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General Meetings of Shareholders9982Takihyo Co.,Ltd.Trading & Wholesale

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

The Company’s Board of Directors resolved to oppose all 4 shareholder proposals submitted by shareholders and disclosed the reasons for its opposition.

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Resolutions for the General Meeting of Shareholders

Annual (115th)
2026
May 27
Date and time(start time: Not disclosed)44 days from this disclosure to the meeting
Matters for resolution4 items
  1. Proposal for the abolition of the policy for responding to large-scale purchases of the Company’s share certificates and other securities (acquisition response policy)

  2. Proposal for a partial amendment to the Articles of Incorporation (individual disclosure of director compensation)

  3. Appropriation of surplus

  4. Proposal for the acquisition of treasury shares

Shareholder Proposal

4 proposals submitted by LIM JAPAN EVENT MASTER FUND. The proposals concern the abolition of the acquisition response policy, an amendment to the Articles of Incorporation regarding individual disclosure of director compensation, a disposition of surplus based on ¥150 per share, and the acquisition of treasury shares up to a limit of 366,000 shares and a total acquisition cost of ¥833 million. The Board of Directors opposes all of them.

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (115th)
Date and time27 May 2026 (start time: Not disclosed)
Matters for resolutionProposal for the abolition of the policy for responding to large-scale purchases of the Company’s share certificates and other securities (acquisition response policy), Proposal for a partial amendment to the Articles of Incorporation (individual disclosure of director compensation), Appropriation of surplus, Proposal for the acquisition of treasury shares
Shareholder Proposal4 proposals submitted by LIM JAPAN EVENT MASTER FUND. The proposals concern the abolition of the acquisition response policy, an amendment to the Articles of Incorporation regarding individual disclosure of director compensation, a disposition of surplus based on ¥150 per share, and the acquisition of treasury shares up to a limit of 366,000 shares and a total acquisition cost of ¥833 million. The Board of Directors opposes all of them.
Items this document does not state (2)
Director nomineePercentage 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 Company explained that its policy for responding to acquisitions is necessary to protect the common interests of shareholders, and that the determination and disclosure of director compensation are sufficiently addressed under the current system. Regarding the disposition of surplus and the acquisition of treasury shares, the Company cited its policy of maintaining a certain level of retained earnings and a sound financial base while allocating funds to growth investments in areas including human capital, digital transformation and logistics capabilities.

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Notice Concerning the Board of Directors’ Opinion on the Shareholder Proposal | Takihyo Co.,Ltd. (9982) timely disclosure | Komori