April 8, 2026 Catalyst Investment Advisors Co., Ltd.

Regarding Shareholder Proposals for Shimamura Co., Ltd. (8227)

Catalyst Investment Advisors Co., Ltd. (hereinafter, "the Company") engages with Japanese companies through the Monex Activist Mother Fund (hereinafter, "MAMF"), a domestic investment trust for which we provide investment advisory services, and the Japan Catalyst Fund (hereinafter, "JCF"), a Cayman-domiciled corporate investment trust.

We have been engaging with Shimamura Co., Ltd. (hereinafter, "Shimamura"), a key investment destination for MAMF and JCF, with a long-term perspective. MAMF, for which we provide investment advisory services, has submitted the attached shareholder proposal regarding the agenda for the 73rd Ordinary General Meeting of Shareholders of Shimamura scheduled for May 2026.

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* This shareholder proposal is being made by Monex Asset Management, Inc. (hereinafter, "MAM"), the agent for MAMF, and our company is providing support to MAM for this proposal.

(Attachment)

* In the shareholder proposal document below, "the Company" refers to Shimamura Co., Ltd.

Shareholder Proposal Document (Body only)

All company figures stated in the following agenda are based on consolidated financial statements.

1. Proposed Agenda: Appropriation of Surplus

(1) Summary of the Agenda: Appropriate surplus as follows so that the total annual dividend amount is equivalent to a 60% dividend payout ratio. This proposal is submitted as an additional proposal independent of any proposal regarding the appropriation of surplus that the Board of Directors of the Company may submit at this Ordinary General Meeting of Shareholders. Since the record date for the year-end dividend is February 20, the dividend per share is calculated based on the number of shares prior to the stock split on February 21, 2026.

A. Type of dividend property Cash

B. Dividend per share An amount equal to 260 yen minus the dividend per share of common stock proposed by the Company's Board of Directors and approved at this Ordinary General Meeting of Shareholders. If the amount calculated by multiplying the 73rd term's net income per share by 0.6 (rounded down to the nearest yen) minus 100 yen (hereinafter referred to as the "60% payout ratio equivalent amount") differs from 260 yen, the 260 yen mentioned at the beginning shall be read as the 60% payout ratio equivalent amount.

C. Matters concerning the allotment of dividend property and its total amount The dividend per share stated in B above for each share of the Company's common stock (the total dividend amount is the amount calculated by multiplying the dividend per share by the total number of issued common shares of the Company as of February 20, 2026, excluding treasury stock).

D. Effective date of the distribution of surplus The date of this Ordinary General Meeting of Shareholders.

E. Dividend payment commencement date The date three weeks after the next business day following the date of this Ordinary General Meeting of Shareholders.

(2) Reasons for the Proposal: Through continuous dialogue, we are convinced that management has the intention to further increase ROE beyond existing policies, taking into account changes in the external environment and the voices of shareholders revealed through shareholder proposals. We believe the first share buyback conducted in January 2026 was a wonderful initiative as an expression of that intention.

Backed by excellent store opening strategies, product strategies, and store operations, the Company has built a solid competitive advantage in the domestic clothing retail industry. In recent years, even amidst rising costs, the Company has maintained an operating profit margin of approximately 9% and continued to generate stable cash. As a result, as of the end of the third quarter of the fiscal year ending February 2026, the Company holds 281.1 billion yen in cash and equivalents against net assets of 522.4 billion yen, with no interest-bearing debt.

While we expect profit margins to continue to improve through the Company's excellent business operations, reducing net assets is also essential for further ROE improvement. We are submitting this proposal because we believe that the introduction of a dividend policy with a 60% payout ratio is necessary as a minimum level to realize the improvement of ROE.

FACT BOX

  • Source: PR TIMES
  • Category: financial