We are releasing our views on the document concerning the review of our shareholding policy, publicly announced by Blue Goats Capital Co., Ltd. (hereinafter referred to as "BGC") on June 29, 2026 (for details, please refer to the document titled "Blue Goats Capital Decides to Review its Shareholding Policy Regarding Muraki Co., Ltd. Shares" published on PR TIMES on the same date).

1. Regarding Shareholder Support

We have always valued constructive dialogue with our shareholders and have strived for appropriate information disclosure and shareholder engagement in accordance with laws, stock exchange regulations, and the spirit of the Corporate Governance Code. Furthermore, at the 68th Ordinary General Meeting of Shareholders held on June 17, 2026, we carefully explained our management policy, our views on director candidates, and other matters to our shareholders. At the said Ordinary General Meeting of Shareholders, BGC submitted a motion for amendment (regarding the interim dividend and the appointment of Mr. Kazuhiro Aoyagi, Representative Director of BGC, Mr. Feng Sun, Representative Director of Ikuyo Co., Ltd., and Mr. Kunihiko Tajima, Vice President of the same company, as our directors), but ultimately, shareholders supported the company's proposals for all items. We interpret this outcome as shareholders positively evaluating and supporting our management policy and our efforts to enhance corporate value.

2. Regarding Suspected Collusion and Coordinated Actions by BGC

On the other hand, we have been investigating the facts regarding a series of actions by certain shareholders, including BGC, such as the acquisition and holding of our shares, exercise of voting rights, shareholder proposals, and proxy solicitations, which may fall under the category of "persons acting jointly or in concert" as defined in our "Policy on Responding to Large-Scale Acquisitions of Our Shares." As a result, on June 23, 2026, we resolved to consult the Independent Committee on whether to recognize that coordinated actions by certain shareholders, including BGC, are being carried out, as stated in "Notice Regarding Commencement of Review for Recognition of Collusion and Coordinated Actions in Response to Large-Scale Acquisition of Our Shares (Response to Takeover Bid) and Consultation with the Independent Committee."

Furthermore, we believe that there may be insufficient disclosure regarding the existence of a common shareholding relationship, coordinated actions, agreements on the exercise of voting rights, or substantive cooperative relationships in the large-shareholding reports and other disclosure documents related to BGC's aforementioned series of actions concerning our shareholdings.

Even after BGC transfers our shares, we will continue to investigate the facts as necessary, in cooperation with relevant authorities, stock exchanges, external experts, etc., and take appropriate measures to secure and enhance our corporate value and the common interests of our shareholders.

3. To Those Considering Acquiring Our Shares from BGC

As stated in section 2 above, we place importance on whether the substantive relationships concerning the acquisition, holding, and exercise of voting rights of our shares are sufficiently disclosed to the market and our shareholders. Therefore, we will continuously confirm, based on public information and other lawful means, the purpose of holding, shareholding relationships, the existence of common or coordinated shareholding actions, and the status of compliance with disclosure obligations under the large-shareholding reporting system and other relevant laws and regulations, for those who acquire our shares from BGC.

We will continue to strive for highly transparent management and stable business operations in order to meet the trust of all our shareholders, business partners, employees, and all other stakeholders.

End

FACT BOX

  • Source: PR TIMES
  • Category: 企業買収