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General Meetings of Shareholders4527ROHTO PHARMACEUTICAL CO.,LTD.Pharmaceuticals

Our Views on the Recommendation Report Issued by ISS, a Proxy Advisory Firm

Following ISS's recommendations, Rohto Pharmaceutical again explained the Board of Directors' positions for and against the company's proposals and shareholder proposals. Among the shareholder proposals for which ISS recommended voting in favor, the company continues to oppose Proposal No. 4 and Proposal No. 6.

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Resolutions for the General Meeting of Shareholders

Annual, 90th
2026
Jun 24
Date and time(start time: Not disclosed)8 days from this disclosure to the meeting
Matters for resolution1 item
  1. Election of 14 directors; Proposals No. 2 through No. 9 (titles of individual proposals: Not disclosed)

Shareholder Proposal

AVI JAPAN OPPORTUNITY TRUST PLC proposed Proposal No. 2, and LONGCHAMP SICAV proposed Proposals No. 3 through No. 9. The Board of Directors opposes all of them. The company explained its reasons for opposing Proposal No. 4, "Proposal to Amend the Articles of Incorporation Regarding the Body Responsible for Determining Dividends of Surplus, etc.," and Proposal No. 6, "Proposal for Approval of Compensation Amounts Related to the Restricted Stock Compensation Plan."

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee14 candidates. The numbers of new and outside candidates are Not disclosed.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual, 90th
Date and time24 June 2026 (start time: Not disclosed)
Matters for resolutionProposal No. 1: Election of 14 directors; Proposals No. 2 through No. 9 (titles of individual proposals: Not disclosed)
Shareholder ProposalAVI JAPAN OPPORTUNITY TRUST PLC proposed Proposal No. 2, and LONGCHAMP SICAV proposed Proposals No. 3 through No. 9. The Board of Directors opposes all of them. The company explained its reasons for opposing Proposal No. 4, "Proposal to Amend the Articles of Incorporation Regarding the Body Responsible for Determining Dividends of Surplus, etc.," and Proposal No. 6, "Proposal for Approval of Compensation Amounts Related to the Restricted Stock Compensation Plan."
Director nominee14 candidates. The numbers of new and outside candidates are Not disclosed.
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 Proposal No. 4, there is no need to change the Board of Directors' existing decision-making framework, under which dividends and other matters are determined as part of the overall capital allocation policy, including growth investment, financial discipline and shareholder returns. For Proposal No. 6, compensation systems, including restricted stock compensation, should be designed as a whole based on the characteristics of the business, management strategy, existing compensation structure and deliberations by the Compensation Committee. It would therefore be inappropriate to establish part of the framework in advance through a shareholder proposal.

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Our Views on the Recommendation Report Issued by ISS, a Proxy Advisory Firm | ROHTO PHARMACEUTICAL CO.,LTD. (4527) timely disclosure | Komori