Hibiki Path Advisors Finalized Its Policy to Oppose ① the Proposed Transition to a Company With an Audit and Supervisory Committee and ② the Election of Certain Director Candidates for the 54^th Annual General Meeting of JAPAN PURE CHEMICAL CO., LTD.

TOKYO--( BUSINESS WIRE )-- Hibiki Path Advisors (“we” or “us”) has decided its policy on (Item 1) the proposed transition to a company with an Audit and Supervisory Committee through an amendment of Articles of Incorporation and (Items 2, 3 and 4) the election of directors, in relation to the 54th Annual General Meeting of Shareholders (“AGM”) of JAPAN PURE CHEMICAL CO., LTD. (TSE Code: 4973) (“the Company”, “JPC”), scheduled on June 20, 2025. We outlined our policy as a "plan" in the statement of purpose on June 1 (hereinafter, the "Statement"). Since then, we have made persistent and good-faith efforts to engage with JPC. However, due to JPC’s continued inaction and lack of meaningful response following the publication of the Statement, we hereby formally confirm that our policy has now been finalized, fully consistent with the content in the Statement.

For the detailed rationale behind our planned policy on each proposal in the Statement— please refer to the Statement at the following link:

" Regarding the Campaign as the largest Shareholder of JAPAN PURE CHEMICAL CO., LTD. "

First, we oppose (Item 1) the proposed transition to a company with an Audit and Supervisory Committee through an amendment of Articles of Incorporation.

We have serious concern that the transition to a company with an Audit and Supervisory Committee is purely ceremonial, given that the outside directors are predominantly composed of individuals from a specific corporate group, making meaningful oversight unlikely. Furthermore, the proposed expansion to a ten-member Board, representing nearly 20% of the Company’s total workforce, will not only risk further slowing down the decision-making process, but also unintentionally lead to a deterioration in the overall corporate governance quality.

We are deeply concerned that this transition would effectively grant even greater authority over critical business execution to the current internal executive team despite their ongoing failure to implement fundamental reforms to resolve key management issues. Furthermore, by diluting important authority such as the individual right to conduct audits, the proposal would further erode the effectiveness of auditors (Members of the Audit and Supervisory Committee). As JPC’s sole largest shareholder, we find this proposal unacceptable.

While our opinion differs from that of Institutional Shareholder Services (“ISS”), it is important to recognize that ISS’s analysis is based on uniform, standardized criteria. In our view, given the specific issues surrounding JPC, the proposed transition will not necessarily result in the governance improvements that are expected in more general circumstances. We strongly encourage all shareholders to read our recent Statement related to ISS recommendations carefully and to make a considered, independent decision ( 7/Jun/2025 – ISS Endorses Hibiki’s Shareholder Proposals to JAPAN PURE CHEMICAL CO., LTD. ).

Second, with respect to (Items 2, 3, and 4) the election of directors, we declare our support exclusively for the reappointment of President and Representative Director Tomoyuki Kojima (Item 2.1) and Outside Director Momoe Kuromatsu (Item 2.6). We oppose the appointments of all other Directors (Items 2, 3, and 4) (including alternates), especially the reappointment of Director and Honorary Advisor Masao Watanabe (Item 2.3). Our rationale is summarized in Figure 1 below.

Figure 1: List of the candidate of directors etc.

Although our view differs from the ISS's recommendation, our voting decisions on each candidate are determined independently based on a thorough assessment of the Company after years of direct engagement. We strongly believe that the responsibility for the “capital misallocation” cited by ISS for opposing the reappointment of President and Representative Director Tomoyuki Kojima actually lies with Director and Honorary Advisor Masao Watanabe instead as he had led JPC as a Representative Director for more than 20 years but completely failed to address this issue. In our view, it is essential that Director and Honorary Advisor Watanabe, who has held a dominant leadership position for approximately 25 years to step down from the Board for JPC to undertake bold reforms and enhance corporate value. At the same time, we believe that the structure of the Board of Directors, which has long been composed of members continuously appointed from a limited group of backgrounds, must be fundamentally restructured. Based on the same logic mentioned above, we hereby firmly make it clear that fundamental capital allocation reforms “within his one-year term” to be our definitive condition in supporting Representative Director Tomoyuki Kojima’s re-election for another year.

If only the two Directors for whom we supported reappointment are elected at this AGM, JPC will no longer meet the statutory minimum number of Directors required under the Companies Act for a company with a Board of Directors. In that case, as the largest shareholder engaging JPC for many years, we express our strong commitment to collaborate closely with President and Representative Director Tomoyuki Kojima and Outside Director Momoe Kuromatsu to identify and endorse director candidates who will genuinely drive the enhancement of JPC’s corporate value. We earnestly expect that such candidates will be proposed at the Extraordinary General Meeting of Shareholders. This is to establish a unified corporate structure where the management, shareholders, and employees are synergized to decisively address and overcome the significant challenges that the Company is currently facing.

Lastly, as JPC’s largest shareholder, we had earnestly requested the voluntary disclosure of the Board of Directors' rules and meeting minutes. We had also requested meetings with all director candidates individually (excluding alternates). We think this is essential for anyone to determine if the proposed transition to a company with an Audit and Supervisory Committee and the appointment of Directors make sense. However, these requests were flatly turned down, and instead the Company proposed a meeting with only three individuals (President and Representative Director Tomoyuki Kojima, Senior Director Motoki Watanabe, and Mr. Yasutoshi Ohata, Chair of the Nomination and Remuneration Committee) which was finally held on 5^th June 2025. In the meeting, we asked focused questions to the three individuals and have thoughtfully assessed their answers internally. However, we have reached the conclusion that the aforementioned fundamental concerns and risks remain unaddressed, as they failed to provide satisfactory explanations regarding the essential rationale for increasing the number of directors while retaining all existing directors and auditors, as well as the necessity and timing of the transition to the Audit and Supervisory Committee system.

Once again, we respectfully urge all shareholders to consider supporting our proposals (Items 10, 11, 12, and 13) which are directed to enhancing and maximizing the collective interests of all shareholders. We also request that you as a valuable shareholder exercise shareholder rights (voting rights) for (Item1) amendments to the Articles of Incorporation for the transition to a company with an Audit and Supervisory Committee, and (Items 2, 3, and 4) the election of directors, together with our shareholder proposals, based on your own careful and rational judgment in terms of whether these measures genuinely contribute to the enhancement of the Company’s corporate value.

As mentioned earlier, we have made it clear that fundamental capital allocation reforms “within his one-year term” to be our condition in supporting Representative Director Tomoyuki Kojima’s re-election for another year. Mr. Kojima should fully acknowledge the clear and persistent challenges concerning capital efficiency of JPC, as correctly pointed out by ISS based on its two consecutive years of endorsing our shareholder proposals related to the matter, and implement long awaited fundamental reforms in capital allocation, completely overwriting the time frame and level that is written in its medium-term plan.

*At the time of this release, we remain committed to continuing our dialogue with the Company. Although the progress of discussions so far indicates that a change is unlikely, if any new information gained through ongoing engagement causes us to revise our decision, we will disclose the changes along with the reasons for them.

Sincerely yours,

Note: This post does not constitute a solicitation for an offer to acquire or recommend the purchase or sale of specific securities, or advice on investment, legal, tax, accounting, or any other matters. In the event of any discrepancy or conflict between the English and Japanese versions, unless otherwise noted, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated.

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