On May 13, 2024, Toyo Securities Co., Ltd announced in its press release that it had received a shareholder proposal from UGS Asset Management Co., Ltd. for its 102nd Ordinary Shareholder Meeting scheduled to be held in June 2024. The company decided to oppose the proposals, The proposals are as follows, 1. Partial amendment to the articles of incorporation (dividend of surplus, etc.), Company?s board of directors opposes this shareholder proposal, 2. Appropriation of surplus funds, this shareholder proposal calls for a dividend of 36 yen per share, which is not only contrary the company?s dividend policy, but also damages the internal reserves that the company should secure as a securities company, company mentions that it will not lead to an increase in the corporate value of company?s group over the medium to long term, 3. Partial amendment to the articles of incorporation (formulation and disclosure of a plan to increase PBR by more than 1x), the board of directors opposes this shareholder proposal, However, as pointed out by the Activist, at present, the Company have not achieved the target of PBR of 1x or more. Therefore, the company has decided to implement this medium-term management plan.

In addition to reviewing the current policy, the company will revise a specific management plan to achieve PBR of 1x or more. Company is planning to formulate this policy and promptly disclose it. the Company has set a goal of being able to secure stable operating revenue of 13.5 billion yen or more by the fiscal year ending March 2026, 4. Partial amendment to the articles of incorporation (deletion of real estate rental and management services), the board of directors opposes this shareholder proposal, 5. Appointment of five directors, (1) Mr. Ryunosuke Yamaguchi, (2) Mr. Yasuyuki Noguchi, (3) Mr. Takashi Otake, (4) Mr. Yoshinari Arimitsu, (5) Mr. Atsuhiko Yamagata, the company mentions that the Articles of Incorporation stipulate that the number of directors are 9 or less (Articles of Incorporation 20 (Article 1), the Activist proposes the election of five directors in this shareholder proposal.

Therefore, if this proposal is approved, the Company's directors will be up to 9 people, including: Five people, representing the majority, with that the directors related to the proposal and the Activist will Substantive decision-making authority at the Company's Board of Directors, the Activist will essentially have control over the Company's management, Based on the above, the board of directors opposes this shareholder proposal, 6. Reduction of remuneration for directors, the company?s board of directors opposes this shareholder proposal. The company will increase corporate value and aiming to move towards things that lead to value maximization.