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General Meetings of Shareholders4997NIHON NOHYAKU CO.,LTD.Materials and Chemicals

Supplementary Explanation of the Proposals for the 127th Annual General Meeting of Shareholders (Our Views on Proxy Advisory Firm ISS’s Recommendation to Vote Against)

Following ISS's recommendation to vote against Proposal No. 2 at the 127th Annual General Meeting of Shareholders, the Company supplemented its view seeking support for the independence of the director candidates and for the election of the representative director and president. The Company explains that, if the independence of the candidate in question is recognized, 6 of the 11 outside directors would be independent, representing a majority.

Worth reading
53Recurring
Scored from 1 of 4 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
6
Directors (independent outside directors, out of 11)
Wording
Conditional
How definitive the wording is.

Resolutions for the General Meeting of Shareholders

Annual (127th)
2026
Jun 17
Date and time(start time: Not disclosed)21 days from this disclosure to the meeting
Matters for resolution1 item
  1. Election of 7 Directors (excluding Directors who are Audit and Supervisory Committee Members)

Director nominee7 (breakdown between newly appointed and outside directors: not disclosed)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (127th)
Date and time17 June 2026 (start time: Not disclosed)
Matters for resolutionProposal No. 2: Election of 7 Directors (excluding Directors who are Audit and Supervisory Committee Members)
Director nominee7 (breakdown between newly appointed and outside directors: not disclosed)
Items this document does not state (2)
Shareholder ProposalPercentage 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.

ISS deemed Yamana (山名) non-independent because his former employment at Mitsubishi Corporation and the volume of transactions with the company had not been disclosed, and recommended voting against the election of Iwata (岩田) on the grounds that there would be only 5 independent outside directors out of 11, which would not constitute a majority. The Company explains that approximately 27 years have passed since Yamana (山名) left Mitsubishi Corporation, that he has had no business contact with Mitsubishi Corporation since leaving, and that there is no issue regarding his independence.

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.
Supplementary Explanation of the Proposals for the 127th Annual General Meeting of Shareholders (Our Views on Proxy Advisory Firm ISS’s Recommendation to Vote Against) | NIHON NOHYAKU CO.,LTD. (4997) timely disclosure | Komori