Komori
Governance3106KURABO INDUSTRIES LTD.Materials and Chemicals

Notice Concerning the Board of Directors’ Opinion on the Shareholder Proposal

The Board of Directors resolved to oppose all proposals submitted by shareholders concerning amendments to the Articles of Incorporation relating to takeover defense measures and the abolition of the takeover defense measures. The Company has stated that it intends to maintain the takeover defense measures until the conclusion of the Annual General Meeting of Shareholders scheduled for June 2028.

Worth reading
55In focus
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
—
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Wording
Definitive
How definitive the wording is.

Governance structure

Committee1
Independent Committee (percentage of external members: 非開示)
Policy on cross-shareholdings

Reduce cross-shareholdings to less than 20% of consolidated net assets by the end of fiscal 2027

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

Implemented and maintained (continuation approved on 25 June 2025; effective until the conclusion of the Annual General Meeting of Shareholders scheduled for June 2028)

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

The Board of Directors resolved to oppose all shareholder proposals. No change to the continuation or abolition of the takeover defense measures themselves has been disclosed.

Governance structure
ItemDetails
CommitteeIndependent Committee (percentage of external members: Not disclosed)
Policy on cross-shareholdingsReduce cross-shareholdings to less than 20% of consolidated net assets by the end of fiscal 2027
Takeover defensesImplemented and maintained (continuation approved on 25 June 2025; effective until the conclusion of the Annual General Meeting of Shareholders scheduled for June 2028)
Changes this timeThe Board of Directors resolved to oppose all shareholder proposals. No change to the continuation or abolition of the takeover defense measures themselves has been disclosed.
Items this document does not state (4)
Corporate Governance StructureNumber of directorsNumber of independent officersControlling shareholder

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 measures are necessary to secure sufficient time and information to respond to acquisitions that could harm corporate value or the common interests of shareholders, and to enable negotiations with the proposer. The Company also explained that the measures are reasonable because they respect the recommendations of the Independent Committee, provide a mechanism for confirming shareholders’ intentions when necessary, and complement initiatives to enhance corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Board of Directors’ Opinion on the Shareholder Proposal | KURABO INDUSTRIES LTD. (3106) timely disclosure | Komori