Nidec Announces the Policy for Holding the 53rd Annual General Meeting of Shareholders and an Extraordinary General Meeting of Shareholders

KYOTO, Japan--(BUSINESS WIRE)--The Company hereby announces that it has resolved the policy for holding the 53rd Annual General Meeting of Shareholders and an Extraordinary General Meeting of Shareholders as follows:

1. Policy for Holding the 53rd Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders
The Company established a Third-Party Committee on September 3, 2025, in response to issues relating to trade transactions and tariffs at its overseas subsidiaries, which gave rise to suspicions that improper accounting had been conducted at the Company and its group companies, with the involvement or knowledge of its or their management.

The Company subsequently received investigation reports from the Third-Party Committee on February 27, 2026, and April 17, 2026. These reports confirmed numerous instances of accounting misconduct across multiple locations within the Company’s group, including the deferral of inventory valuation losses, the avoidance of impairment losses on fixed assets, and the capitalization of expenditures that should have been expensed.

As a result of these series of accounting misconduct issues within the Company’s group, delays have occurred in the financial closing and audit procedures. Consequently, the Company will not be able to provide the business report, consolidated financial statements, non-consolidated financial statements, the audit report of the Audit and Supervisory Committee, and the audit report of the accounting auditor for the 53rd fiscal year (April 1, 2025 to March 31, 2026) at the 53rd Annual General Meeting of Shareholders scheduled to be held on June 18, 2026.

Accordingly, the Company has decided to hold an Extraordinary General Meeting of Shareholders at a later date, at which it will report and/or seek approval for the business report, consolidated financial statements, non-consolidated financial statements, and the audit results of the Audit and Supervisory Committee and the accounting auditor for the 53rd fiscal year.

2. Outline of the Annual General Meeting of Shareholders
(1) Time and Date:
10:00 a.m. on Thursday, June 18, 2026 (Japan Time)
(2) Venue:
Shunju-no-Ma (Hall of Spring and Autumn), Second Floor,
RIHGA Royal Hotel Kyoto
1 Taimatsu-cho, Shiokoji-sagaru, Higashiorikawa-dori,
Shimogyo-ku, Kyoto, 600-8237, Japan
(3) Matters to be Addressed:
Agenda Reports:
1. Report on the investigation results of the Third-Party Committee and the improvement plan
Proposals:
1. Partial amendments to the Articles of Incorporation
2. Election of eight Members of the Board of Directors who are not Audit and Supervisory Committee Members
3. Election of four Members of the Board of Directors who are Audit and Supervisory Committee Members
4. Revision of remuneration for the Members of the Board of Directors who are not Audit and Supervisory Committee Members
5. Revision of remuneration for the Members of the Board of Directors who are Audit and Supervisory Committee Members

3. Date and Venue of the Extraordinary General Meeting of Shareholders
The date and venue of the Extraordinary General Meeting of Shareholders will be announced promptly once they have been determined.

4. Matters to be Addressed at the Extraordinary General Meeting of Shareholders
At the Extraordinary General Meeting of Shareholders, the Company plans to report and/or seek approval for the business report, consolidated financial statements, and non-consolidated financial statements for the 53rd fiscal year, as well as the audit results of the consolidated financial statements.
Details of the agenda items will be announced once they have been determined by the Board of Directors at a future meeting.