Kao's disclosure: Supplementary Explanation of the Board of Directors’ Opinion on the Shareholder Proposal
...
I. Executive Summary
The Board of Directors of Kao Corporation (the “Company”) opposes the proposal to appoint an investigator pursuant to Article 316, Paragraph 2 of the Companies Act, as submitted by Oasis Japan Strategic Fund Ltd. and Oasis Opportunities Fund One SPC – Echo SP (collectively, “Oasis”). The principal reasons are as follows.
First, under its NDPE (No Deforestation, No Peat, No Exploitation) policy, the Company has established and operates a comprehensive management cycle comprising policy setting, due diligence, supplier engagement, monitoring, and disclosure. As a result, the Company has achieved traceability of 99% for oil palm mills and 91% for plantations, representing a high level within the industry.
Second, the Company’s ESG initiatives have consistently received high evaluations within the industry from multiple external assessment organizations. The Company has received CDP “Triple A” ratings for six consecutive years, is included as a Yearbook Member in S&P Global’s “The Sustainability Yearbook 2026,” and has been selected by Ethisphere as one of the “World’s Most Ethical Companies” for 20 consecutive years (the only company in Asia and one of only six worldwide). If the conditions alleged by Oasis were in fact present, it would be difficult to sustain such evaluations.
Third, the Company presents specific future initiatives and quantitative targets, including the expansion of its grievance mechanisms, concrete measures toward achieving 100% traceability, and plans to enhance disclosure regarding pulp and paper.
Fourth, with respect to areas identified in the Company’s supply chain management framework, the Company will, on its own initiative, conduct reviews by independent third parties and appropriately disclose the results and any necessary improvements. Accordingly, there is no basis for appointing investigators unilaterally designated by Oasis.
Fifth, while Oasis emphasizes the “independence” of the investigation, it has selected and proposed all three investigators itself. A shareholder holding approximately 12.5% of the Company’s shares unilaterally appointing investigators is inconsistent with the principle of independence.