Notice Regarding a Shareholder's Request to Convene an Extraordinary General Meeting of Shareholders
MEDIPAL HOLDINGS CORPORATION (requesting shareholder: The Northern Trust Company AVFC Re: Silchester International Investors International Value Equity Trust)
The requesting shareholder cited excess capital accumulation, a low ROE, a low shareholder payout ratio, and management's disregard for shareholder requests, among other reasons. The Company's own explanation of the cause is Not disclosed.
The amount and accounting classification of the impact on the Company's results are Not disclosed. The request proposes a special dividend of ¥122 per share and the acquisition of treasury shares for a total amount of ¥95 billion.
Related procedures
Request to convene an extraordinary general meeting of shareholders pursuant to Article 297, Paragraph 1 of the Companies Act
Company response
The requesting shareholder has proposed, as Proposal No. 1, the dismissal of Director Watanabe Shuichi (渡辺秀一). Any reduction in remuneration, disciplinary action, resignation or other action by the Company is Not disclosed.
The Company will carefully review the contents of the request and disclose its response policy once it has been decided. It also intends to continue dialogue with the requesting shareholder and its investment manager. The requesting shareholder is seeking the convening of an extraordinary general meeting of shareholders no later than 30 October 2026.
The Company will disclose its response policy once it has been decided. The specific disclosure date is Not disclosed.
| Item | Details |
|---|---|
| Event name | Notice Regarding a Shareholder's Request to Convene an Extraordinary General Meeting of Shareholders |
| Date of occurrence | 2 September 2026 (date of preparation and submission of the request to convene an extraordinary general meeting of shareholders) |
| Date recognized / date notice received | 2 September 2026 (the date the Company received the request) |
| Subject Entity | MEDIPAL HOLDINGS CORPORATION (requesting shareholder: The Northern Trust Company AVFC Re: Silchester International Investors International Value Equity Trust) |
| Cause | The requesting shareholder cited excess capital accumulation, a low ROE, a low shareholder payout ratio, and management's disregard for shareholder requests, among other reasons. The Company's own explanation of the cause is Not disclosed. |
| Amount of Impact on Business Performance | The amount and accounting classification of the impact on the Company's results are Not disclosed. The request proposes a special dividend of ¥122 per share and the acquisition of treasury shares for a total amount of ¥95 billion. |
| Type of litigation or proceeding | Request to convene an extraordinary general meeting of shareholders pursuant to Article 297, Paragraph 1 of the Companies Act |
| Directors' and officers' liability | The requesting shareholder has proposed, as Proposal No. 1, the dismissal of Director Watanabe Shuichi (渡辺秀一). Any reduction in remuneration, disciplinary action, resignation or other action by the Company is Not disclosed. |
| Outlook | The Company will carefully review the contents of the request and disclose its response policy once it has been decided. It also intends to continue dialogue with the requesting shareholder and its investment manager. The requesting shareholder is seeking the convening of an extraordinary general meeting of shareholders no later than 30 October 2026. |
| Planned follow-up disclosure | The Company will disclose its response policy once it has been decided. The specific disclosure date is Not disclosed. |
Items this document does not state (15)
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 Company stated that it had received the request and would carefully review its contents before deciding and disclosing its response policy, but it did not explain the reasons for the request as reasons attributable to the Company itself. The requesting shareholder cited excess capital accumulation, low ROE, insufficient shareholder returns, and management's failure to submit shareholder proposals to the general meeting as reasons.