On February 14, 2025, Kao Corporation, announced that it had received the shareholder proposals from Oasis Japan Strategic Fund Ltd. regarding the 119th Annual General Meeting of Shareholders scheduled for March 21, 2025. The proposals included Proposal No. 4: Election of 5 outside directors, Proposal No.
5: Revision of remuneration for outside directors, Proposal No. 6: Granting of post-performance stock compensation to outside directors, and Proposal No. 7: Approval of the stock compensation system for directors excluding outside directors.
The Board of Directors opposed Proposal No. 4, stating that none of the candidates: Yannis Skoufalos, Martha Velando, Lanchi Venator, Hugh G. Dineen, and Anja Lagodny possess the necessary management and supervisory experience, expertise, and qualities expected of outside directors. For Proposal No.
5, the Board deemed the current remuneration system effective and unnecessary to revise. Regarding Proposal No. 6, the Board expressed concerns that stock compensation could undermine the independence of outside directors.
Lastly, for Proposal No. 7, the Board found the current stock compensation system appropriate and unnecessary to freeze. The Board of Directors has determined that these proposals do not contribute to sustainable growth or enhancement of shareholder value and has decided to oppose all proposals.
