Keihanshin Building Co., Ltd.
Supplementary Explanation of the Company’s Board of Directors’ Opinion on Shareholder Proposal
The Board of Directors opposes the proposal from a specific shareholder to acquire 23,941,125 shares of common stock through share buyback. The maximum acquisition amount of approximately 48.6 billion yen would hinder growth investments and shareholder returns.
Key Figures
- Number of common shares to be acquired: 23,941,125 shares
- Maximum total amount for share buyback: approximately 48.6 billion yen
- Eligible period: from the conclusion of this general meeting until May 31, 2027
- Number of target shareholders: 33 companies
- Target ratio of policy-owned shares to consolidated net assets: reduce to 10% or less by the fiscal year ending March 2028
AI要約
Overview of the Shareholder Proposal and the Board of Directors' Position
The Board of Directors expresses opposition to the proposal from a specific shareholder to acquire 23,941,125 shares of common stock through share buyback. While the proposing shareholder aims to dispose of their holdings and improve corporate governance, the Board opposes this due to violations of laws, potential damage to corporate value, and obstruction of growth investments. The acquisition period is set from the conclusion of this general meeting until May 31, 2027.
Details of the Opposition and Future Outlook
The Board indicates that the proposal contradicts the purpose of Article 160 of the Companies Act and asserts that there is no undue pressure to sell, which would hinder enhancing corporate value. The maximum share buyback of about 48.6 billion yen would correspond to approximately 139% of the growth investment framework in the long-term management plan, and if executed, would negatively impact the financial foundation and make progressive dividend increases difficult. The company also intends to maintain its target reduction of policy-owned shares and shareholder return policies.
Keihanshin Building Co., Ltd.
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