Komori
M&A and Subsidiary Changes2805S&B FOODS INC.Food

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

The existing takeover defense measures will be updated after reviewing, among other matters, the definition of the large-scale purchases covered, and a special committee will be established. The update will take effect subject to approval of the related proposal at the annual general meeting of shareholders scheduled for 23 June 2026.

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This transaction

Update to this plan
Date of board resolution22 May 2026
Execution Date / Effective DateThe plan will take effect subject to approval at the annual general meeting of shareholders of the related proposal. The specific effective date is Not disclosed
Impact on Business Performance

The update to this plan will not involve a gratis allotment of stock acquisition rights, and will have no impact on the rights of shareholders or investors. The amount of the impact on financial results is Not disclosed

Procedures and assumptions
Special CommitteeTo be established. The committee will comprise 3 or more members selected from independent outside directors or outside experts. The members of the committee under this plan are scheduled to be selected after the annual general meeting of shareholders.
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders of the proposal to delegate to the board of directors the authority to decide matters concerning the gratis allotment of stock acquisition rights
This transaction
ItemDetails
Transaction nameUpdate to this plan
Impact on Business PerformanceThe update to this plan will not involve a gratis allotment of stock acquisition rights, and will have no impact on the rights of shareholders or investors. The amount of the impact on financial results is Not disclosed
Date of board resolution22 May 2026
Execution Date / Effective DateThe plan will take effect subject to approval at the annual general meeting of shareholders of the related proposal. The specific effective date is Not disclosed
Special CommitteeTo be established. The committee will comprise 3 or more members selected from independent outside directors or outside experts. The members of the committee under this plan are scheduled to be selected after the annual general meeting of shareholders.
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders of the proposal to delegate to the board of directors the authority to decide matters concerning the gratis allotment of stock acquisition rights
Items this document does not state (26)
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)Contract 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 provide shareholders with the information and time needed to decide whether to accept a large-scale purchase, present alternative proposals where necessary, and deter purchases that could impair corporate value or the common interests of shareholders. A special committee will be established to prevent arbitrary decisions by the board of directors and ensure the fairness of the procedures.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Update to the Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy) | S&B FOODS INC. (2805) timely disclosure | Komori