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General Meeting of Shareholders2531TAKARA HOLDINGS INC.Food

Notice of the date, time and venue of the extraordinary general meeting of shareholders, the agenda items to be submitted, and the Board of Directors’ opinion on the shareholder proposals

At the request of ValueAct Japan Master Fund, L.P., an extraordinary general meeting of shareholders will be held on 16 December 2026, at which shareholder proposals to dismiss 3 outside directors and elect 3 new outside directors will be submitted for consideration. The company expressed opposition to all 6 agenda items.

Worth reading
84Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
6
proposals
Wording
Definitive
How definitive the wording is.

Resolutions for the General Meeting of Shareholders

Extraordinary general meeting of shareholders
2026
Dec 16
Date and time36 days from this disclosure to the meeting
Matters for resolution6 items

  1. Dismissal of Director Tomotsune Riko (友常理子)

  2. Dismissal of Director Kawakami Tomoko (川上智子)

  3. Dismissal of Director Motomiya Takao (本宮孝夫)

  4. Election of 1 director (Eric Johnson)

  5. Election of 1 director (Tashiro Yuko (田代祐子))

  6. Election of 1 director (Mark André Tousignant)

Shareholder Proposal

Proposing shareholder: ValueAct Japan Master Fund, L.P. Proposal to dismiss 3 directors and elect 3 directors. The Board of Directors opposes all proposals.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
3Nominees
3New
3Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingExtraordinary general meeting of shareholders
Date and time10:00 a.m. on Wednesday, 16 December 2026
Matters for resolutionProposal No. 1: Dismissal of Director Tomotsune Riko (友常理子), Proposal No. 2: Dismissal of Director Kawakami Tomoko (川上智子), Proposal No. 3: Dismissal of Director Motomiya Takao (本宮孝夫), Proposal No. 4: Election of 1 director (Eric Johnson), Proposal No. 5: Election of 1 director (Tashiro Yuko (田代祐子)), Proposal No. 6: Election of 1 director (Mark André Tousignant)
Shareholder ProposalProposing shareholder: ValueAct Japan Master Fund, L.P. Proposal to dismiss 3 directors and elect 3 directors. The Board of Directors opposes all proposals.
Director nominee3 people, including 3 new and 3 outside directors
Items this document does not state (1)
Percentage voting in favor

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The company explains that the current composition of the Board of Directors is optimal and that the incumbent outside directors are performing the oversight and advisory functions required for the medium-term management plan and business portfolio reform. It therefore believes that the proposals submitted by the proposing shareholder are not appropriate for the enhancement of medium- to long-term corporate value or the common interests of shareholders.

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Notice of the date, time and venue of the extraordinary general meeting of shareholders, the agenda items to be submitted, and the Board of Directors’ opinion on the shareholder proposals | TAKARA HOLDINGS INC. (2531) timely disclosure | Komori