Notice Regarding the Extraordinary General Meeting of Shareholders and the Board of Directors’ Opinion on the Shareholder Proposals
MEDIPAL HOLDINGS CORPORATION
Extraordinary general meeting of shareholders: Iris Room, 3rd Floor, Tokyo Bay Ariake Washington Hotel, 3-7-11 Ariake, Koto-ku, Tokyo. Agenda items: Articles of Incorporation, Director Watanabe Shuichi (渡辺 秀一), special dividend, acquisition of treasury shares
Receipt of a demand to convene an extraordinary general meeting of shareholders and shareholder proposals from The Northern Trust Company AVFC Re: Silchester International Investors International Value Equity Trust, the proposing shareholder
Total special dividend of approximately ¥24.9 billion, acquisition of treasury shares of ¥85 billion, and total cash outflow of approximately ¥109.9 billion if both proposals are approved (all amounts are proposed or planned amounts under the shareholder proposals)
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
The proposing parties have continuously held more than 3% of the voting rights of all shareholders for the past six months. The Silchester-managed funds hold a combined 12.91% of the total issued shares excluding treasury shares (26,425,900 shares)
Related procedures
Shareholder demand to convene an extraordinary general meeting of shareholders, shareholder proposals, and the holding of an extraordinary general meeting of shareholders
Company response
The shareholder proposal seeks the dismissal of Director Watanabe Shuichi (渡辺 秀一), but the company’s Board of Directors opposes it
An extraordinary general meeting of shareholders will be held on 15 December 2026. The company will continue to pursue the optimal balance between growth investment and shareholder returns and maintain constructive dialogue with shareholders. The next management vision is scheduled to be announced when the full-year results for the fiscal year ending March 2027 are released in May 2027
An extraordinary general meeting of shareholders is scheduled to be held on 15 December 2026. The next management vision is scheduled to be announced when the full-year results for the fiscal year ending March 2027 are released in May 2027
| Item | Details |
|---|---|
| Event name | Notice Regarding the Extraordinary General Meeting of Shareholders and the Board of Directors’ Opinion on the Shareholder Proposals |
| Date of occurrence | 5 November 2026 (the date on which the Board of Directors resolved the meeting date, agenda items and its opinion) |
| Date recognized / date notice received | 2 November 2026 (the date on which the shareholder proposals were received from the proposing shareholders) |
| Subject Entity | MEDIPAL HOLDINGS CORPORATION |
| Target Locations / Products | Extraordinary general meeting of shareholders: Iris Room, 3rd Floor, Tokyo Bay Ariake Washington Hotel, 3-7-11 Ariake, Koto-ku, Tokyo. Agenda items: Articles of Incorporation, Director Watanabe Shuichi (渡辺 秀一), special dividend, acquisition of treasury shares |
| Cause | Receipt of a demand to convene an extraordinary general meeting of shareholders and shareholder proposals from The Northern Trust Company AVFC Re: Silchester International Investors International Value Equity Trust, the proposing shareholder |
| Amount of Impact on Business Performance | Total special dividend of approximately ¥24.9 billion, acquisition of treasury shares of ¥85 billion, and total cash outflow of approximately ¥109.9 billion if both proposals are approved (all amounts are proposed or planned amounts under the shareholder proposals) |
| Type of litigation or proceeding | Shareholder demand to convene an extraordinary general meeting of shareholders, shareholder proposals, and the holding of an extraordinary general meeting of shareholders |
| Directors' and officers' liability | The shareholder proposal seeks the dismissal of Director Watanabe Shuichi (渡辺 秀一), but the company’s Board of Directors opposes it |
| Voting rights ownership percentage before the change | The proposing parties have continuously held more than 3% of the voting rights of all shareholders for the past six months. The Silchester-managed funds hold a combined 12.91% of the total issued shares excluding treasury shares (26,425,900 shares) |
| Outlook | An extraordinary general meeting of shareholders will be held on 15 December 2026. The company will continue to pursue the optimal balance between growth investment and shareholder returns and maintain constructive dialogue with shareholders. The next management vision is scheduled to be announced when the full-year results for the fiscal year ending March 2027 are released in May 2027 |
| Planned follow-up disclosure | An extraordinary general meeting of shareholders is scheduled to be held on 15 December 2026. The next management vision is scheduled to be announced when the full-year results for the fiscal year ending March 2027 are released in May 2027 |
Items this document does not state (13)
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 opposes the proposal to dismiss Watanabe Shuichi (渡辺 秀一) based on his contributions to past business performance, dividends and the share price, the need to support the transition to a new management structure, and the fact that his reappointment has been approved each year. It opposes the special dividend and the acquisition of treasury shares because they could undermine opportunities for growth investment, financial soundness, the stable supply of pharmaceuticals and other products, and share liquidity.