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Governance6333TEIKOKU CORPORATIONMachinery

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

An individual shareholder submitted a proposal to establish in the Articles of Incorporation a special committee to consider strategies including taking the company private. The Board of Directors resolved to oppose the proposal.

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Contents of this filing

Policy on cross-shareholdings

The Company substantially reduced its strategic shareholdings, bringing the balance down to a negligible level.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Changes this time

The Board of Directors resolved to oppose an individual shareholder’s proposal to establish in the Articles of Incorporation a special committee to consider strategies including taking the company private.

この書類は、機関設計や取締役会の構成そのものは述べていません。上に示したのは、この書類が述べている変更点です。

Contents of this filing
ItemDetails
Policy on cross-shareholdingsThe Company substantially reduced its strategic shareholdings, bringing the balance down to a negligible level.
Changes this timeThe Board of Directors resolved to oppose an individual shareholder’s proposal to establish in the Articles of Incorporation a special committee to consider strategies including taking the company private.
Items this document does not state (6)
Corporate Governance StructureNumber of directorsNumber of independent officersCommitteeTakeover 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 Board of Directors explained that the existing Board, together with the independent outside directors, can fully perform the decision-making and oversight functions needed to protect minority shareholders and enhance shareholder value, making a new special committee unnecessary. It also expressed concern that fixing the committee’s composition, authority to appoint external experts, budget, review period and disclosure obligations in the Articles of Incorporation could impede flexible and agile decision-making in response to changes in the business environment.

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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.
Notice Regarding the Board of Directors’ Opinion on the Shareholder Proposal | TEIKOKU CORPORATION (6333) timely disclosure | Komori