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General Meetings of Shareholders4527ROHTO PHARMACEUTICAL CO.,LTD.Pharmaceuticals

Notice of Convocation of the 90th Annual General Meeting of Shareholders and General Meeting Materials

At the 90th Annual General Meeting of Shareholders, the Company will submit a company proposal to elect 14 directors, along with 8 shareholder proposals. The shareholder proposals concern the removal of a director, amendments to the Articles of Incorporation, the acquisition of treasury shares, and stock-based compensation, among other matters. The Board of Directors opposes all of them.

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Resolutions for the General Meeting of Shareholders

Annual (90th)
2026
Jun 24
Date and time(Wednesday), 10:00 a.m. (reception opens at 9:00 a.m.)23 days from this disclosure to the meeting
Matters for resolution9 items (8 from the company, 1 from shareholders)
  1. Election of 14 Directors

  2. Removal of 1 Director

    Shareholder Proposal
  3. Amendments to the Articles of Incorporation concerning the establishment of a Strategic Review Committee

  4. Amendments to the Articles of Incorporation concerning the decision-making body for dividends of surplus and other matters

  5. Acquisition of treasury shares

  6. Approval of compensation amounts under the restricted stock compensation plan

  7. Amendments to the Articles of Incorporation concerning the composition of outside directors

  8. Amendments to the Articles of Incorporation concerning measures to achieve management conscious of the cost of capital and stock price

  9. Amendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders

Shareholder Proposal

Yes. Proposal No. 2 was submitted by AVI JAPAN OPPORTUNITY TRUST PLC, and Proposals No. 3 through No. 9 were submitted by LONGCHAMP SICAV. The Board of Directors opposes Proposals No. 2 through No. 9.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee
14Nominees
0New
5Outside
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (90th)
Date and time24 June 2026 (Wednesday), 10:00 a.m. (reception opens at 9:00 a.m.)
Matters for resolutionProposal No. 1: Election of 14 Directors, Proposal No. 2: Removal of 1 Director, Proposal No. 3: Amendments to the Articles of Incorporation concerning the establishment of a Strategic Review Committee, Proposal No. 4: Amendments to the Articles of Incorporation concerning the decision-making body for dividends of surplus and other matters, Proposal No. 5: Acquisition of treasury shares, Proposal No. 6: Approval of compensation amounts under the restricted stock compensation plan, Proposal No. 7: Amendments to the Articles of Incorporation concerning the composition of outside directors, Proposal No. 8: Amendments to the Articles of Incorporation concerning measures to achieve management conscious of the cost of capital and stock price, Proposal No. 9: Amendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders
Shareholder ProposalYes. Proposal No. 2 was submitted by AVI JAPAN OPPORTUNITY TRUST PLC, and Proposals No. 3 through No. 9 were submitted by LONGCHAMP SICAV. The Board of Directors opposes Proposals No. 2 through No. 9.
Director nominee14, including 0 new candidates and 5 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.

For the company proposal, the Company is seeking the re-election of the 14 incumbent directors because their terms of office are expiring. The Board of Directors opposes the shareholder proposals on the grounds of corporate value and the common interests of shareholders, the unity and flexibility of management decision-making, and the associated administrative burden, among other reasons.

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Notice of Convocation of the 90th Annual General Meeting of Shareholders and General Meeting Materials | ROHTO PHARMACEUTICAL CO.,LTD. (4527) timely disclosure | Komori