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M&A and Subsidiary Changes2204NAKAMURAYA CO.,LTD.Food

Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy)

中村屋 has decided to continue its current policy for responding to large-scale purchases, subject to approval at the annual general meeting of shareholders scheduled to be held by 30 June 2026. The scope of specific shareholder groups, the information provision period, the criteria for determining joint and concerted actions, and the conditions for implementing countermeasures will be revised, while the basic framework will be maintained.

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This transaction

Continuation of this plan
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee will have at least 3 members. Following continuation of this plan, the committee is expected to have 5 members, selected from outside directors, outside Audit & Supervisory Board Members, or outside experts.
Conditions Precedent to ExecutionThis plan will be continued subject to shareholder approval at this shareholders meeting. Before implementing countermeasures, the matter will be referred to the independent committee, and the Board of Directors will make its decision while giving maximum respect to the committee's recommendation.
This transaction
ItemDetails
Transaction nameContinuation of this plan
Date of board resolution20 May 2026
Execution Date / Effective DateThe plan is scheduled to take effect on the same day upon approval at this shareholders meeting. This shareholders meeting is scheduled to be held by 30 June 2026.
Special CommitteeAn independent committee will be established. The committee will have at least 3 members. Following continuation of this plan, the committee is expected to have 5 members, selected from outside directors, outside Audit & Supervisory Board Members, or outside experts.
Conditions Precedent to ExecutionThis plan will be continued subject to shareholder approval at this shareholders meeting. Before implementing countermeasures, the matter will be referred to the independent committee, and the Board of Directors will make its decision while giving maximum respect to the committee's recommendation.
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.

To secure and enhance corporate value and the common interests of shareholders by ensuring that shareholders have the information and time necessary to make an informed decision if a large-scale purchase is made, and by enabling the Board of Directors to evaluate and negotiate the proposal and present alternatives.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy) | NAKAMURAYA CO.,LTD. (2204) timely disclosure | Komori