Notice Regarding the Date, Time, Venue and Agenda Items of the Extraordinary General Meeting of Shareholders and the Company's Board of Directors' Opinion on the Shareholder Proposals
As announced in the press release dated October 22, 2026, titled “Notice Regarding Request by Shareholder to Convene an Extraordinary General Meeting of Shareholders,” TAKARA HOLDINGS INC. (the “Company”) received a written request to convene an extraordinary general meeting of shareholders (the “Request”) from ValueAct Japan Master Fund, L.P., a shareholder of the Company (the “Proposing Shareholder”).
Following receipt of the Request, the Company announced in its press release dated October 27, 2026, titled “Notice Regarding the Establishment of a Record Date for Convening an Extraordinary General Meeting of Shareholders,” that it had designated November 11, 2026 as the record date and was considering holding an extraordinary general meeting of shareholders (the “Extraordinary General Meeting of Shareholders”). At a meeting held today, the Company's Board of Directors resolved on the date, time, venue and agenda items (the “Shareholder Proposals”) for the Extraordinary General Meeting of Shareholders, as set forth below.
At the same meeting, the Company's Board of Directors also unanimously resolved, with the approval of all directors who participated in the deliberations and resolutions, to oppose the Shareholder Proposals, as set forth below (the “Board Opinion”). The outside directors who are subject to the proposals for their removal did not participate in the deliberations or resolutions concerning the agenda items relating to their respective removal proposals or the Board Opinion on those proposals.
I. Date, Time and Venue of the Extraordinary General Meeting of Shareholders
Date and Time: Wednesday, December 16, 2026, at 10:00 a.m.
Venue: “Shunju” Room, 2nd Floor, RIHGA Royal Hotel Kyoto
(1 Taimatsu-cho, Higashi-Horikawa-dori Shiokoji-sagaru, Shimogyo-ku, Kyoto)
II. Agenda Items for the Extraordinary General Meeting of Shareholders
Matters to Be Resolved
<Shareholder Proposals>
Proposal No. 1: Removal of Director Masako Tomotsune
Proposal No. 2: Removal of Director Tomoko Kawakami
Proposal No. 3: Removal of Director Takao Motomiya
Proposal No. 4: Election of One Director (Eric Johnson)
Proposal No. 5: Election of One Director (Yuko Tashiro)
Proposal No. 6: Election of One Director (Marc André Tousignant)
(Note) The details of the proposals submitted by the Proposing Shareholder and the reasons for the proposals are set forth in the Appendix. The Appendix reproduces the relevant portions of the document submitted by the Proposing Shareholder in their original form, except for formatting adjustments.
III. Opinion of the Company's Board of Directors on the Shareholder Proposals
1. Opinion of the Company's Board of Directors
After careful consideration of the Shareholder Proposals, taking into account the results of thorough discussions of the Nomination and Remuneration Committee, which is composed of a majority of independent outside directors and chaired by an independent outside director, the Company's Board of Directors has determined that the Shareholder Proposals are not appropriate from the perspective of enhancing the Company's corporate value over the medium to long term and, ultimately, protecting the common interests of all shareholders, for the reasons set forth below, and has resolved to oppose the Shareholder Proposals.
In reaching this determination, the Company has taken the following measures to ensure that no doubts arise as to the fairness of the process for considering the Shareholder Proposals:
・ At meetings of the Board of Directors, outside directors who are subject to the removal proposals do not participate in the
deliberations or resolutions concerning the agenda items relating to their respective removal proposals or the Board Opinion
on those proposals.
・ Similarly, at meetings of the Nomination and Remuneration Committee, outside directors who are subject to the removal
proposals (the “Outside Directors Concerned”) do not participate in the discussions of recommendations concerning their
respective removal proposals.
2. Reasons for Opposing Proposals No. 1 through No. 3 (Removal of Three Directors)
(1) The Current Composition of the Company's Board of Directors Is Optimal
The Company's directors are elected in accordance with the process set forth in the “Takara Holdings Corporate Governance Policy.” Candidates for outside director positions are subject to preliminary screening and careful deliberation by the Nomination and Remuneration Committee, following consultation by the Board of Directors. The Committee then provides its advice and recommendations to the Board of Directors, which deliberates on and determines the candidates.
The Company believes that ensuring diversity in the experience and expertise of its directors, including outside directors, is essential to addressing a wide range of management challenges and achieving sustainable enhancement of its corporate value over the medium to long term. Accordingly, from among individuals who meet certain criteria, the Company selects those considered most suitable to serve as directors, taking into account their respective abilities, knowledge, experience and expertise, with a view to ensuring that executive functions complement one another and strengthening the supervisory function of the Board of Directors, regardless of gender, nationality, professional background, age or other such attributes. Currently, four of the Company's seven directors, constituting a majority of the Board of Directors, are independent outside directors, and two of the seven directors are women.
The Company selects its directors on the premise that they possess outstanding personal integrity and sound judgment, as well as the ability to identify and resolve management challenges from a broad management perspective. In addition, outside directors are selected based on their extensive experience in their respective fields and their ability to provide advice and recommendations from an independent standpoint to ensure the soundness and appropriateness of the Board of Directors' decision-making.
Furthermore, in light of the current business environment surrounding the Company, the Board of Directors recognizes that expertise and experience in corporate management and business strategy, finance, accounting and taxation, legal affairs and compliance, human resources and labor relations, research and development and product technology, brand strategy and marketing, and overseas business and international affairs are particularly important for implementing the Company's management strategy and enhancing its corporate value over the medium to long term. Accordingly, the Company seeks to appoint directors who collectively possess sufficient expertise and experience in these areas.
The Company's current outside directors comprise individuals with extensive knowledge and expertise in areas such as law, finance, academia and corporate management, with due consideration given to diversity of skills. The Company believes that the current composition of its Board of Directors is optimal for enhancing its corporate value over the medium to long term.
For the reasons set forth below, the Company believes that the Outside Directors Concerned are indispensable to its Board of Directors.
・ Director Masako Tomotsune possesses extensive experience, a proven track record and deep expertise in corporate legal affairs
and related fields, developed through her career as an attorney, and serves as Chair of the Nomination and Remuneration
Committee. In her capacity as Chair of the Committee, she has led the deliberations necessary to ensure objective and
transparent nomination and remuneration processes. In addition, she has actively expressed her views on compliance
within the Company Group at meetings of the Board of Directors and has made proactive recommendations on the thorough
implementation of ROIC-based management, business portfolio strategy, dividend policy and the enhancement of external
communications, focusing on improving the effectiveness of the Board of Directors and fostering more active discussions.
・ Director Tomoko Kawakami possesses extensive experience, a proven track record and deep expertise in business
administration, marketing and related fields, developed through her career as a university professor and researcher
in Japan and overseas, and serves as a member of the Nomination and Remuneration Committee. Her research covers
areas relevant to the Company's businesses, including biomanufacturing, the business application of generative AI,
and sustainability and branding. She draws on cutting-edge insights gained through international academic conferences
and collaborations with overseas researchers in providing oversight and advice at meetings of the Board of Directors.
・ Director Takao Motomiya possesses extensive experience and a proven track record in taxation and related fields,
developed through his career with the national tax authorities and as a certified public tax accountant, and serves as a
member of the Nomination and Remuneration Committee. Through his participation in meetings of the Board of Directors
and various other committees and meetings, he has raised questions, expressed opinions and made recommendations
from the perspectives of legal and regulatory compliance and corporate governance.
In response to an advice from the Company's current outside directors, including the three Outside Directors Concerned, that outside directors should be involved in discussions from an early stage, before specific measures are finalized, the Company has introduced regular “Pre-Board Meeting Briefing Sessions.” These sessions provide opportunities for active discussions on various measures involving outside directors before formal meetings of the Board of Directors, thereby establishing a framework that contributes to the enhancement of management strategy and organizational operations.
At meetings of the Board of Directors, each of the three Outside Directors Concerned raises questions and makes other comments, as necessary, based on their respective expertise, to assess the soundness and appropriateness of the Board of Directors' decision-making. They thus appropriately fulfill their roles in providing oversight and advice from their respective professional perspectives. In addition, as Chair or members of the Nomination and Remuneration Committee, these three Outside Directors Concerned play a role in ensuring the independence and objectivity of the Board of Directors' functions relating to the nomination of director candidates and the remuneration of directors, and appropriately fulfill these responsibilities through their activities on the Committee.
All three Outside Directors Concerned were elected at the Annual General Meeting of Shareholders held on June 26, 2026, with high approval rates (specifically, as disclosed by the Company in its Extraordinary Report, the approval rates were 93.76% for Masako Tomotsune, 93.74% for Tomoko Kawakami and 93.70% for Takao Motomiya), demonstrating strong support from the Company's shareholders (the Company also understands that the Proposing Shareholder voted in favor of the election of the Outside Directors Concerned at that Annual General Meeting of Shareholders). Removing the Outside Directors Concerned, who were elected with the support of an overwhelming majority of the Company's shareholders, despite the fact that only approximately six months have elapsed since their election, would inevitably hinder the Company's ongoing initiatives to enhance its corporate value over the medium to long term.
(2) The Company's Board of Directors Exercises Effective Oversight
The Proposing Shareholder asserts that the Board of Directors has persistently failed to exercise effective oversight of management. However, as demonstrated by the following points, it is clear that the Company's Board of Directors exercises a high level of oversight.
(a) Formulation and Implementation of the “Medium-Term Management Plan for 2030” Based on a Review of the Previous Medium-Term Management Plan
On May 13, 2026, the Company formulated the “TaKaRa Group Medium-Term Management Plan for 2030” with the aim of returning to a growth trajectory and establishing a path toward medium- to long-term growth, with a view to realizing the “TaKaRa Group Long-Term Vision 2050.” The overall policy of the Medium-Term Management Plan is to “Build a global management foundation early to support the business portfolio strategy, thereby restoring the Group to a growth trajectory and establishing a path for long-term growth.” The plan aims to strengthen the management foundation necessary to make appropriate investments in each business by reviewing Group governance as well as management structures and operations for each business. Specifically, the Company has established and is currently implementing five basic policies: (i) Business Portfolio Strategy to Realize Long-Term Vision 2050; (ii) Review of Group Governance and Management Structure; (iii) Reinforcement of ROIC Discipline; (iv) Reform of the Profit Structure of Existing Businesses; and (v) Establish a Growth Path by Leveraging Group Synergies.
The Company's outside directors, including the Outside Directors Concerned, participated in the formulation of the Medium-Term Management Plan from its initial stages, and extensive discussions were held at meetings of the Board of Directors and various management committees. In particular, the Company conducted a multifaceted and detailed analysis and assessment of the results of its previous medium-term management plan, the “Medium-Term Management Plan for 2025,” including the extent to which its targets were achieved and the challenges identified, and publicly disclosed the findings in its “Review of Medium-Term Management Plan for 2025.” Most importantly, in formulating the new Medium-Term Management Plan, the Company recognized that, amid changes in the business environment, its Board of Directors had not sufficiently encouraged appropriate measures in each business or flexibly reassessed its policies for the allocation of management resources. With this recognition, the Company reconsidered its policies for the deployment and allocation of corporate resources across the Group and sought to establish a management structure that would enable continuous reviews of these policies, incorporating capital market perspectives. In this process, the Company also incorporated objective views on each business, drawing on the expertise and insights of its outside directors. As a result of these discussions, the Company has designated the first two years of the Medium-Term Management Plan as a period of “Structural reform, turnaround, and laying the groundwork for future growth,” during which it will promptly implement reforms to its profit structure and undertake an early review of its business portfolio strategy. The plan thus incorporates bold measures that go beyond a mere extension of the Company's previous approach.
Specifically, with respect to “(i) Business Portfolio Strategy to Realize Long-Term Vision 2050” mentioned above, the Company has classified its businesses into five categories—“Core,” “Cash,” “Growth,” “Problem,” and “Creation”—based on market stage, capital efficiency and competitive advantages. To restore the Group to a growth trajectory, the Company has decided to promptly withdraw from certain business activities classified as “Problem” businesses and has announced the discontinuation of proprietary gene therapy clinical development programs in the Gene Therapy business and the withdrawal from GMP cell processing contract services in the CDMO business. Furthermore, with a view to reviewing its business portfolio strategy at an early stage (within approximately two years), the Company intends to determine whether to continue positioning the Japanese Food business as a growth business and whether to continue the CDMO and Gene Therapy businesses.
Furthermore, with respect to “(ii) Review of Group Governance and Management Structure,” the Company announced that it would establish a new management committee, primarily comprising directors and executive officers, to discuss the business portfolio strategy and continuously review policies for the investment and allocation of corporate resources. Subsequently, following extensive discussions involving outside directors, the Board of Directors resolved at its meeting held on June 15, 2026, to establish the “Business Portfolio Strategy Committee” as an advisory body to the Board of Directors, and the Committee held a meeting on September 15, 2026, with all four outside directors participating. The Committee is conducting objective assessments of capital efficiency, growth potential and other factors based on analyses incorporating external expertise and comparisons with competitors. Focusing particularly on businesses whose future direction is subject to review, the Committee is engaging in open-minded discussions on the merits of each business, without being constrained by existing strategies or plans. Going forward, under the appropriate oversight of outside directors, the Company is considering further enhancing the operation of the Committee, including through greater use of external expertise, with a view to enriching discussions that incorporate capital market perspectives and accelerating decision-making. In conjunction with these efforts, the Company will also review the Group-wide governance and management structures relating to significant investment projects, including the design and operation of management committees and other decision-making bodies.
As described above, the formulation and implementation of the Company's Medium-Term Management Plan have been carried out under the effective oversight of its current outside directors, who collectively possess a broad and well-balanced range of skills.
Furthermore, these initiatives are steadily producing results. As separately disclosed today in the “Notice Regarding Revisions to Consolidated Financial Forecasts and Dividend Forecast (Dividend Increase) for the Fiscal Year Ending March 31, 2027,” the Company has revised upward its consolidated financial forecasts for the fiscal year ending March 31, 2027. In the overseas Japanese food wholesale business, improvements in the gross profit to sales ratio and reductions in the SG&A ratio are progressing generally in line with the plan. The Takara Bio Group is also expected to achieve operating income at the level initially planned by implementing reforms to its profit structure, as described in (b) below. In addition, the Company has taken measures such as the sale of non-core real estate and the decision to sell a portion of its shares in its logistics subsidiary, Takara Logistics System Co., Ltd.
The Company believes that, in order for the Board of Directors to exercise appropriate oversight in promptly reviewing its business portfolio strategy, it is essential to draw on the advice and recommendations of the current outside directors, who were involved in formulating the Medium-Term Management Plan and have a thorough understanding of its contents and challenges.
(b) Acquisition of Full Ownership of Takara Bio
On February 13, 2026, the Company decided to make Takara Bio Inc. (“Takara Bio”), which had been a listed subsidiary of the Company, a wholly owned subsidiary. This decision was the result of thorough deliberations aimed at enhancing the Company's corporate value over the medium to long term, conducted through an appropriate process under the oversight of the outside directors at the Board of Directors.
As a listed subsidiary of the Company, Takara Bio had operated its business while maintaining its independence from the Company. However, Takara Bio faced structural issues, including declining competitiveness and profitability in its reagents and instruments business due to rapid changes in the life science research market and competitive environment, as well as the considerable time required to recover capital investments in its CDMO business, which is a front-loaded investment-type business.
To address these challenges facing Takara Bio, the Company considered it necessary to establish a structure that would enable prompt and flexible decision-making between the Company and Takara Bio by making Takara Bio a wholly owned subsidiary, while also completely eliminating the structural conflicts of interest between Takara Bio's minority shareholders and the Company by ending the parent-subsidiary dual-listing structure. The Company believed that this would enable it to implement Group-wide initiatives more flexibly and effectively, which had previously been constrained by corporate governance considerations. The Company further believed that, through the prompt reform of Takara Bio's profit structure, the establishment of new growth strategies and business models, and the creation and expansion of new businesses across the Company Group, including Takara Bio, both companies would benefit, thereby enabling the Company Group to create the value it seeks to deliver and enhance its social presence, as envisioned in the “TaKaRa Group Long-Term Vision 2050.”
Following the successful completion of the tender offer for Takara Bio, the Company reassessed Takara Bio's plans in light of the considerations described above, particularly the need for prompt reform of its profit structure, including measures that represented a significant departure from its previous approach, and incorporated the results into “(iv) Reform of the Profit Structure of Existing Businesses” under the Medium-Term Management Plan. Specifically, the plan calls for the prompt implementation of various fixed-cost reduction measures, including the discontinuation of proprietary gene therapy clinical development programs, withdrawal from GMP cell processing contract services, reductions in personnel costs and maintenance costs, and closure of the Sweden site, with the aim of reducing fixed costs by approximately 2.8 billion yen by the fiscal year ending March 31, 2028 and achieving an early return to profitability. Among these measures, Takara Bio has implemented a voluntary retirement program for its own employees since June 2026. In addition, with respect to the withdrawal from the GMP cell processing contract services business, Takara Bio entered into a basic agreement constituting a definitive agreement on November 2, 2026, regarding the transfer of this business to the Sumitomo Chemical Group. Discussions are also ongoing with the Sumitomo Chemical Group regarding the transfer of Takara Bio's proprietary gene therapy clinical development programs. As for the progress of fixed-cost reductions, including other measures, the Company currently expects total reductions of 2.957 billion yen, exceeding the original plan.
This series of initiatives, including making Takara Bio a wholly owned subsidiary and promptly implementing reforms to its profit structure aimed at achieving an early return to profitability, has been carried out by the Company's Board of Directors under the appropriate oversight and guidance of its outside directors. The Company believes that continued oversight and advice from its current outside directors will be effective in enabling it to promptly determine whether to continue the CDMO and Gene Therapy businesses.
(3) The Company's Board of Directors Has Sincerely Engaged in Constructive Dialogue with Shareholders
The Proposing Shareholder asserts that the Company formally rejected its request for substantive dialogue. However, the Company's Board of Directors has sincerely engaged in constructive dialogue with shareholders and investors, including the Proposing Shareholder, and will continue to do so.
To contribute to the Company's sustainable growth and the enhancement of its corporate value over the medium to long term, the Company strives to respond positively to requests for dialogue from shareholders and investors to the extent reasonable. The Company has also established its “Basic Policy on Constructive Dialogue with Shareholders” and endeavors to maintain a framework that facilitates constructive dialogue with shareholders.
In accordance with this policy, the Company actively engages in dialogue with shareholders through various initiatives, including financial results briefings conducted by the President and Representative Director and the executive officer in charge of investor relations (IR), small-group meetings, sustainability small-group meetings conducted by the executive officer in charge of sustainability and other personnel, individual IR meetings attended by officers and employees, including the President and Representative Director (a total of 174 meetings during the fiscal year ended March 31, 2026), sustainability and ESG meetings conducted by the Sustainability Promotion Office and other personnel, and briefings for individual investors conducted by the executive officer in charge of IR.
The Company's Board of Directors has also sincerely engaged in dialogue with the Proposing Shareholder, and its policy of continuing such dialogue remains unchanged. Since April 2020, the Company has held more than 30 meetings with the Proposing Shareholder, although the frequency of such meetings has varied over time due to information management considerations (particularly during the period immediately preceding the acquisition of full ownership of Takara Bio). Furthermore, taking into account the wishes of the Proposing Shareholder, the Company's President and Representative Director and all of its outside directors have participated in meetings with the Proposing Shareholder, demonstrating the Company's sincere and ongoing commitment to dialogue.
In contrast, the Proposing Shareholder asserts that the Company rejected its requests for substantive dialogue with the Proposing Shareholder regarding (i) a comprehensive review of the Company's strategy and business portfolio led by outside directors and (ii) necessary changes to the composition of the Board of Directors, management and governance structure. However, the Proposing Shareholder requested that the Company's outside directors be granted authority to engage in “negotiations” with the Proposing Shareholder on these specific matters. The Company merely responded that it did not intend to accommodate such a request. The Company also informed the Proposing Shareholder that its outside directors remained willing to engage with the Proposing Shareholder in its capacity as a shareholder to the extent reasonable. Accordingly, there is no factual basis whatsoever for the assertion that the Company substantively rejected dialogue with the Proposing Shareholder.
As described above, the Company has set forth its approach to a business portfolio strategy aligned with its Long-Term Vision in the “TaKaRa Group Medium-Term Management Plan for 2030.” The strategy was developed and determined through extensive internal discussions, taking into account the views of shareholders and investors, including, of course, those expressed during the Company's previous dialogue with the Proposing Shareholder.
The Company's Board of Directors remains committed to continuing sincere and constructive dialogue with shareholders and investors, including the Proposing Shareholder. Accordingly, the assertions made by the Proposing Shareholder do not constitute grounds for removing the Outside Directors Concerned.
(4) Conclusion
For the reasons set forth above, the Company's Board of Directors firmly believes that steadily advancing initiatives to enhance corporate value, including the Medium-Term Management Plan, under the oversight and guidance of the Board of Directors, including the current outside directors, will contribute to enhancing the Company's corporate value and, ultimately, serve the common interests of all shareholders.
The Company's Board of Directors believes that its current composition is optimal in terms of size and balance of skills and that it appropriately fulfills its oversight function. Accordingly, the Board of Directors has determined that the three Outside Directors Concerned should not be removed and opposes each of Proposals No. 1 through No. 3.
3. Reasons for Opposing Proposals No. 4 through No. 6 (Election of Three Directors)
Members of the Company's Nomination and Remuneration Committee (excluding the Outside Directors Concerned) interviewed all of the outside director candidates proposed by the Proposing Shareholder, and the Company's Nomination and Remuneration Committee and Board of Directors carefully considered the proposals.
However, even after taking into account the results of these interviews, the Company concluded that there is no necessity or reasonable justification for removing the Outside Directors Concerned and electing the proposed candidates in their place, given that the current outside directors play indispensable roles on the Company's Board of Directors and fully exercise their oversight functions.
Accordingly, the Company's Board of Directors opposes each of Proposals No. 4 through No. 6.
End
