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Governance5947RINNAI CORPORATIONConstruction and Materials

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

The Board of Directors resolved to oppose both of the two proposals submitted by a shareholder: a change to the director compensation system and a change to the record date for voting rights at the Annual General Meeting of Shareholders.

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Governance structure

Committee1
Compensation Advisory Committee (a majority of whose members are independent outside directors)
Changes this time

The Board of Directors resolved to oppose both shareholder proposals.

Governance structure
ItemDetails
CommitteeCompensation Advisory Committee (a majority of whose members are independent outside directors)
Changes this timeThe Board of Directors resolved to oppose both shareholder proposals.
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.

Regarding the compensation proposal, the Company believes that value sharing with shareholders is sufficiently ensured through the current compensation structure, share ownership guidelines and Compensation Advisory Committee. Regarding the change to the record date, the Company cited the mismatch between shareholders entitled to receive dividends and those entitled to exercise voting rights, practical issues involving audits, disclosure, notices of convocation and shareholder register management, and the difficulty of reconciling the change with the timing of the General Meeting of Shareholders stipulated in the Articles of Incorporation.

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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.
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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 | RINNAI CORPORATION (5947) timely disclosure | Komori