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M&A and Subsidiary Changes1860TODA CORPORATIONConstruction and Materials

Partial Amendments to and Continuation of Measures to Address Large-Scale Purchases of Our Shares and Other Securities (Takeover Defense Measures)

Toda Corporation will continue its existing takeover defense measure through the annual general meeting of shareholders scheduled for June 2029, subject to shareholder approval, after making certain revisions. The information that an acquirer will be required to submit and the criteria for determining joint or coordinated actions will be changed.

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This transaction

TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

The document states that the new share acquisition rights will not be issued when this policy is continued, and that there will be no direct and specific impact on shareholders' legal rights or economic interests.

Procedures and assumptions
Special CommitteeAn independent committee will be established. The members expected to serve when this policy is continued are Itami Toshihiko (伊丹俊彦), Momoi Shunji (百井俊次), Arakane Kumi (荒金久美), Muroi Masahiro (室井雅博) and Mizuhara Kiyoshi (水原潔), for a total of 5 members. The committee will comprise independent outside directors, independent outside corporate auditors and others.
Conditions Precedent to ExecutionApproval by shareholders at the 103rd Annual General Meeting of Shareholders scheduled for 26 June 2026.
This transaction
ItemDetails
Impact on Business PerformanceThe document states that the new share acquisition rights will not be issued when this policy is continued, and that there will be no direct and specific impact on shareholders' legal rights or economic interests.
Date of board resolution28 April 2026
Execution Date / Effective DateFrom the time of the approval resolution at the annual general meeting of shareholders through the conclusion of the annual general meeting of shareholders scheduled for June 2029.
Special CommitteeAn independent committee will be established. The members expected to serve when this policy is continued are Itami Toshihiko (伊丹俊彦), Momoi Shunji (百井俊次), Arakane Kumi (荒金久美), Muroi Masahiro (室井雅博) and Mizuhara Kiyoshi (水原潔), for a total of 5 members. The committee will comprise independent outside directors, independent outside corporate auditors and others.
Conditions Precedent to ExecutionApproval by shareholders at the 103rd Annual General Meeting of Shareholders scheduled for 26 June 2026.
Items this document does not state (27)
Transaction nameCounterparty nameName of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company states that it needs to secure the information and time necessary for shareholders to make decisions regarding an acquisition, as well as opportunities to negotiate with the acquirer, in order to protect the interests of shareholders, customers, business partners, local communities and employees, and to achieve sustainable growth and enhance corporate value over the medium to long term.

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Partial Amendments to and Continuation of Measures to Address Large-Scale Purchases of Our Shares and Other Securities (Takeover Defense Measures) | TODA CORPORATION (1860) timely disclosure | Komori