Worth reading
12Immaterial
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
—
Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This Plan (Response Measures to Large-Scale Purchases of Company Shares (Takeover Defense Measures))Date of board resolution9 February 2026
Execution Date / Effective DateThe Plan took effect on the same day upon approval by resolution of this annual general meeting of shareholders (approval has been obtained at this annual general meeting of shareholders).
Procedures and assumptions
Special CommitteeAn Independent Committee will be established, with at least 3 members. Following continuation of this Plan, the Company plans to appoint attorney Yoshida Yukikazu (吉田之計), outside director Doteuchi Kiyotsugu (土堤内清嗣), and outside Audit & Supervisory Board member Yoshimura Masaki (吉村正機), for a total of 3 members.
Conditions Precedent to ExecutionThe Plan will continue subject to shareholder approval at this annual general meeting of shareholders and will take effect upon resolution of the meeting. In principle, implementation of defensive measures requires respect for the Independent Committee’s consultation and recommendation, as well as the affirmative vote of a majority of the shareholders’ meeting.
| Item | Details |
|---|---|
| Transaction name | This Plan (Response Measures to Large-Scale Purchases of Company Shares (Takeover Defense Measures)) |
| Date of board resolution | 9 February 2026 |
| Execution Date / Effective Date | The Plan took effect on the same day upon approval by resolution of this annual general meeting of shareholders (approval has been obtained at this annual general meeting of shareholders). |
| Special Committee | An Independent Committee will be established, with at least 3 members. Following continuation of this Plan, the Company plans to appoint attorney Yoshida Yukikazu (吉田之計), outside director Doteuchi Kiyotsugu (土堤内清嗣), and outside Audit & Supervisory Board member Yoshimura Masaki (吉村正機), for a total of 3 members. |
| Conditions Precedent to Execution | The Plan will continue subject to shareholder approval at this annual general meeting of shareholders and will take effect upon resolution of the meeting. In principle, implementation of defensive measures requires respect for the Independent Committee’s consultation and recommendation, as well as the affirmative vote of a majority of the shareholders’ 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 purpose is to secure and enhance its corporate value and the common interests of shareholders in light of social and economic conditions and developments and discussions concerning takeover defense measures. Another purpose is to ensure that shareholders have sufficient information and time to make an informed decision in the event of a large-scale purchase.
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.