Noritz Corporation
Notice Regarding the Board of Directors’ Opinion on Shareholder Proposals
In preparation for the Annual General Meeting scheduled on March 27, 2026, the Company resolved the Board’s opinion to oppose all shareholder proposals submitted by LIM Japan Event Master Fund and NIPPON ACTIVE VALUE FUND PLC.
Key Figures
- Number of shares held by LIM Japan Event Master Fund: 30,000 shares (voting rights ratio 0.07%)
- Number of shares held by NIPPON ACTIVE VALUE FUND PLC: 1,500,000 shares (voting rights ratio 3.27%)
- Proposed treasury stock acquisition amount in Shareholder Proposal 1: Approx. 7.7 billion yen
- Proposed treasury stock acquisition amount in Shareholder Proposal 2: Approx. 9.7 billion yen
- Company’s planned upper limit for treasury stock acquisition in fiscal 2026: 1 billion yen
AI要約
Board Opinion on Shareholder Proposal 1
Shareholder Proposal 1 from LIM Japan Event Master Fund includes abolition of the policy on large-scale purchases, setting deadlines for selling policy-holding shares, individual disclosure of director remuneration, disposition of surplus, and acquisition of treasury stock. The Board opposes these proposals from the perspective of the Company’s medium-term management plan "V Plan 26" strategies and capital policies. In particular, the treasury stock acquisition proposal is of a scale significantly exceeding annual cash flow, and was rejected for potentially impairing growth investment funding and financial stability.
Board Opinion on Shareholder Proposal 2
Shareholder Proposal 2 from NIPPON ACTIVE VALUE FUND PLC includes a revision of remuneration amounts under the restricted stock compensation plan, a significant increase in treasury stock acquisition, and an amendment of the Articles of Incorporation to establish majority outside directors. The Board opposes this, stating that the remuneration system is transparently and reasonably operated, and that expanding excessive remuneration limits and majority outside directors provisions would impair management flexibility. The proposal to increase treasury stock acquisition was also rejected from the viewpoints of financial stability and growth investment funding.
