Kobayashi Pharmaceutical Co., Ltd.
Notice Regarding the Board of Directors’ Opinion on Shareholder Proposals
Regarding the four shareholder proposals at the 108th Annual General Meeting of Shareholders to be held on March 27, 2026, the Company's Board of Directors opposes all proposals and recommends shareholders to vote against them.
Key Figures
- 108th Annual General Meeting of Shareholders Date: 2026-03-27
- Shareholder Proposer: Oasis Japan Strategic Fund Ltd.
- Decision Date for Transition to a Company with Audit and Supervisory Committee: 2026-02-10
AI要約
Overview of Shareholder Proposals and the Board of Directors' Opinion
At the 108th Annual General Meeting of Shareholders scheduled for March 27, 2026, four shareholder proposals were submitted by Oasis Japan Strategic Fund Ltd. The proposals include appointing one auditor, amending the articles of incorporation regarding the convener and chairperson of the board of directors, adding a clause for sharing monthly reports with outside directors, and adding a clause to ensure thorough quality and safety management. The Company's Board of Directors unanimously resolved to oppose all proposals and recommends shareholders to vote against them.
Details of Opposition Reasons and the Company’s Response
Regarding the auditor appointment proposal, the Company is progressing with its transition to a company with an audit and supervisory committee and judged the new auditor appointment inappropriate. The proposal to limit the board chairperson qualification to outside directors is opposed as the current system, where the executing directors serve as chairperson, is considered optimal. The addition of the monthly report sharing clause is opposed because it could impair operational flexibility. The proposal to add a clause for thorough quality and safety management is opposed as these matters should be addressed under board supervision and not specified in the articles of incorporation.