Blue Goats Capital revises policy on Muraki Co., Ltd. shares, decides to proceed with sale

Blue Goats Capital Co., Ltd. (Headquarters: Chuo-ku, Tokyo; Representative Director: Kazuhiro Aoyagi; hereinafter "the Company") announces that it has decided to revise its policy on shares it holds in Muraki Co., Ltd. (Tokyo Stock Exchange Standard Market: 7477; hereinafter "the Target Company") and to proceed with their sale.

The Company evaluated the potential corporate value of the Target Company and held its shares from a long-term perspective even before the Target Company introduced its anti-takeover defense measures at its 67th Ordinary General Meeting of Shareholders held on June 20, 2025. The Company is not a new shareholder who acquired shares with the intent to circumvent the anti-takeover defense measures, but rather has remained a shareholder of the Target Company since before their introduction. Throughout its holding period, the Company has consistently sought constructive dialogue with the Target Company aimed at improving its corporate value.

However, the Target Company's stance towards the Company's initiatives, as far as the Company understands, has been as follows:

The Target Company has experienced prolonged stagnation in its performance, and its price-to-book ratio (PBR) has remained below 1x for an extended period. Despite this, the Company is not aware of any efforts to improve management through the acceptance of outside directors or substantive dialogue with shareholders.

When the Company sought to acquire additional shares, it explained to the representative director of the Target Company, to the best of the Company's knowledge, that it had received inquiries from parties wishing to sell shares in a market with poor liquidity, that it was considering an acquisition, and that it had no hostile intentions. The Company received no particular objections.

Furthermore, when the Company submitted a shareholder proposal based on its rights as a shareholder, it confirmed the schedule for the Ordinary General Meeting of Shareholders in advance. At that time, the schedule had not yet been decided. However, after the Company submitted its shareholder proposal on April 23, 2026, the date of the General Meeting of Shareholders was set for June 17, 2026, which is unusually early compared to past precedents. As a result, the Company's shareholder proposal fell short by one day of the period required by the Companies Act for exercising shareholder proposal rights, which is eight weeks prior to the date of the General Meeting of Shareholders, and was therefore not handled in a timely manner.

The Target Company has repeatedly sent documents unilaterally viewing the Company as problematic, without engaging in dialogue with its shareholders.

The Company's basic investment stance is to value dialogue with shareholders and to improve corporate value in an open capital market. The Company believes that listed companies are public entities open to the broad capital market, and their corporate value should be enhanced through dialogue with stakeholders, including shareholders.

In light of the foregoing, the Company has concluded that the Target Company is no longer an appropriate entity for the Company to contribute to corporate value improvement through investment. The Company believes that continuing to spend its limited management resources on a relationship with such a company lacks rationality in light of the Company's investment policy.

Even though the Company was a shareholder before the introduction of anti-takeover defense measures and sought dialogue for years to improve corporate value, the Target Company has not responded to such dialogue at all. The Company cannot help but harbor serious doubts about the Target Company's suitability as a listed company, given its management stance that does not reflect on itself, without engaging in dialogue with its shareholders.

This revision of the holding policy is an independent investment decision based on the Company's fundamental stance. This matter is based on the Company's own investment decision and is not a result of coordination or cooperation with other shareholders of the Target Company.

End