Ebara Jitsugyo Co.,Ltd.
Notification Regarding Our Board of Directors’ Opinion on Shareholder Proposals
The Board of Directors resolved to oppose all three shareholder proposals (revision of compensation amount under the restricted stock compensation plan, share buyback, and amendment of the articles of incorporation to increase the number of outside directors) and provided detailed reasons for opposition.
Key Figures
- Compensation Cap for Restricted Stock Compensation Plan: Annual total within 208 million yen (maximum 112,000 shares granted)
- Upper Limit on Share Buyback: Total shares 2,586,000 shares; total acquisition price 6,465 million yen (Shareholder proposal)
- Dividend Payout Ratio Target: Revised consolidated dividend payout ratio target to 40% (previously 35%)
AI要約
Overview of Shareholder Proposals and the Board's Opinion
The shareholder proposals include three points: (1) revision of compensation amount under the restricted stock compensation plan, (2) expansion of share buyback, and (3) stipulating a majority of outside directors in the articles of incorporation. The Board of Directors resolved to oppose each proposal. The revision proposal was deemed excessive; applying the compensation plan to outside directors was inconsistent with policy; the share buyback proposal raised concerns about impairing funds for growth investments; and the majority of outside directors was pointed out to undermine flexibility in appointing directors.
Shareholder Return Policy and Future Capital Strategy
Under the medium-term management plan “EJ2027,” the company plans to allocate 5.5 billion to 9.5 billion yen for R&D and growth strategy investments. The dividend payout ratio target has been raised from 35% to 40%, with a projected annual dividend per share of 120 yen for the fiscal year ending December 2025 (75 yen post-stock split), and further increases expected for the fiscal year ending December 2026. While share buybacks will be conducted flexibly, the Board opposes excessive buyback proposals as they may hinder growth investments.
