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General Meetings of Shareholders9265YAMASHITA HEALTH CARE HOLDINGS,INC.Trading & Wholesale

Notice Regarding the Board of Directors’ Opinion on the Shareholder Proposal at the 9th Annual General Meeting of Shareholders

The Board of Directors decided to oppose all of the shareholder proposals: the election of 2 outside directors, a dividend of ¥100 per share, and an amendment to the Articles of Incorporation to establish a Corporate Value Enhancement Committee.

Worth reading
86Important
Scored from 3 of 4 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
100
¥ / dividend per share (shareholder proposal)
Wording
Definitive
How definitive the wording is.

Resolutions for the General Meeting of Shareholders

Annual (9th Annual General Meeting of Shareholders)
Matters for resolution3 items
  1. (Shareholder Proposal): Election of 2 Outside Directors

  2. (Shareholder Proposal): Appropriation of Surplus

  3. (Shareholder Proposal): Amendment to the Articles of Incorporation to Establish a Corporate Value Enhancement Committee

Shareholder Proposal

The proposing shareholder is Triple Four Investment Business Partnership. It proposed the election of 2 outside directors, an appropriation of surplus of ¥100 per share, and an amendment to the Articles of Incorporation to establish a Corporate Value Enhancement Committee. The Board of Directors opposed all of the proposals.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nominee2 (breakdown between new and outside: Not disclosed)
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (9th Annual General Meeting of Shareholders)
Matters for resolutionProposal No. 3 (Shareholder Proposal): Election of 2 Outside Directors, Proposal No. 4 (Shareholder Proposal): Appropriation of Surplus, Proposal No. 5 (Shareholder Proposal): Amendment to the Articles of Incorporation to Establish a Corporate Value Enhancement Committee
Shareholder ProposalThe proposing shareholder is Triple Four Investment Business Partnership. It proposed the election of 2 outside directors, an appropriation of surplus of ¥100 per share, and an amendment to the Articles of Incorporation to establish a Corporate Value Enhancement Committee. The Board of Directors opposed all of the proposals.
Director nominee2 (breakdown between new and outside: Not disclosed)
Items this document does not state (2)
Date and timePercentage voting in favor

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 reasons given were doubts about the independence of the outside director candidates and duplication of their skills with those of the existing Board of Directors; the dividend proposal did not sufficiently consider growth investment, financial soundness and management stability; and the committee proposal could impede agile and flexible governance and unnecessarily constrain the role of the Board of Directors.

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Notice Regarding the Board of Directors’ Opinion on the Shareholder Proposal at the 9th Annual General Meeting of Shareholders | YAMASHITA HEALTH CARE HOLDINGS,INC. (9265) timely disclosure | Komori