affiliates 99,712
Others 663
Total assets 108,846

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DYNAM JAPAN HOLDINGS Co., Ltd.
Non-consolidated financial statements

(Millions of yen)
(Liabilities)
Current liabilities 15,384
Current portion of long-term borrowings 1,250
Accounts payable 46
Income taxes payables 111
Deposits received 13,924
Provision for Directors' bonuses 18
Others 32
Non-current liabilities 6,265
Long-term borrowings 6,250
Long-term accounts payable 14
Deferred tax liabilities 0
Total liabilities 21,650
(Net assets)
Shareholders' equity 87,196
Capital stock 15,000
Capital surplus 51,026
Legal capital surplus 12,909
Other capital surplus 38,117
Retained earnings 21,500
Other retained earnings 21,500
Retained earnings brought forward 21,500
Treasury shares (330)
Total net assets 87,196
Total liabilities and net assets 108,846

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DYNAM JAPAN HOLDINGS CO., Ltd.
Non-consolidated financial statements

STATEMENT OF PROFIT OR LOSS
(From 1 April 2025 to 31 March 2026)

Net sales (Millions of yen)
4,252
Gross profit 4,252
Selling, general and administrative expenses 1,031
Operating income 3,220
Non-operating income
Interest income 5
Foreign exchange income 128
Others 15 150
Non-operating expense
Interest expense 93
Financing expense 57
Others 23 174
Ordinary income 3,197
Income before income taxes 3,197
Income taxes — current (27)
Income taxes — deferred 1 (25)
Net income 3,222

DYNAM JAPAN HOLDINGS CO., Ltd.
Non-consolidated financial statements

STATEMENT OF CHANGES IN NET ASSETS

(From 1 April 2025 to 31 March 2026)

(Millions of yen)

Shareholders' equity
Capital stock Capital surplus Retained earnings
Legal capital surplus Other capital surplus Total capital surplus -Other retained earnings Total retained earnings
-Retained earnings brought forward
Balance as of 1 April 2025 15,000 12,909 38,117 51,026 21,760 21,760
Changes during the current fiscal year
2025/2026 dividend - - - - (3,482) (3,482)
Profit for the year - - - - 3,222 3,222
Purchase of treasury shares - - - - - -
Cancellation of treasury shares - - - - - -
Total changes during the current fiscal year - - - - (259) (259)
Balance as of 31 March 2026 15,000 12,909 38,117 51,026 21,500 21,500
Shareholders' equity Total net assets
--- --- --- ---
Treasury shares Total shareholders' equity
Balance as of 1 April 2025 - 87,786 87,786
Changes during the current fiscal year
2025/2026 dividend - (3,482) (3,482)
Profit for the year - 3,222 3,222
Purchase of treasury shares (330) (330) (330)
Cancellation of treasury shares - - -
Total changes during the current fiscal year (330) (589) (589)
Balance as of 31 March 2026 (330) 87,196 87,196

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NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

1) Valuation method of significant assets

Valuation method of securities

Stocks of subsidiaries and affiliates: Stocks of subsidiaries and affiliates are stated at cost less impairment, determined by the moving average method.

Available-for-sale securities:

(i) Securities, etc. other than securities, etc. without market value: Securities, etc. other than securities, etc. without market value are stated at the quoted market prices. Differences between market value and acquisition costs are reported as “Unrealised gains or losses on available-for-sale securities” a separate component of net assets. The cost of securities sold is determined by the moving average method.

(ii) Securities, etc. without market value: Securities, etc. without market value are stated at cost less impairment, determined by the moving average method.

2) Depreciation method of depreciable assets

(i) Property, plant, and equipment: Depreciation of property, plant and equipment is calculated by the declining-balance method, while the straight-line method is applied to buildings (excluding leasehold improvements) and leasehold improvements acquired after 1 April 2016.

(ii) Intangible assets: Amortisation of intangible assets is calculated by the straight-line method. Software used for internal purposes is amortised by the straight-line method over its estimated useful life (5 years).

3) Recognition and measurement of significant provisions and allowances

Provision for Directors' bonuses

Provision for Directors' bonuses is made based on the estimated amounts to be paid during the fiscal year.

4) Recognition of significant revenue and expense

The Company recognises revenue in accordance with the following 5 steps.

Step1: Identify a contract with a customer

Step2: Identify the performance obligations in the contract

Step3: Determine the transaction price

Step4: Allocate the transaction price to the performance obligations in the contract

Step5: Recognise revenue when (or as) the entity satisfies a performance obligation

The Company renders management consulting services to its subsidiaries as customers. In regards to each contract for the consulting services, the Company identifies the performance obligation to render the consulting services on management, planning etc. to its subsidiaries. Since the performance obligation is satisfied as time passes, the Company recognises revenue over the contract term.

5) Translations of foreign currency receivables and payables

Foreign currency receivables and payables are translated at the spot exchange rate at the end of each reporting period. Gains and losses resulting from this translation are recognised in profit or loss.

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6) Other significant accounting policies for financial statements

(i) Cash Management System (CMS)

As a result of utilisation of Cash Management System (CMS) for the purpose of promoting efficient use of the Group funds, the Company has “short-term loans receivable” of ¥1,900 million due from the Group companies and “deposits received” of ¥13,920 million due to the Group companies.

(ii) Application of Tax effect accounting in relation to the implementation of the Group Tax Sharing System

The Company and certain of its domestic subsidiaries and affiliates have adopted the Group Tax Sharing System from this fiscal year. In addition, with regard to the accounting treatment and disclosure of corporate tax, local corporate tax, and tax effect accounting when applying the group tax sharing, the Company complies with “the Practical Solution on the Accounting and Disclosure under the Group Tax Sharing System” (the Practical Solution No.42).

  1. NOTES TO BALANCE SHEET

1) Accumulated depreciation
(millions of yen)
Property, plant, and equipment
84

2) Financial guarantees

The Company provides financial guarantees for borrowings by its subsidiaries from financial institutions in the total amount of ¥50,405 million, including undertaking to provide financial guarantees upon financial institutions’ request under certain conditions.

3) Receivables from and payables to subsidiaries and affiliates
(Millions of yen)
Short-term receivables
2,099
Short-term payables
13,956

  1. NOTES TO STATEMENT OF PROFIT OR LOSS

1) Transactions with subsidiaries and affiliates
(Millions of yen)
Business transactions
Net sales
4,252
Selling, general and administrative expenses
273
Other transactions
46

  1. NOTES TO STATEMENT OF CHANGES IN NET ASSETS

1) Total number of issued Shares as at the end of the fiscal year
Ordinary Shares
696,443,096 shares

2) Class and number of treasury shares at the end of the fiscal year
Ordinary Shares
5,000,000 shares


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3) Dividend from surplus during the fiscal year

Resolution Class of Share Dividend amount (Millions of yen) Dividend amount per Share (yen) Record date Effective date
Board meeting on 26 May 2025 Ordinary Share 1,741 2.50 4 June 2025 25 June 2025
Board meeting on 27 November 2025 Ordinary Share 1,741 2.50 16 December 2025 14 January 2026

4) Dividend from surplus of which record date and effective date come in the subsequent fiscal year

Resolution Class of Share Dividend amount (Millions of yen) Fund of Dividend Dividend amount per Share (yen) Record date Effective date
Board meeting on 28 May 2026 Ordinary Share 1,728 Retained earnings 2.50 5 June 2026 26 June 2026

The amount of proposed final dividend for the year ended 31 March 2026 is based on the number of Shares obtained by subtracting 5,000,000 treasury Shares from the 696,443,096 Shares in issue as at 28 May 2026 when the financial statements were approved by the Board.

If the Company owns any treasury shares as at 5 June 2026, the dividend record date, the amount of proposed final dividend represents the number of shares in issue, which excludes the number of treasury shares owned by the Company as of the date, multiplied by the amount of dividend per share.

  1. NOTES TO INCOME TAXES

1) Deferred tax assets

(Millions of yen)
Stocks of subsidiaries and affiliates 2,506
Unused tax loss 791
Others 275
Subtotal 3,572
Valuation allowance (3,533)
Total 39

2) Deferred tax liabilities

(Millions of yen)
Non-taxable foreign currency translation gains 37
Others 2
Total deferred tax liabilities 39
Net deferred tax liabilities 0

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6. Financial Instruments

1) Information on financial instruments

(1) Policy for financial instruments

The Company invests temporary surplus cash in safe financial instruments such as bank deposits carrying little risk and raises funds necessary for its operations through the most effective measures. In addition, the Company has policies to utilise derivatives only for hedging purposes and not to conduct any speculative transactions.

(2) Financial instruments, related risks and risk management

The loans receivables are due from subsidiaries and exposed to credit risk in relation to relevant subsidiaries.

The Company monitors the collection status of loans receivable for each subsidiary together with the maturity date and the balance to keep track of and minimise any concern about the collection arising from any degradation of each subsidiary's financial status condition, etc. at an early phase.

The maturity dates for accounts payables, income taxes payables and deposits received generally range from 2 to 3 months.

2) Matters related to Fair Values, etc. of Financial Instruments

The details of cash and deposits, short-term loans receivable, accounts payable, income tax payable and deposits received as at the end of the fiscal year are omitted as their fair values are close to their book values due to short term settlement.

Securities, etc. without market value (stocks of subsidiaries and affiliates on the balance sheet: ¥99,712 million) are not measured at fair value.

Account name The amount on the balance sheet (Millions of yen) Fair value (Millions of yen) Difference (Millions of yen)
Long-term borrowings (Current portion of long-term borrowings included) (7,500) (7,500)

*The figures recorded as liabilities are indicated with ().
(Note) Matters related to determinations on fair value of financial instruments
Long-term borrowings

The fair value of long-term borrowings is determined based on the book value since the fair value is close to the book value as it reflects a market interest rate briefly and the credit status of the Company as at the end of the fiscal year does not significantly change from the beginning of the borrowings.


7. NOTES TO RELATED PARTY TRANSACTIONS

Transactions with subsidiaries
(Millions of yen)

Type Company Name Ownership Relationship Transaction Amounts Account name Balance
Interlocking directors Business relationship
Subsidiaries DYNAM Co., Ltd. Directly held 100% Present Business Management Funds in trust (Note 2) Deposits received 10,372
Interest expense (Note 2) 16
Financial guarantees (Note 4) 17,920
Outsourcing of financial and accounting operations, etc. 147
Management consulting fee (Note 3) 432
Dividend income 3,581
DYNAM Business Support Co., Ltd. Directly held 100% Business Management Lending of funds (Note 1) Short-term loans receivable 700
Interest income (Note 1) 9 Accrued income 2
Funds in trust (Note 2) Deposits received 335
Interest expense (Note 2) 1
Financial guarantees (Note 4) 8,800
Management consulting fee (Note 3) 10
Dividend income 69
Dynam Aviation Ireland Limited Directly held 100% Present Business Management Subscription of shares 3,078 Stocks of subsidiaries and affiliates 32,007
Financial guarantee commitment (Note 5) 18,860
Cabin Plaza Co., Ltd. Directly held 100% Business Management Funds in trust (Note 2) Deposits received 1,442
Interest expense (Note 2) 3
Management consulting fee (Note 3) 8
Dividend income 20
Nihon Humap Co., Ltd. Directly held 100% Business Management Lending of funds (Note 1) Short-term loans receivable 200
Interest income (Note 1) 2 Accrued income 0
Funds in trust (Note 2) Deposits received 739
Interest expense (Note 2) 1
Management consulting fee (Note 3) 6
Dividend income 27

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Type Company Name Ownership Relationship Transaction Amounts Account name Balance
Interlocking directors Business relationship
Subsidiaries Yume Corporation Co., Ltd. Directly held 100% Business Management Lending of funds (Note 1) 500 Short-term loans receivable 1,000
Interest income (Note 1) 10 Accrued income 0
Funds in trust (Note 2) Deposits received 10
Interest expense (Note 2) 0
Financial guarantees (Note 4) 4,825
Guarantees for a lease contract of halls 50
Management consulting fee (Note 3) 33
Dividend income 61

(Notes) Terms and conditions of transactions and policy, etc. regarding determination of terms and conditions of transactions

  1. An interest rate on lending of funds is reasonably determined at the Board meeting in consideration of the market interest rate.
  2. The transaction amount of funds in trust is omitted since it is a short-term and recursive transaction. An interest rate thereon is reasonably determined at the Board meeting in consideration of the market interest rate.
  3. Management consulting fees are determined at the Board meeting based on the objective standard in consideration of basic management indicators and financial capacity of subsidiaries.
  4. The Company guarantees bank borrowings of DYNAM Co., Ltd., DYNAM Business Support Co., Ltd. and Yume Corporation Co., Ltd. The Company does not receive guarantee fees.
  5. No financial guarantee has been provided with respect to bank borrowings of Dynam Aviation Ireland Limited, and no guarantee fee is received. A guarantee may be provided in the future only if requested by financial institutions under certain conditions.

8. NOTES TO PER SHARE INFORMATION

(Yes)

Net assets per Share
126.11

Net income per Share
4.63

9. NOTES TO REVENUE RECOGNITION

Basic information to comprehend revenue

Basic information to comprehend revenue is set out in “1. SIGNIFICANT ACCOUNTING POLICIES, 4) Recognition of significant revenue and expense”.

10. NOTES TO INCOME TAXES RELATED TO GLOBAL MINIMUM TAX

The amount of income taxes related to the global minimum tax liability included in income taxes is 110 million yen.

11. NOTES TO SIGNIFICANT SUBSEQUENT EVENTS

Not applicable.


CERTIFIED COPY OF THE ACCOUNTING AUDITOR'S REPORT

Independent Auditor's Report
(English Translation*)
28 May 2026

To the Board of Directors of
株式会社ダイナムジャパンホールディングス
DYNAM JAPAN HOLDINGS Co., Ltd.

PricewaterhouseCoopers Japan LLC
Tokyo office

Tatsuya Chiba, CPA
Designated limited liability Partner
Engagement Partner

Satoshi Shimbo, CPA
Designated limited liability Partner
Engagement Partner

Opinion

We have audited, pursuant to Article 436 (2) (i) of the Companies Act of Japan, the accompanying financial statements, which comprise the balance sheet, profit and loss statement, statement of changes in net assets and notes to the financial statements, and the supplementary schedules of DYNAM JAPAN HOLDINGS Co., Ltd. (hereinafter referred to as the "Company") for the 15th fiscal year from 1 April 2025 to 31 March 2026.

In our opinion, the financial statements and the supplementary schedules referred to above present fairly, in all material respects, the financial position and its financial performance for the period covered by the financial statements and the supplementary schedules in accordance with accounting principles generally accepted in Japan.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements and the Supplementary Schedules section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements and the supplementary schedules in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The other information comprises the business report and the supplementary schedules. Management is responsible for the preparation and disclosure of the other information. In addition, the Audit Committee is responsible for overseeing the executive officers' and directors' execution of their duties in building and operating the Company's reporting process of the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management and the Audit Committee for the Financial Statements and the Supplementary Schedules

Management is responsible for the preparation and fair presentation of the financial statements and the supplementary schedules in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of the financial statements and the supplementary schedules that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements and the supplementary schedules, management is responsible for assessing the Company's ability to continue as a going concern and disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted in Japan.

The Audit Committee are responsible for overseeing the executive officers' and directors' execution of their duties in building and operating the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements and the Supplementary Schedules

Our objectives are to obtain reasonable assurance about whether the financial statements and the supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements and the supplementary schedules.

As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements and the supplementary schedules, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, while the purpose of the financial statement audit is not to express an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements and the supplementary schedules or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate whether the presentation and disclosures of the financial statements and the supplementary schedules are in accordance with accounting principles generally accepted in Japan, the overall presentation, structure and content of the financial statements and the supplementary schedules, including the disclosures, and whether the financial statements and the supplementary schedules represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied to reduce threats to an acceptable level.

Our firm and its designated engagement partners do not have any interest in the Company which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

  • Notes to the Readers of Independent Auditor’s Report
    This is an English translation of the Independent Auditor’s Report as required by the Companies Act of Japan for the conveniences of the reader.

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CERTIFIED COPY OF THE AUDIT COMMITTEE'S REPORT

(Translation)

AUDIT REPORT

The Audit Committee has conducted audits of the Directors and Executive Officers of the Company with regard to their performance of duties during the 15th fiscal year (1 April 2025 to 31 March 2026). A report covering the findings of the audit follows.

1. Method and Contents of Audit

The Company's Audit Committee monitored and examined the content of resolutions of the Board of Directors related to matters set forth in Article 416, Paragraph 1, Item 1 (b) and (e) of the Companies Act, as well as the structure and operational status of the Company's internal control system as set forth in the aforementioned resolutions. To this end, the Audit Committee regularly received reports from Directors, Executive Officers and employees regarding the content of the above resolutions, and where necessary, sought explanations and voiced opinions on these matters.

(i) Moreover, in accordance with its established policies and procedures and in collaboration with the divisions in charge of internal control, among others, the Audit Committee attended important meetings, received reports on business activities from Directors and Executive Officers, sought explanations where necessary and conducted appropriate surveys of the status of business operations and assets of the Company. The Audit Committee received business reports from subsidiaries as necessary, through communication and information sharing with the Directors and Corporate Auditors of the subsidiaries.

(ii) In addition, the Audit Committee monitored and verified whether the Accounting Auditors maintained its independence and properly conducted its audit, received a report from the Accounting Auditors on the status of their performance of duties, and requested explanations as necessary. The Audit Committee was notified by the Accounting Auditors that it had established a "system to ensure that the performance of the duties of the Accounting Auditors was properly conducted" (the matters listed in the items of Article 131 of the Ordinance on Company Accounting) in accordance with the "Quality Control Standards for Audits" (published by the Business Accounting Council), and requested explanations as necessary.

Based on the above-described methods, the Audit Committee examined the Business Report and the accompanying supplementary schedules, the Financial Statements (balance sheet, statement of profit or loss, statement of changes in net assets, and notes to financial statements) and the accompanying supplementary schedules for the fiscal year under review.

2. Results of Audit

(1) Results of Audit of Business Report, etc.

(i) We acknowledge that the Business Report and the accompanying supplementary schedules fairly present the status of the Company in conformity with the applicable laws, regulations, and the Articles of Incorporation.

(ii) We acknowledge that no misconduct or material fact constituting a violation of


laws, regulations, or the Articles of Incorporation was found with respect to the Directors and Executive Officers' performance of their duties.

(iii) We acknowledge that the Board of Directors' resolutions with respect to the internal control systems are appropriate. We did not find any matter in the Business Report or the Directors and Executive Officers' performance of their duties concerning the internal control systems that require mentioning.

(2) Results of Audit of the Financial Statements and the Accompanying Supplementary Schedules

We acknowledge that the methods and results of audit performed by the Accounting Auditor, PricewaterhouseCoopers Japan LLC, are appropriate.

28 May 2026

Audit Committee of
DYNAM JAPAN HOLDINGS Co., Ltd.

Chairman of Audit Committee
Kiyohito Kanda (Seal)

Member of Audit Committee
Thomas Chun Kee Yip (Seal)

Member of Audit Committee
Koji Kato (Seal)

(Note) Members of Audit Committee, Messrs. Kiyohito Kanda, Thomas Chun Kee Yip and Koji Kato are Outside Directors as prescribed under Article 2, Item 15 and Article 400, Paragraph 3 of the Companies Act.

32


(Reference Materials)
DYNAM JAPAN HOLDINGS Co., Ltd.
Non-audited consolidated financial statements (IFRS)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(As of 31 March 2026)

(Millions of yen)
Item Amount
(Assets)
Non-current assets
Property, plant and equipment 183,244
Right-of-use assets 86,663
Investment properties 6,577
Intangible assets 6,706
Financial assets measured at fair value through other comprehensive income 2,386
Lease receivables 6,980
Deferred tax assets 10,340
Other non-current assets 6,560
Total non-current assets 309,456
Current assets
Inventories 3,543
Trade receivables 433
Lease receivables 3,021
Prizes in operation of pachinko halls 2,954
Income taxes receivables 10
Other current assets 1,843
Cash and cash equivalents 36,828
Total current assets 48,632
Assets held for sale 24,160
Total assets 382,248

33


(Reference Materials)
DYNAM JAPAN HOLDINGS Co., Ltd.
Non-audited consolidated financial statements (IFRS)

Item (Millions of yen) Amount
(Liabilities)
Current liabilities
Trade and other payables 12,996
Borrowings 43,860
Lease liabilities 9,955
Provisions 1,496
Income taxes payables 1,304
Other current liabilities 10,560
Total current liabilities 80,171
Non-current liabilities
Deferred tax liabilities 220
Borrowings 66,827
Lease liabilities 93,078
Provisions 5,868
Other non-current liabilities 3,317
Total non-current liabilities 169,310
Total liabilities 249,481
(Equity)
Share capital 15,000
Capital reserve 5,583
Treasury shares (331)
Retained earnings 106,464
Other components of equity 6,036
Equity attributable to owners of the Company 132,752
Non-controlling interests 15
Total equity 132,767
Total liabilities and equity 382,248

34


(Reference Materials)
DYNAM JAPAN HOLDINGS Co., Ltd.
Non-audited consolidated financial statements (IFRS)

(CFrom 1 April 2025 to 31 March 2026)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
(Millions of yen)

Item Amount
Revenue 123,186
Operating expenses (113,716)
General and administrative expenses (3,780)
Other income 8,691
Other expenses (5,227)
Operating profit 9,154
Finance income 641
Finance expenses (5,820)
Profit before income tax 3,975
Income taxes (1,370)
Net profit for the year 2,605
Net profit attributable to:
Owners of the Company 2,603
Non-controlling interests 2
Net profit 2,605

35


(Reference Materials)
DYNAM JAPAN HOLDINGS Co., Ltd.
Non-audited consolidated financial statements (IFRS)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(From 1 April 2025 to 31 March 2026)
(Millions of yen)

Attributable to equity holders of the Company
Share Capital Capital reserve Treasury Shares Retained earnings Other components of equity
Revaluation surplus for properties Fair value of financial assets at FVTOCI
At 1 April 2025 15,000 5,583 - 107,343 164 (5,915)
Profit for the year - - - 2,603 - -
Other comprehensive income for the year - - - - 269 (223)
Total comprehensive income for the year - - - 2,603 269 (223)
Purchase of treasury shares - - (331) - - -
2025/2026 dividend - - - (3,482) - -
Total changes in equity for the year - - (331) (879) 269 (223)
At 31 March 2026 15,000 5,583 (331) 106,464 433 (6,138)
Attributable to equity holders of the Company Non-controlling interests Total equity
--- --- --- --- --- --- ---
Other components of equity Total
Foreign currency translation reserve Cash flow hedge Total
At 1 April 2025 10,347 (1,199) 3,397 131,323 13 131,336
Profit for the year - - - 2,603 2 2,605
Other comprehensive income for the year 3,690 (1,097) 2,639 2,639 0 2,639
Total comprehensive income for the year 3,690 (1,097) 2,639 5,242 2 5,244
Purchase of treasury shares - - - (331) - (331)
2025/2026 dividend - - - (3,482) - (3,482)
Total changes in equity for the year 3,690 (1,097) 2,639 1,429 2 1,431
At 31 March 2026 14,037 (2,296) 6,036 132,752 15 132,767

37

Other Matters

1) SCOPE OF CONSOLIDATION

Number of Consolidated Subsidiaries and Name of Main Consolidated Subsidiaries
Number of Consolidated Subsidiaries 23
Name of Main Consolidated Subsidiaries DYNAM Co., Ltd., Cabin Plaza Co., Ltd., Yume Corporation Co., Ltd., DYNAM Business Support Co., Ltd., Nihon Humap Co., Ltd., Dynam Hong Kong Co., Ltd. and Dynam Aviation Ireland Limited.

2) SUMMARY OF ACCOUNTING POLICIES

Basis of preparation of the consolidated financial statements

The Company presents the accompanying International Financial Reporting Standards ("IFRS") based consolidated financial statements for reference only, and this information does not comprise any contents of statutory disclosure under Companies Act of Japan.

The accompanying consolidated financial statements comprise consolidated statement of financial position, consolidated statement of profit or loss and consolidated statement of changes in equity for the fiscal year ended 31 March 2026 which are prepared in accordance with IFRS, and are not complete set of consolidated financial statements.

In addition, neither external audit nor review by independent auditors has been conducted.

The accompanying consolidated financial statements are stated in the Company's functional currency, Japanese Yen, and unless otherwise stated, all financial information is presented in million yen.

3) Adoption of new and revised international financial reporting standards

The following new standards and amendments have been issued and effective for annual periods beginning on 1 April 2025, with no material impact on the Group's results of operations and financial positions:

— IAS 21 (Amendment), "The Effects of Changes in Foreign Exchange Rates"


APPENDIX II

REFERENCE MATERIALS FOR THE 15TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

1. First Resolution: General Mandate to Allot, Issue and Deal in Shares (Ordinary Resolution)

"THAT: a general unconditional mandate be and is hereby granted to the Board authorizing it to exercise all the powers of the Company during the Relevant Period (as defined below) to, subject to the requirements under the Listing Rules and/or all applicable laws and regulations in Hong Kong and Japan from time to time, allot, issue and deal in Shares (including any sale and transfer of Shares out of treasury that are held as treasury Shares) or securities convertible into Shares and to make an offer or agreement or grant an option which would or might require such Shares to be allotted and issued, whether during the continuance of such mandate or thereafter (other than pursuant to an offer made to the Shareholders pro-rata (apart from fractional entitlements) to their existing shareholding, or under any arrangement adopted for the grant or issue of stock acquisition rights), provided that the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted under such mandate shall not exceed 20% of the aggregate number of Shares issued by the Company as at the date of this resolution (excluding treasury Shares, if any), such mandate to remain in effect during the Relevant Period (as defined below).

"Relevant Period" for the first resolution means the period from the passing of this resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of a 12-month period following the passing of this resolution; or

(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution at a general meeting."

2. Second Resolution: General Mandate to Repurchase Shares (Ordinary Resolution)

"THAT: subject to and in accordance with all applicable laws and ordinances in Japan and Hong Kong and the requirements of the Listing Rules, a general unconditional mandate be and is hereby given to the Board authorizing it to exercise all powers during the Relevant Period (as defined below) for and on behalf of the Company to repurchase Shares on the Stock Exchange. However, the aggregate number of the Shares that could be repurchased by the Company pursuant to the aforementioned mandate shall not exceed 10% of the aggregate number of Shares issued by the Company as at the date of passing of this resolution (excluding treasury Shares, if any).

Please note that the aforementioned mandate shall be effective only during the Relevant Period (as defined below).

"Relevant Period" for the second resolution means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company unless the authority is renewed either unconditionally or subject to conditions by the passing of the ordinary resolution at the said meeting; or


(ii) the passing of the ordinary resolution revoking, varying or renewing such mandate at a general meeting."

(Notes)

(1) Please refer to the attached document entitled "Explanatory Statement" in APPENDIX III for the summary of important provisions of the Listing Rules with respect to the repurchase of Shares.
(2) The original of the attached document entitled "Explanatory Statement" in APPENDIX III was made in English.

3. Third Resolution: Proposed Election of Eight (8) Directors (Ordinary Resolution)

The term of office of all eight (8) Directors will expire at the conclusion of this Meeting. Accordingly, the Company proposes that eight (8) Directors be elected based on the decisions by the Nomination Committee.

The details of Director candidates are as follows. Of these, five (5), Mr. Mitsutoshi Kato, Mr. Thomas Chun Kee Yip, Mr. Kiyohito Kanda, Mr. Koji Kato, and Ms. Mayumi Ito, are candidates for outside Director as defined in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.

Candidate Number Name Position and Area of Responsibilities in the Company After Appointment
1 Mr. Akira HOSAKA Executive Director, Chairman of the Board, President, CEO, Member of Nomination Committee and Member of Remuneration Committee Re-appointment
2 Mr. Yoji SATO Non-executive Director Re-appointment
3 Mr. Kohei SATO Non-executive Director Re-appointment
4 Mr. Mitsutoshi KATO Independent Non-executive Director, Chairman of Nomination Committee and Chairman of Remuneration Committee Re-appointment
5 Mr. Thomas Chun Kee YIP Independent Non-executive Director and Member of Audit Committee Re-appointment
6 Mr. Kiyohito KANDA Independent Non-executive Director and Chairman of Audit Committee Re-appointment
7 Mr. Koji KATO Independent Non-executive Director and Member of Audit Committee Re-appointment
8 Ms. Mayumi ITO Independent Non-executive Director, Member of Nomination Committee and Member of Remuneration Committee Re-appointment

Re-appointment Candidate for Director to be re-appointed

Candidate number 1

Akira HOSAKA

re-appointment

Current Position and Responsibilities in the Company

Executive Director

Chairman of the Board

President

CEO

Member of Nomination Committee

Member of Remuneration Committee

Activities at Board and Committees

Board 100% (13/13)

Nomination Committee 100% (3/3)

Remuneration Committee 100% (3/3)

Number of Shares Beneficially Owned

78,121

Date of Birth

6 October 1972

Career Summary, Position, Responsibilities and Other Significant Concurrent Offices

April 1995 Joined DYNAM Co., Ltd.

March 2008 Zone Manager of Niigata zone of DYNAM Co., Ltd.

May 2016 Head of Corporate Management Department of DYNAM Co., Ltd.

June 2017 Director of DYNAM Co., Ltd.

June 2020 President and Representative Director of DYNAM Co., Ltd. (present)

June 2020 Non-executive Director of the Company

June 2023 Executive Director, Chairman of the Board, President and CEO of the Company (present)


40

Candidate number 2 Yoji SATO re-appointment
Current Position and Responsibilities in the Company Career Summary, Position, Responsibilities and Other Significant Concurrent Offices
Non-executive Director January 1970 Joined Sawa Shoji Co., Ltd. (now called DYNAM Co., Ltd.)
Activities at Board and Committees September 1978 President and Representative Director of Sawa Shoji Co., Ltd.
Board 100% (13/13) June 2000 Chairman and Representative Director of DYNAM Co., Ltd.
Number of Shares Beneficially Owned April 2003 President and Representative Director of Dynam Investment Co., Ltd. (now called Nihon Humap Co., Ltd.)
0
Date of Birth March 2007 Executive Director, President and CEO of DYNAM Holdings Co., Ltd.
24 September 1945 December 2009 Chairman of One Asia Foundation (now called Eurasia Foundation (from Asia)) (present)
September 2011 Executive Director, Chairman of the Board, President and CEO of the Company
January 2013 Executive Director and CEO of Dynam Hong Kong Co., Limited
June 2013 Executive Director and Chairman of the Board of the Company
June 2015 Executive Director of Dynam Hong Kong Co., Limited (present)
June 2015 Executive Director of the Company
June 2016 Non-executive Director of the Company (present)
Candidate number 3 Kohei SATO re-appointment
--- --- ---
Current Position and Responsibilities in the Company Career Summary, Position, Responsibilities and Other Significant Concurrent Offices
Non-executive Director March 1983 Joined Takeda Riken Industry Co., Ltd. (now called Advantest Corporation)
Activities at Board and Committees June 1985 Joined Kodak Co., Ltd.
Board 100% (13/13) June 1995 Joined DYNAM Co., Ltd.
Number of Shares Beneficially Owned June 1998 Director of DYNAM Co., Ltd.
49,639,680 June 2000 President and Representative Director of DYNAM Co., Ltd.
Date of Birth January 2013 CEO of the Company
26 November 1954 June 2013 President and CEO of the Company
June 2014 Executive Director, President and CEO of the Company
June 2015 Chairman of DYNAM Co., Ltd.
June 2015 Executive Director and CEO of Dynam Hong Kong Co., Limited
June 2015 Executive Director, Chairman of the Board, President and CEO of the Company
April 2020 Non-executive Director of the Company (present)
Candidate number 4 Mitsutoshi KATO re-appointment
--- --- ---
Current Position and Responsibilities in the Company Career Summary, Position, Responsibilities and Other Significant Concurrent Offices
Independent Non-executive Director April 1982 Joined The Bank of Tokyo, Ltd. (now called MUFG Bank, Ltd.)
Chairman of Nomination Committee April 1988 Seconded to Kincheng-Tokyo Finance Company Limited
Chairman of Remuneration Committee March 1990 Joined Banque Indosuez (now called Credit Agricole Corporate and Investment Bank)
Activities at Board and Committees
Board 100% (13/13) April 1991 Vice President of Banque Indosuez, Tokyo Branch
Nomination Committee 100% (3/3) January 2005 Statutory Auditor of ECO-MATERIAL CORPORATION
Remuneration Committee 100% (3/3) December 2006 Director and CFO of ECO-MATERIAL CORPORATION
Number of Shares Beneficially Owned February 2012 Representative Director and CFO of ECO-MATERIAL CORPORATION
0 February 2012 Independent Non-executive Director of the Company (present)
Date of Birth
20 March 1958

(Reasons for nomination as candidate for independent non-executive Director)

Mr. Mitsutoshi KATO has extensive experience and knowledge in the financial industry and corporate management. He has been nominated as candidate for independent non-executive Director in the expectation that he will utilize his experience and knowledge to make proposals from an objective viewpoint to management, provide accurate advice on overall business execution, and exercise his supervisory function from an independent standpoint. He is currently serving as independent non-executive Director and will have served in that capacity for fourteen (14) years and three (3) months as of the conclusion of this Meeting.


Candidate number 5

Thomas Chun Kee YIP

re-appointment

Current Position and Responsibilities in the Company Career Summary, Position, Responsibilities and Other Significant Concurrent Offices
Independent Non-executive Director May 1984 Joined Touche Ross & Co. Hong Kong
Member of Audit Committee January 1986 Joined Price Waterhouse, Sydney Office
Activities at Board and Committees December 1988 Price Waterhouse, Hong Kong Office
Board 100% (13/13) July 1994 Senior Audit Manager of Price Waterhouse
Audit Committee 100% (15/15) January 2002 Joined CCIF CPA Limited
Number of Shares Beneficially Owned October 2003 Practicing Director of CCIF CPA Ltd
0 March 2008 Joined AIP Partners C.P.A. Limited, Practicing Director (present)
Date of Birth February 2012 Independent Non-executive Director of the Company (present)
22 March 1961

(Reasons for nomination as candidate for independent non-executive Director)

Mr. Thomas Chun Kee YIP has extensive experience and knowledge in taxation and accounting as a certified public accountant in Hong Kong. He has been nominated as candidate for independent non-executive Director in the expectation that he will utilize his experience and knowledge to make proposals from an objective viewpoint to management, provide accurate advice on Hong Kong law and internal controls, and exercise his supervisory function from an independent standpoint. He is currently serving as independent non-executive Director and will have served in that capacity for fourteen (14) years and three (3) months as of the conclusion of this Meeting.

Candidate number 6

Kiyohito KANDA

re-appointment

Current Position and Responsibilities in the Company Career Summary, Position, Responsibilities and Other Significant Concurrent Offices
Independent Non-executive Director October 1991 Joined Yamaichi Securities Company, Limited
Chairman of Audit Committee December 1993 Registered as Tax Accountant
Activities at Board and Committees July 1995 Established Kanda Kiyohito Tax Accountant Office (present)
Board 100% (13/13) May 1998 Instructor, Training Center of the Board of Audit of Japan (present)
Audit Committee 100% (15/15) April 2011 Part-time teacher, Faculty of Business Administration, Mejiro University
Number of Shares Beneficially Owned June 2017 Independent Non-executive Director of the Company (present)
0 April 2019 Teacher, Local Autonomy College (present)
Date of Birth
7 October 1964

(Reasons for nomination as candidate for independent non-executive Director)

Mr. Kiyohito KANDA he has extensive experience and knowledge in taxation and accounting as a certified tax accountant. He has been nominated as candidate for independent non-executive Director in the expectation that he will utilize his experience and knowledge to make proposals from an objective viewpoint to management, provide accurate advice on internal controls, and exercise his supervisory function from an independent standpoint. He is currently serving as independent non-executive Director and will have served in that capacity for nine (9) years as of the conclusion of this Meeting.

Candidate number 7

Koji KATO

re-appointment

Current Position and Responsibilities in the Company Career Summary, Position, Responsibilities and Other Significant Concurrent Offices
Independent Non-executive Director April 1994 Registered as Attorney-at-Law; Joined Ishii Law Office
Member of Audit Committee April 1997 Joined Okamura Law Office
Activities at Board and Committees November 2001 Passed the bar of the State of New York
Board 100% (13/13) May 2002 Joined Land of Lincoln Legal Foundation (State of Illinois)
Audit Committee 100% (15/15) August 2002 Joined Steptoe & Johnson LLP (Washington D.C.)
Number of Shares Beneficially Owned April 2004 Partner of Okamura Law Office (present)
0 June 2020 Independent Non-executive Director of the Company (present)
Date of Birth
17 January 1968

(Reasons for nomination as candidate for independent non-executive Director)

Mr. Koji KATO has abundant experience as an attorney and a high level of knowledge and insight regarding legal matters in general. He has been nominated as candidate for independent non-executive Director in the expectation that he will be able to utilize his expertise to make proposals from an objective viewpoint to management, provide accurate advice on internal controls, and exercise his supervisory function from an independent standpoint. He is currently serving as independent non-executive Director and will have served in that capacity for six (6) years as of the conclusion of this Meeting.


Candidate number 8

Mayumi ITO

re-appointment

Current Position and Responsibilities in the Company Career Summary, Position, Responsibilities and Other Significant Concurrent Offices
Independent Non-executive Director April 1985 Joined Thomson Japan K.K.
Member of Nomination Committee August 1987 Joined HERMES JAPON Co., Ltd.
Member of Remuneration Committee January 2005 Joined Richemont Japan Limited
Activities at Board and Committees February 2011 Joined The Swatch Group (Japan) K.K.
Board 100% (13/13) July 2017 Joined SHIGETA K.K.
Nomination Committee 100% (3/3) August 2020 Joined Premier Anti-Aging, Co., Ltd.
Remuneration Committee 100% (3/3) December 2021 CEO of Epistémè LLC (present)
Number of Shares Beneficially Owned June 2023 Independent Non-executive Director of the Company (present)
0
Date of Birth
28 January 1962

(Reasons for nomination as candidate for independent non-executive Director)

Ms. Mayumi ITO has extensive experience and knowledge in marketing and corporate management. She has been nominated as candidate for independent non-executive Director in the expectation that she will be able to use her experience and knowledge to make proposals from an objective viewpoint to management, provide accurate advice on overall business execution, and exercise her supervisory function from an independent standpoint. She is currently serving as independent non-executive Director and will have served in that capacity for three (3) year as of the conclusion of this Meeting.

(Notes)

  1. Save as the interest disclosed above, each candidate has no special interest in the Company.
  2. Reasons for the appointment of independent non-executive Directors

The Company is a "Company with Committees". A Company with Committees is an organizational framework in which the management supervision function and business execution function are clearly separated, so that both perform effectively. Under this framework, the Board specializes in management supervision, along with the 3 committees whose membership comprises a majority of the independent non-executive Directors. These committees are the Nomination Committee, the Audit Committee and the Remuneration Committee, which were established to replace the conventional Auditors system to pursue enhanced management transparency, while Executive Officers are appointed as management personnel dedicated to perform the function of business execution. As is the case with a typical company with Committees in need of appointing a number of independent non-executive Directors to operate the framework as described above, the Company proposes to elect five (5) independent non-executive Directors with the aim of further strengthening the function of the Board.

  1. Contracts for limitation of liability with independent non-executive Directors

Not applicable.

  1. Directors' and Officers' Liability Insurance

The Company has concluded a directors' and officers' liability insurance policy with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act of Japan, which provides for compensation for statutory damages and litigation costs to be borne by the insured. When each candidate is elected and assumes office as a director, they will be included as an insured under the policy.

42


43

4. Fourth Resolution: Proposed Election of an Auditor pursuant to the Listing Rules (Ordinary Resolution)

PricewaterhouseCoopers Japan LLC (“PwC Japan”), the current Auditor of the Company pursuant to Rule 13.88 of the Listing Rules, will retire upon the expiration of its current term of office with effect from the conclusion of the Meeting. Accordingly, the election of a candidate is newly proposed. This resolution is based on the recommendation of the Audit Committee.

Details of a candidate are as follows:

(As of 31 March 2026)

Name PricewaterhouseCoopers Japan LLC
Principal Office 1-1-1 Otemachi, Chiyoda-ku, Tokyo, Japan
History June 2006: Establishment of PwC Aarata
July 2006: Commencement of operations
July 2015: Changed the corporate name in Japanese from "Aarata Kansa Hojin" to "PwC Aarata Kansa Hojin"
July 2016: Converted to a limited liability audit corporation and changed the corporate name to "PwC Aarata Yugen Sekinin Kansa Hojin (PwC あらた有限責任監査法人)" (English name: PricewaterhouseCoopers Aarata LLC)
December 2023 Merged with PricewaterhouseCoopers Kyoto and started operations as PwC Japan
Overview Capital 1 billion yen
Personnel composition
Partners 265
Audit and client service personnel 3,285
Other personnel 110
Total 3,660
Among them, those who hold qualification
Certified Public Accountants (“CPAs”) 1,243
Assistant CPAs and those who passed all subjects 694

The estimated audit fee payable to PwC Japan for the interim review, annual audit and other audit related service of the consolidated financial statements of the Group for the fiscal year ending 31 March 2027 is expected to be in the range of approximately 105 million yen to 125 million yen.

The estimated audit fee has been determined after due consideration and arm's length negotiations between the Audit Committee and PwC Japan, taking into account, among other things, the accounting auditor's team formation, audit plan, implementation status, establishment of quality control system and quotation of remuneration based on "Practical Guidelines for Alliance with Accounting Auditor".

5. RECOMMENDATION

The Directors are of the opinion that the general mandate to allot, issue and deal in Shares, the general mandate to repurchase Shares, the proposed election of the Director candidates and the proposed election of an Auditor pursuant to the Listing Rules as detailed in the sections above and Appendix II are in the best interests of the Company and the Shareholders as a whole. Accordingly, they recommend the Shareholders to vote in favour of the First, Second, Third and Fourth Resolutions, as set out in the Notice.


APPENDIX III

EXPLANATORY STATEMENT

The following is an explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Meeting in relation to the grant of the general mandate to repurchase Shares (the "Repurchase Mandate").

1. SHARE CAPITAL

On the date of this document, 696,443,096 ordinary Shares are in issue and fully paid (out of which 5,000,000 Shares are held as treasury Shares).

Assuming there will be no changes from the date of this document to the date of the Meeting in number of the issued and fully paid Shares and the treasury Shares and subject to the passing of the said proposed ordinary resolution, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 69,144,309 ordinary Shares, representing not more than 10% of the issued Shares (excluding treasury Shares) as at the date of the Meeting, during the Relevant Period.

If the Company repurchases Shares under the Repurchase Mandate, the Company may cancel the repurchased Shares, and/or hold such Shares in treasury, subject to market conditions and the capital management needs of the Group at the relevant time such repurchases are made. If the Company holds Shares in treasury, any resale, transfer or use for other purposes of Shares held in treasury will be in accordance with the Listing Rules, the Articles and applicable laws and regulations of Japan.

For any treasury Shares registered in the Company's own name, the Company shall take measures to ensure that it will not exercise or receive any rights of shareholders that are suspended under applicable laws.

For any treasury Shares deposited with CCASS, the Company shall take measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares. These measures may include, for example, approval by the Company that (i) the Company will procure its broker not to give any instructions to HKSCC Nominees Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company shall give clear written instructions to its share registrar and the relevant broker to update the record to clearly identify those repurchased shares held in CCASS as treasury shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share.


45

  1. SOURCES OF SHARE REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the applicable laws of Japan. Repurchases will be made out of funds of the Company legally permitted to be utilized in this connection.

  1. IMPACT OF SHARE REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 March 2026) in the event that the Repurchase Mandate is exercised in full. However, the Directors, do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing position.

  1. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he or she or it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.

  1. GENERAL

The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of Japan and in accordance with the regulations set out in the Articles.

The Company confirms that the explanatory statement set out in this document contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither this explanatory statement nor the Repurchase Mandate has unusual features.

  1. TAKEOVERS CODE AND PUBLIC FLOAT

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission (the "Takeovers Code"). Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of a repurchase of Shares.

As at the date of this document, to the best of the knowledge and belief of the Company, Sato Aviation Capital Limited ("SAC") holds, together with the shareholding in the Company held by a company controlled by SAC, approximately 40.98% of the issued share capital of the Company (excluding treasury Shares). Exercise in full of the Repurchase Mandate, which is proposed to be granted at the Meeting, would result in an increase in the percentage of the Shares held by SAC from approximately 40.98% to approximately 45.53%. To the best knowledge and belief of the Directors, such increase may give rise to an obligation for SAC to make a mandatory offer under


Rule 26 of the Takeovers Code. Save for SAC, the Directors are not aware of any Shareholders, or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would give rise to the obligations to make mandatory offers under the Takeovers Code or which would result in the amount of Shares held by the public being reduced to less than 20.9%, the minimum percentage for the Shares to be held by the public as determined by the Stock Exchange at the time of the listing of the Shares.

8. SHARE REPURCHASES MADE BY THE COMPANY

The Company conducted repurchase of Shares in the previous six months as below.

Date Number of Shares Repurchased Price per Share (HK$)
Highest Lowest
12/3/2026 500,000 3.19 3.14
13/3/2026 500,000 3.15 3.14
16/3/2026 479,600 3.33 3.12
17/3/2026 500,000 3.39 3.27
19/3/2026 500,000 3.42 3.24
23/3/2026 500,000 3.27 3.24
24/3/2026 500,000 3.24 3.21
25/3/2026 500,000 3.25 3.21
26/3/2026 500,000 3.25 3.21
27/3/2026 257,000 3.39 3.23
30/3/2026 131,000 3.42 3.38
31/3/2026 132,400 3.46 3.42

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months were as follows:

Price per Share (HK$)
Highest Lowest
May 2025 3.51 3.19
June 2025 3.79 3.36
July 2025 3.91 3.30
August 2025 3.91 3.51
September 2025 3.85 3.54
October 2025 3.65 3.39
November 2025 3.55 3.37
December 2025 3.72 3.30
January 2026 3.46 3.28
February 2026 3.58 3.33
March 2026 3.52 3.10
April 2026 3.52 3.20
May 2026 (up to 28 May 2026)# 3.38 3.16

Being the latest practicable date prior to the printing of this convocation notice


APPENDIX IV

SUPPLEMENTAL INFORMATION ON THE THIRD RESOLUTION: Proposed Election of Eight (8) Directors (Ordinary Resolution)

ELECTION OF DIRECTORS

As stated in Part 3 of Appendix II, the following candidates (the "Candidates") are recommended by the Nomination Committee of the Board to be, subject to Shareholders' approval, elected as Directors:

  • Mr. Akira HOSAKA
  • Mr. Yoji SATO
  • Mr. Kohei SATO
  • Mr. Mitsutoshi KATO
  • Mr. Thomas Chun Kee YIP
  • Mr. Kiyohito KANDA
  • Mr. Koji KATO
  • Ms. Mayumi ITO

The Board wishes to supply the following additional information relating to the Candidates pursuant to Rule 13.51(2) of the Listing Rules to enable the Shareholders to make an informed decision on the election. This additional information should be read in conjunction with those provided in Part 3 of Appendix II.

Length of service

The Candidates, if elected as Directors at the Meeting, will hold office with immediate effect until the close of the next annual general meeting of the Shareholders to be held in 2027. The length of service of the Candidates with the Company shall be one year.

Proposed remuneration

Pursuant to Rule 13.51(2)(g) of the Listing Rules, the proposed annual remuneration of the Candidates is set out below:

Mr. Akira HOSAKA ¥34,548,000
Mr. Yoji SATO ¥3,600,000
Mr. Kohei SATO ¥6,000,000
Mr. Mitsutoshi KATO ¥7,200,000
Mr. Thomas Chun Kee YIP ¥6,000,000
Mr. Kiyohito KANDA ¥7,200,000
Mr. Koji KATO ¥6,000,000
Ms. Mayumi ITO ¥6,000,000

The proposed remuneration set out above is conditional upon the election of the Candidates as Directors at the Meeting.


Relationship with Directors, senior management, substantial Shareholders and/or controlling Shareholders

The Candidates have no financial, business, family or other material/relevant relationships with each other, except that each of Mr. Yoji SATO and Mr. Kohei SATO is a controlling Shareholder and these two persons are brothers. In addition, each of the Sato Family Members (as defined hereinafter) is a controlling Shareholder and a family member of Mr. Yoji SATO.

Interests in the Company and/or associated corporations of the Company

As at the date of the Notice, the interests and short positions of the Candidates of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")), which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they have taken or deemed to have under such provisions of the SFO), or would be required, pursuant to section 352 of the SFO, to be entered in the register referred to there in, or would be required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code"), are as follows:

(i) Interests in the Company

Name of Candidate Nature of Interest Number of Shares of the Company(1) Approximate Percentage of Interest in the Company(2)
Mr. Yoji SATO Interest in controlled corporation (3) 283,332,560
Interest in spouse(3) 760
Other(4) 109,239,040
392,572,360 56.368%
Mr. Kohei SATO Beneficial owner 49,639,680
Interest in spouse(5) 5,500,000
Other(4) 337,432,680
392,572,360 56.368%
Mr. Akira HOSAKA Beneficial owner 78,121 0.011%

Notes:
(1) All interests stated are long positions.
(2) There were 696,443,096 Shares in issue as at the date of this Notice (including 5,000,000 treasury Shares).
(3) Out of the total 283,332,560 Shares, Sato Aviation Capital Limited ("SAC"), which is wholly-owned and controlled by Mr. Yoji SATO, is beneficially interested in 187,522,560 Shares. Rich-O Co., Ltd. ("Rich-O") is beneficially interested in remaining 95,810,000 Shares and is owned as to 79.45% by SAC, 4.82% by Mr. Yoji SATO and 15.73% by Eurasia Foundation (from Asia) Limited which is also wholly-owned by Mr. Yoji SATO. Therefore, each of SAC and Rich-O is directly or indirectly controlled by Mr. Yoji SATO and the interests in the Company held by SAC and Rich-O are deemed to be Mr. Yoji SATO's interests under the SFO. Mrs. Keiko SATO, his wife, is beneficially interested in 760 Shares, and such interests are deemed to be Mr. Yoji SATO's interests under the SFO.
(4) Each of Mrs. Keiko SATO (wife of Mr. Yoji SATO), Mr. Masahiro SATO (brother of Mr. Yoji SATO), Mr. Shigehiro SATO (brother of Mr. Yoji SATO), and Mr. Kohei SATO (brother of Mr. Yoji SATO)(collectively, the "Sato Family Members") had an understanding with Mr. Yoji SATO and each other to exercise voting rights in a unified manner, and is therefore deemed to be interested in the Shares in which Mr. Yoji SATO or any other Sato Family Member is interested, and Mr. Yoji SATO is deemed to be interested in the Shares in which any Sato Family Member is interested. In addition, each of Mr. Yoji SATO, the Sato family Members and SAC, as controlling shareholder, is deemed to hold 5,000,000 treasury Shares held by the Company.


(5) Mrs. Shizuka SATO, Mr. Kohei SATO's wife, is beneficially interested in 5,500,000 Shares, and such interests are deemed to be Mr. Kohei SATO's interests under the SFO.

Save as disclosed above, as at the date of the Notice, none of the Candidates had or was deemed to have any interest or short position in the Shares, underlying Shares or debentures of the Company.

(ii) Interest in the associated corporation

None of the Candidates has any interests or short positions in the shares or underlying shares or debentures of any associated corporation of the Company.

Additional information under Rule 13.51(2)

Save as disclosed in the Notice, the Candidates have not been the directors of public companies the securities of which are listed on a securities exchange in Hong Kong or overseas in the three years immediately preceding the date of the Notice, and there is no other information regarding the Candidates to be disclosed pursuant to any requirements of provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters that would otherwise need to be brought to the attention of the Shareholders and the Stock Exchange.

Independence requirements under Rule 3.13

Mr. Mitsutoshi KATO, Mr. Thomas Chun Kee YIP, Mr. Kiyohito KANDA, Mr. Koji KATO and Ms. Mayumi ITO are Candidates for independent non-executive Directors under the Listing Rules.

The Company has received from each of the candidates for independent non-executive Directors a confirmation of his independence and considers them to be independent.

At the close of this Meeting, the tenure of director candidates Mr. Mitsutoshi KATO and Mr. Thomas Chun Kee YIP as independent non-executive Directors will be fourteen (14) years and three (3) months, and that of Mr. Kiyohito KANDA will be 9 years. For this, the Company's Nomination Committee has reviewed their confirmation of independence and assessed their independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules. As a result, the Nomination Committee has confirmed that each individual fully fulfilled their responsibilities as independent non-executive Directors during their terms of office, that they were not directly involved in the Group's business, and that there is no evidence to believe that their independence was impaired. The Nomination Committee has also confirmed that during their terms of office, they expressed their views from an independent standpoint and actively contributed to the functions that the Board should fulfil from an objective standpoint through their abundant experience and wide-ranging insight. Considering their backgrounds and past experience, the Nomination Committee believes that their valuable knowledge and experience will continue to contribute to the improvement of the Board, the Company, and Shareholder's value, and therefore, our Nomination Committee concluded that "they remain independent and should be re-appointed as independent non-executive Directors".

49


APPENDIX V

The guide map of Annual General Meeting of Shareholders

Location

Headquarters Building of Dynam Co., Ltd.

2-27-5 Nishi-Nippori, Arakawa-ku, Tokyo, Japan

Tel.

03-5850-3660

Access

JR Yamanote Line, Keihin Tohoku Line, Joban Line "Nippori Station"

Keisei "Nippori Station"

Nippori-Toneri Liner "Nippori Station"

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