On May 24, 2024, Sankyo Kasei Corporation announced in its press release that it had received a shareholder proposal from Black Clover Limited for its 98th Annual General Meeting of Shareholders. The shareholder proposals are as follows, 1) Amendment to the Articles of Incorporation (Disclosure on actions to be taken towards cost of capital and share price conscious management), 2) Abolition of measures to deal with large-scale purchases of the Company's shares, 3) Appropriation of Surplus. The company has opposed all the proposals for the following reasons:- (1) The proposal states that there is an essential management problem of low capital efficiency and a low average ROE, as the management is not aware of the capital cost,.

However, this proposal is aimed at gaining short-term profits, by reducing the company?s capital equity and then promoting temporary shareholder returns, (2) The company believes if a large scale acquisition is proposed that involves transfer of control of the company, then the decision should be based on the will of shareholders. However, some large scale stock purchases do not contribute to the improvement of the company?s corporate value or the common interests of shareholders and should not be taking over control of the company?s business and financial policies. Therefore, these takeover defense measures are important for the company to determine if the takeover truly benefits the corporate value and common interests of shareholders, (3) The company holds shares from a medium to long term perspective and considers if they contribute to increasing the corporate value.

The company believes that it is important to follow the dividend policy, and aim to expand profit returns rather than temporary return measures, such as physical dividends. Additionally, to implement in-kind dividends, the company will be forced to consider additional significant costs with parties such as the Japan Securities Depository Center, securities companies, and stock transfer agencies. Hence, the company believes that the proposal is unreasonable and ignores the company?s tax burden and costs associated with dividends in-kind.