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Governance9119IINO KAIUN KAISHA,LTD.Transportation and Logistics

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

The Board of Directors decided to oppose all 4 proposals submitted by shareholders: abolishing the takeover defense measures, disclosing directors’ compensation on an individual basis, paying an additional dividend, and acquiring treasury shares. The Company has indicated that it intends to maintain the takeover defense measures and implement dividends and share repurchases flexibly in response to the circumstances.

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Governance structure

Committee3
Nomination and Compensation Advisory Committee: A majority of its members are independent outside directorsand the chair is also an independent outside director. Howeverthe exact proportion of outside members is 非開示
Policy on cross-shareholdings

The Company plans to reduce its strategic shareholdings. The results of reductions in the number and value of holdings are Not disclosed

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

Takeover defenses

In place and continuing (opposed to the proposal to abolish them)

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

In the medium-term management plan announced on 8 May 2026, the Company announced a new dividend policy providing for a minimum dividend of ¥30 per share, as well as a policy of implementing share repurchases flexibly as needed. On this occasion, the Company resolved to oppose all 4 shareholder proposals.

Governance structure
ItemDetails
CommitteeNomination and Compensation Advisory Committee: A majority of its members are independent outside directors, and the chair is also an independent outside director. However, the exact proportion of outside members is Not disclosed
Policy on cross-shareholdingsThe Company plans to reduce its strategic shareholdings. The results of reductions in the number and value of holdings are Not disclosed
Takeover defensesIn place and continuing (opposed to the proposal to abolish them)
Changes this timeIn the medium-term management plan announced on 8 May 2026, the Company announced a new dividend policy providing for a minimum dividend of ¥30 per share, as well as a policy of implementing share repurchases flexibly as needed. On this occasion, the Company resolved to oppose all 4 shareholder proposals.
Items this document does not state (4)
Corporate Governance StructureNumber of directorsNumber of independent officersControlling 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 takeover defense measures are necessary to ensure that shareholders have sufficient information and time for consideration when making decisions, thereby protecting corporate value and the common interests of shareholders. Their fairness is also ensured through mechanisms including a special committee and a general meeting to confirm shareholder intent. Individual disclosure of compensation is unnecessary because the existing compensation determination process and disclosures required under applicable laws and regulations are sufficient. Dividends and share repurchases must be balanced with investments for growth, maintenance of the business base, and ensuring financial soundness. Deciding in advance to pay dividends at a high level or to acquire a fixed amount of treasury shares could therefore impair corporate value over the medium to long term.

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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 Regarding the Board of Directors’ Opinion on the Shareholder Proposal | IINO KAIUN KAISHA,LTD. (9119) timely disclosure | Komori