On March 6, 2023, Sankyo Kasei Corporation stated in its press release that it had decided to oppose the proposals presented by Black Clover Limited for the following reasons: (i) The company has held multiple meetings with representatives of the activist company and discussed measures to improve corporate value and capital efficiency. Despite this, the shareholder went as far as to seek the dismissal of the director on the grounds that their request was not met. Under these circumstances, the company believes that the shareholder is in the pursuit of short-term goals rather than the improvement of capital efficiency; (ii) Addition of this formal reduction standard may force the disposal of shares held by the board of directors for contributing to the enhancement of corporate value and depending on stock market conditions, the company may be forced to sell shares under unreasonable and unfavorable conditions, which could hinder medium to long-term development; (iii) Some large-scale purchases neither contribute to corporate value nor to shareholder interests and the company believes that a person conducting such large-scale purchases is not suitable to control the company and its finances.

In the event of a large-sale purchase or takeover proposal, the board of director believes it is necessary to consider alternatives and secure information in accordance with certain rules for which the company has established countermeasures against large scale purchase; (iv) From the perspective of improving corporate value, the company's capital policy should be determined after taking into account the changes in business environment, characteristics of company's business and fair returns to shareholder, hence, the company believes it is rational for decisions to be made by the board of directors rather than at the general meeting of shareholders; (v) The board of directors determines the annual dividend amount while taking into consideration the business performance, financial situation and shareholder interests. However, the main purpose of this shareholder proposal appears to be the recovery of invested capital by improving capital efficiency in the short term; (vi) The shareholder proposal intends to distribute the company's internal reserves only to shareholders at the time of resolution to acquire treasury stock and is not in accordance with the purpose of Corporate governance code.