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M&A and Subsidiary Changes2004Showa Sangyo Co.,Ltd.Food

Notice Regarding the Discontinuation (Abolition) of the Company's Response Policy to Large-Scale Purchases of Its Shares and Other Securities (Takeover Defense Measures) and Partial Amendments to the Articles of Incorporation

The takeover defense measures will not be renewed and will be abolished at the conclusion of the Annual General Meeting of Shareholders scheduled for 25 June 2026, when their current effective period expires. Accordingly, a proposal to amend the Articles of Incorporation by deleting the provisions concerning the takeover defense measures will be submitted to the General Meeting of Shareholders.

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This transaction

Discontinuation (abolition) of the response measures and partial amendments to the Articles of Incorporation
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Conditions Precedent to ExecutionSubmission of the proposal for partial amendments to the Articles of Incorporation to the 125th Annual General Meeting of Shareholders, scheduled for 25 June 2026
This transaction
ItemDetails
Transaction nameDiscontinuation (abolition) of the response measures and partial amendments to the Articles of Incorporation
Date of board resolution14 May 2026
Execution Date / Effective Date25 June 2026 (scheduled)
Conditions Precedent to ExecutionSubmission of the proposal for partial amendments to the Articles of Incorporation to the 125th Annual General Meeting of Shareholders, scheduled for 25 June 2026
Items this document does not state (28)
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 institutionSpecial CommitteeManagement 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 determined that its new long-term vision, “SHOWA VISION 2035,” its medium-term management plan, “26-29,” and the steady implementation of shareholder returns are the best means of ensuring and enhancing corporate value and the common interests of shareholders.

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Notice Regarding the Discontinuation (Abolition) of the Company's Response Policy to Large-Scale Purchases of Its Shares and Other Securities (Takeover Defense Measures) and Partial Amendments to the Articles of Incorporation | Showa Sangyo Co.,Ltd. (2004) timely disclosure | Komori