Komori
M&A and Subsidiary Changes3800UNIRITA Inc.Information and Communications, Services and Others

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

The Board of Directors has decided to submit a proposal to the Annual General Meeting of Shareholders scheduled for 23 June 2026 to continue the Takeover Response Policy for a further 2 years. The content of the policy itself will not change under this continuation and renewal.

Worth reading
16Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
2
Years (continuation and renewal period)
Wording
Conditional
How definitive the wording is.

This transaction

Policy Regarding Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Impact on Business Performance

Until specific defensive measures, such as a gratis allotment of stock acquisition rights, are implemented under the plan, it will not have any direct or specific impact on shareholders or investors.

Procedures and assumptions
Special CommitteeEstablished. The Corporate Value Review Committee consists of 4 members: 3 outside directors and 1 outside Audit & Supervisory Board member. Under the rules, members are appointed from among 3 or more outside directors, outside Audit & Supervisory Board members or outside experts.
Conditions Precedent to ExecutionApproval by a majority of the shareholders present at this General Meeting. If defensive measures are implemented, the recommendation of the Corporate Value Review Committee must first be obtained.
Management structure after acquisitionThe management structure following the actual acquisition has not been specified. The large-scale purchaser will be required to submit its management policy and business plan after completion of the purchase, together with its policies for dealing with employees, customers, business partners and other stakeholders.
This transaction
ItemDetails
Transaction namePolicy Regarding Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
Impact on Business PerformanceUntil specific defensive measures, such as a gratis allotment of stock acquisition rights, are implemented under the plan, it will not have any direct or specific impact on shareholders or investors.
Date of board resolution13 May 2026
Execution Date / Effective DateContinuation and renewal from the close of the 44th Annual General Meeting of Shareholders scheduled to be held on 23 June 2026 (予定). The effective period will run until the close of the Annual General Meeting of Shareholders relating to the final fiscal year ending within 2 years from the close of this General Meeting.
Special CommitteeEstablished. The Corporate Value Review Committee consists of 4 members: 3 outside directors and 1 outside Audit & Supervisory Board member. Under the rules, members are appointed from among 3 or more outside directors, outside Audit & Supervisory Board members or outside experts.
Conditions Precedent to ExecutionApproval by a majority of the shareholders present at this General Meeting. If defensive measures are implemented, the recommendation of the Corporate Value Review Committee must first be obtained.
Management structure after acquisitionThe management structure following the actual acquisition has not been specified. The large-scale purchaser will be required to submit its management policy and business plan after completion of the purchase, together with its policies for dealing with employees, customers, business partners and other stakeholders.
Items this document does not state (25)
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 institution

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.

Following consideration of the current plan and the legal and economic environment, the Company states that the importance of the Takeover Response Policy remains unchanged and that the extension is intended to secure the time and information necessary for shareholders to make decisions regarding takeover proposals and for the Board of Directors to evaluate such proposals and present alternatives.

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Continued Renewal of the Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy) | UNIRITA Inc. (3800) timely disclosure | Komori