On February 9, 2024, Torii Pharmaceutical Co., Ltd. announced in its press release that it had decided to oppose the shareholder proposals by LIM Advisors Limited. The proposals are as follows, (i) Appropriation of Surplus, (ii) Acquisition of Treasury Stock, (iii) Partial Amendment to Articles of Incorporation (Disclosure of individual remuneration for directors with representative rights), (iv) Partial Amendment to Articles of Incorporation (Disclosure of study results on fund management through CMS). The company opposes these proposals for the following reasons, (i) The proposal presented by the activist does not take into consideration the characteristics of a pharmaceutical business and the need for aggressive investment by the company.

The company believes this will not lead to medium to long term enhancement of corporate value including, implementation of stable and continuous dividends, (ii) The company is concerned about the risk of difficulties in realizing medium to long term goal with the implementation of this proposal, (iii) The company believes it is inappropriate to include individual remuneration as it is not in accordance with the Articles of Incorporation, which are fundamental rights of the company, (iv) The company?s board of directors examines the status and makes appropriate use of CMS after disclosure. The company further states that disclosure of individual matters is not in accordance with the provisions of the Articles of Incorporation and that this proposal is inappropriate.