INTAGE HOLDINGS Inc.
Notice on the Board of Directors’ Opinion Regarding Shareholder Proposals
In response to shareholder proposals, opposing the matters of share buyback and the amendment to fix the number of outside directors. Reaffirms dividend policy and capital allocation in line with the medium-term plan, emphasizing capital efficiency and shareholder returns.
Key Figures
- Consolidated dividend payout ratio target: 50% (final year 2026)
- DOE target: 5.5% (2026)
- ROE target: 12% (during the 15-term mid-term plan)
- Share buyback cap: about 5% (total acquisition value 3,840,000,000 yen)
AI要約
Background and Proposal
This report informs that the Board of Directors opposes shareholder proposals to be presented at the Ordinary General Meeting of Shareholders scheduled for September 25, 2026. The proposals are: (i) share buyback; (ii) amendment of the Articles of Incorporation to fix the number of outside directors. The contents of the proposals are attached in full.
Analysis and Conclusion
The Board places emphasis on balancing capital efficiency and shareholder returns while ensuring growth investments, and determines that excessive share buybacks are inappropriate. It intends to maintain the profit distribution policy (progressive dividends, final year consolidated payout ratio of 50%, and DOE levels) during the mid-term plan. Regarding fixing the outside directors ratio via Articles of Incorporation, the Board expresses concerns about reducing flexibility and opposes the proposal.
Inage Holdings Co., Ltd.
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