PicoCELA Inc.
For the period ended Mar 6, 2026. Filed Mar 6, 2026.
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Mar 6, 2026 · Filed Mar 6, 2026
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Contents
EX-99.1 · Reference Documents Relating to the Solicitation of Proxy Votes
Reference Documents Relating to the Solicitation of Proxy Votes
| 1. | Solicitor of proxy votes |
| Hiroshi Furukawa | |
| CEO and Representative Director | |
| PicoCELA Inc. |
| 2. | Proposals and reference information |
| Proposal 1 | Offsetting Accumulated Deficit against Other Capital Surplus |
Based on the Article 452 of the Japanese Companies Acts, we propose offsetting Accumulated Deficit against Other Capital Surplus as follows:
| 1. | Class of Capital and the amount of reduction: |
| ¥1,376,478,327 of Other Capital Surplus is reduced | |
|---|---|
| 2. | Class of Capital and the amount to be offset: |
| ¥1,376,478,327 of Accumulated Deficit is offset to zero | |
| 3. | On the effective date of Offsetting Accumulated Deficit against Other Capital Surplus is February 25, 2026 |
| Proposal 2 | Partial Amendment of the Articles of Incorporation |
| 1. | Reasons for the Proposal |
| i) | Proposal for Amendment of Article 6 (Total Number of Authorized Shares) We propose increasing the total number of authorized shares to secure future funding and flexibility in business development in accordance with the provisions of Article 113, paragraph (3) of the Companies Act. |
| 2. | Details of amendment |
The details of the amendment of the Proposal are as follows.
These partial amendment of the Articles of Incorporation will be effective at the conclusion of this meeting.
| Current Articles of Incorporation | Proposed amendment |
|---|---|
| Article 6 | Article 6 |
| (Total Number of Authorized Shares) | (Total Number of Authorized Shares) |
| The total number of authorized shares of the Company shall be 4,615,224. | The total number of authorized shares of the Company shall be 16,615,220. |
| (Note: Underlined indicates the area of change) |
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