Komori
M&A and Subsidiary Changes1921TOMOE CORPORATIONConstruction and Materials

Introduction of a Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy)

The Company has introduced a takeover response policy to prepare for potential large-scale purchases of its shares in the future, rather than in response to any specific takeover proposal. Under the policy, the Company will request information from an acquirer, secure time for shareholders to make a decision, and consider countermeasures such as the gratis allotment of stock acquisition rights, if necessary.

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This transaction

Policy for Responding to Large-Scale Purchases of the Company's Shares, etc. (Takeover Response Policy) (the Plan)
Date of board resolution27 April 2026
Execution Date / Effective Date27 April 2026 (effective date of the Plan)
Procedures and assumptions
Special CommitteeNo special committee is mentioned, but an independent committee will be established. The committee will have at least 3 members. The members at the time of introduction will be Igarashi Kimio (五十嵐規矩夫), Takada Akira (髙田明) and Matsumoto Takuo (松本拓生).
Conditions Precedent to ExecutionIf approval for the introduction proposal is not obtained at the annual general meeting of shareholders scheduled for 26 June 2026, the Plan will be abolished immediately.
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of the Company's Shares, etc. (Takeover Response Policy) (the Plan)
Date of board resolution27 April 2026
Execution Date / Effective Date27 April 2026 (effective date of the Plan)
Special CommitteeNo special committee is mentioned, but an independent committee will be established. The committee will have at least 3 members. The members at the time of introduction will be Igarashi Kimio (五十嵐規矩夫), Takada Akira (髙田明) and Matsumoto Takuo (松本拓生).
Conditions Precedent to ExecutionIf approval for the introduction proposal is not obtained at the annual general meeting of shareholders scheduled for 26 June 2026, the Plan will be abolished immediately.
Items this document does not state (27)
Counterparty 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)Impact on Business PerformanceContract 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 purpose is to protect the Company's corporate value and the common interests of its shareholders, and to secure the information and time shareholders need to determine whether to accept a takeover proposal. The Company also cites as a reason for introducing the policy the existence of investors interested in its capital strategy, although it has not received any specific takeover proposal from a particular third party at this time.

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Introduction of a Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy) | TOMOE CORPORATION (1921) timely disclosure | Komori