【Bunka Shutter】Opposition to Shareholder Proposal | May 14, 2026

Opinions of the Board of Directors Regarding the Shareholder Proposal

Bunka Shutter received a proposal from a shareholder to appoint two directors who are not Audit & Supervisory Committee members in preparation for the 80th Term Annual Shareholders Meeting scheduled to be held on June 17, 2026. The Board of Directors resolved to oppose this proposal because they judged that the proposed candidates would have difficulty fulfilling appropriate roles considering our management environment and business characteristics. The candidates are officers of Dalton Investors Inc., and concerns about conflicts of interest arise from their shareholdings and past investment activities with the company. Furthermore, the candidates are assessed as lacking sufficient understanding or interest in our business operations and management decisions, with potential for short-term self-interest pursuits. The Board believes that the current board structure possesses sufficient independence, diversity, and expertise, and considers it optimal, thus opposing the proposal.

Proposal Details and Background

The shareholder proposal aims to appoint two directors who are not Audit & Supervisory Committee members. The proposer, a long-term investor, engaged in engagement activities expecting to enhance our business and shareholder value. However, the company judged that the proposed candidates lack understanding and interest in our management and business portfolio review, and have concerns about conflicts of interest. Especially, the appointment of candidates who are officers of Dalton Investors Inc. has been pointed out as possibly being aimed at short-term self-interest pursuits or a management buyout (MBO), which could potentially threaten corporate value and shareholder interests. The Board of Directors, considering these backgrounds, has expressed opposition to the proposal.