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M&A and Subsidiary Changes2674HARD OFF CORPORATION Co.,Ltd.Retail

Notice Concerning the Update to the Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy)

Although there is no specific takeover proposal, the Company will update its existing takeover response policy, subject to approval at the annual general meeting of shareholders scheduled for June 2026. If approved, the updated policy will apply through the conclusion of the annual general meeting of shareholders scheduled for June 2029, establishing a framework under which the Company may require the provision of information and set a period for the Board of Directors to evaluate large-scale purchases of 20% or more, and may take defensive measures when necessary based on recommendations from the Independent Committee and the results of a general meeting to confirm shareholders' intentions.

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This transaction

Update to 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. Three members are scheduled to be appointed: Nabeya Yoshito (鍋谷佳人), Outside Standing Audit & Supervisory Board Member; Watanabe Kazuo (渡辺一男), Outside Audit & Supervisory Board Member; and Yoshida Shun (吉田駿), attorney and Outside Audit & Supervisory Board Member. All 3 are independent officers of the Tokyo Stock Exchange and have no special interests in the Company.
Conditions Precedent to ExecutionApproval by the Company's shareholders at this annual general meeting
This transaction
ItemDetails
Transaction nameUpdate to this plan
Date of board resolution25 May 2026
Execution Date / Effective DateEffective upon approval at this annual general meeting of shareholders (scheduled for June 2026)
Special CommitteeAn Independent Committee will be established. Three members are scheduled to be appointed: Nabeya Yoshito (鍋谷佳人), Outside Standing Audit & Supervisory Board Member; Watanabe Kazuo (渡辺一男), Outside Audit & Supervisory Board Member; and Yoshida Shun (吉田駿), attorney and Outside Audit & Supervisory Board Member. All 3 are independent officers of the Tokyo Stock Exchange and have no special interests in the Company.
Conditions Precedent to ExecutionApproval by the Company's shareholders at this annual general meeting
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 Company states that the update is intended to secure the necessary information and time for consideration from large-scale purchasers, thereby enabling shareholders to make appropriate judgments regarding purchase proposals and protecting corporate value and the common interests of shareholders. The Company also explains that the current plan will remain effective through the conclusion of the annual general meeting of shareholders scheduled for June 2026, and that the plan will therefore be updated subject to approval at that meeting.

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Notice Concerning the Update to the Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy) | HARD OFF CORPORATION Co.,Ltd. (2674) timely disclosure | Komori