Glass Lewis Recommends Vote AGAINST Bunka Shutter Proposal No. 4

Dalton Investments welcomes the recommendation by Glass Lewis & Co. (“Glass Lewis”), the independent proxy advisory firm, that shareholders vote AGAINST Proposal No. 4 at the 80th Annual General Meeting of Bunka Shutter Co., Ltd. (“Bunka Shutter” or the “Company”), scheduled to be held on June 17, 2026.

Proposal No. 4 seeks shareholder approval for the conditional implementation of defensive measures against Dalton and its affiliates pursuant to the Company’s response policy. The proposal is based on the Company’s assertion that there is a heightened likelihood of a large-scale acquisition of the Company’s shares by Dalton and related parties.

In recommending a vote AGAINST Proposal No. 4, Glass Lewis expressed concerns regarding both the structure of the proposed defensive measures and the adequacy of the Company’s justification for adopting them.

Importantly, Glass Lewis concluded that the Company has not demonstrated circumstances sufficient to justify such broad defensive measures, particularly given their potentially dilutive nature. While the Company has devoted substantial attention to the possibility that Dalton could pursue a take-private transaction in the future or seek to obtain influence over the Company in a manner that could create conflicts with minority shareholders, Dalton has publicly stated that it has no intention of forcing or dictating any particular strategic outcome. Furthermore, should a take-private transaction ever be considered, Dalton believes that such a decision should properly remain within the authority of the Board of Directors.

Glass Lewis also noted Dalton’s long-standing engagement with Bunka Shutter and the constructive dialogue that has historically existed between the parties regarding initiatives to enhance corporate value. Against this backdrop, Glass Lewis determined that the evidence presented by the Company does not demonstrate an imminent threat sufficient to justify the proposed level of board discretion or the potential dilution of shareholders.

We believe Glass Lewis’s analysis reinforces our view that Proposal No. 4 represents an unnecessary and disproportionate defensive measure that risks undermining shareholder rights and fundamental capital market principles. We respectfully urge shareholders to vote AGAINST Proposal No. 4.

We also note that the ISS recommendation report contains factual inaccuracies and errors. Shareholders evaluating their voting decisions should be aware of the following:

• ISS incorrectly states that Masumi Nishida has no experience serving as a director of a publicly listed company. In fact, Mr. Nishida has previously served as a director of a listed company.
• In its English report, ISS incorrectly refers to Dalton as “Oasis.”

Dalton remains committed to maintaining a constructive dialogue with Bunka Shutter and supporting initiatives that enhance the Company’s long-term value and protect the interests of all shareholders.