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Governance4527ROHTO PHARMACEUTICAL CO.,LTD.Pharmaceuticals

Notice of Receipt of Written Proposal from a Shareholder

The Company has received shareholder proposals from 2 shareholders concerning the removal of 1 director, the establishment of a Strategic Review Committee, dividends and share buybacks, the compensation system, the composition of outside directors, and other matters. The Board of Directors has not yet decided its position on or response to the proposals.

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Governance structure

Committee1
An amendment to the Articles of Incorporation has been proposed to establish a Strategic Review Committee. It is not disclosed whether the committee has been established or what proportion of its members are outside members.
Changes this time

The Company received shareholder proposals from 2 shareholders. AVI JAPAN OPPORTUNITY TRUST PLC proposed the removal of 1 director, while LONGCHAMP SICAV proposed 7 agenda items concerning the establishment of a Strategic Review Committee, the body authorized to determine dividends and other matters, share buybacks, restricted stock compensation, the composition of outside directors, management that is conscious of the cost of capital and share price, and the record date for the Annual General Meeting of Shareholders.

Governance structure
ItemDetails
CommitteeAn amendment to the Articles of Incorporation has been proposed to establish a Strategic Review Committee. It is not disclosed whether the committee has been established or what proportion of its members are outside members.
Changes this timeThe Company received shareholder proposals from 2 shareholders. AVI JAPAN OPPORTUNITY TRUST PLC proposed the removal of 1 director, while LONGCHAMP SICAV proposed 7 agenda items concerning the establishment of a Strategic Review Committee, the body authorized to determine dividends and other matters, share buybacks, restricted stock compensation, the composition of outside directors, management that is conscious of the cost of capital and share price, and the record date for the Annual General Meeting of Shareholders.
Items this document does not state (6)
Corporate Governance StructureNumber of directorsNumber of independent officersPolicy on cross-shareholdingsTakeover defensesControlling 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 Company received shareholder proposals from AVI JAPAN OPPORTUNITY TRUST PLC and LONGCHAMP SICAV indicating their intention to exercise their shareholder proposal rights in connection with the 90th Annual General Meeting of Shareholders scheduled for 24 June 2026. The Board of Directors will carefully consider and deliberate on its views and will disclose them once decided.

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Notice of Receipt of Written Proposal from a Shareholder | ROHTO PHARMACEUTICAL CO.,LTD. (4527) timely disclosure | Komori