What is the content of the shareholder proposal made by Catalyst Investment Advisory to TBS Holdings?

The proposal requests an increase in dividends to an amount equivalent to a 60% payout ratio and the acquisition of up to 15 million shares (with a total acquisition cost of 51 billion yen) of treasury stock.

What is the reason for the shareholder proposal?

To improve the current situation where the company has high net assets and abundant investment securities but an average ROE of only 2% over the past five years, and to enhance capital efficiency through the introduction of capital discipline.

What is the revenue structure of TBS HD that underlies the proposal?

TBS HD is evaluated as conducting substantial investment business, in addition to media and real estate operations, generating dividend income and disposal gains comparable to operating profit.

What is the capital discipline that Catalyst Investment Advisory aims for?

The aim is to introduce a metric where (dividends + treasury stock acquisition) / equity is greater than or equal to 8%.

When and to which meeting was the proposal made?

The proposal was made for the 99th Ordinary General Meeting of Shareholders of TBS Holdings, scheduled to be held in June 2026.

Catalyst Investment Advisor Submits Shareholder Proposal to TBS Holdings

Published May 29, 2026 2:00 AM ・ Updated Jun 14, 2026 7:20 AM ・ 3 min read ・ Source: PR TIMES

On May 28, 2026, Catalyst Investment Advisor submitted a shareholder proposal to TBS Holdings, seeking a dividend payout ratio of 60% and share buybacks of up to 51 billion yen to improve capital efficiency.

Shareholder Proposal to TBS Holdings by Catalyst Investment Advisor Co., Ltd.

On May 28, 2026, Catalyst Investment Advisor Co., Ltd. announced that it had submitted a shareholder proposal to TBS Holdings (TBS HD) through the Monex Activist Mother Fund (MAMF), for which it provides investment advice. This proposal is intended for the upcoming 99th Ordinary General Meeting of Shareholders scheduled for June 2026.

### Proposal Details Catalyst Investment Advisor is calling for the adoption of the following capital policies to improve capital efficiency and achieve an 8% ROE:

1. **Disposition of Surplus**: Distribute dividends such that the total annual dividend amount corresponds to a 60% payout ratio. 2. **Acquisition of Treasury Shares**: Acquire up to 15 million common shares (with a total acquisition cost of 51 billion yen) within one year following the conclusion of the upcoming general meeting.

### Rationale Catalyst Investment Advisor points out that although TBS HD holds a massive amount of investment securities and effectively operates as an investment business, its ROE has remained at a low 2% average over the past five fiscal years. To address this, the firm argues that implementing a capital discipline metric of '(Dividends + Share Buybacks) / Equity ≥ 8%' is appropriate. Through this proposal, the firm aims to improve capital efficiency and maximize long-term corporate value.

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Source: PR TIMES
Category: News
Organizations: Japan Catalyst Fund

Catalyst Investment Advisor Submits Shareholder Proposal to TBS Holdings

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Shareholder Proposal to TBS Holdings by Catalyst Investment Advisor Co., Ltd.

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