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M&A and Subsidiary Changes2193Cookpad Inc.Information and Communications, Services and Others

Notice Regarding a Partial Change in the Members of the Independent Committee under the “Response Policy Concerning Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)”

The members of the Independent Committee under the Takeover Response Policy changed from Motai Junichi (茂田井純一) to Narimatsu Jun (成松淳), as Motai Junichi (茂田井純一) left the committee upon expiration of his term and Narimatsu Jun (成松淳) was newly appointed as a member. The committee has 3 members following the change.

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This transaction

Date of board resolution26 March 2026
Execution Date / Effective Date26 March 2026 (date of change)
Procedures and assumptions
Special CommitteeIndependent Committee established. The 3 members are Narimatsu Jun (成松淳), Trang Diep Kieu Le and Imai Matsukane (今井松兼).
This transaction
ItemDetails
Date of board resolution26 March 2026
Execution Date / Effective Date26 March 2026 (date of change)
Special CommitteeIndependent Committee established. The 3 members are Narimatsu Jun (成松淳), Trang Diep Kieu Le and Imai Matsukane (今井松兼).
Items this document does not state (29)
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)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institutionConditions Precedent to ExecutionManagement 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.

Motai Junichi (茂田井純一) left his position as a director upon the conclusion of the 22nd Annual General Meeting of Shareholders following the expiration of his term, and also resigned as a member of the Independent Committee. No reason is stated for the appointment of Narimatsu Jun (成松淳).

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Notice Regarding a Partial Change in the Members of the Independent Committee under the “Response Policy Concerning Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)” | Cookpad Inc. (2193) timely disclosure | Komori