Komori
M&A and Subsidiary Changes4027TAYCA CORPORATIONMaterials and Chemicals

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

The Takeover Response Policy introduced in 2023 will be continued for a further 3 years, subject to approval at the Annual General Meeting of Shareholders scheduled for 24 June 2026. The definition of a large-scale purchase and the requirements for resolutions at shareholders meetings have been revised, among other changes.

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This transaction

Policy for Responding to Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

The continuation of this policy does not involve a gratis allotment of stock acquisition rights. Accordingly, the continuation of this policy will not have a direct and specific impact on the rights or economic interests of shareholders and investors.

Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee will have at least 3 members, selected from among outside directors, attorneys, certified public accountants, academics, and outside experts with experience as directors or Audit & Supervisory Board Members.
Conditions Precedent to ExecutionApproval of the continuation of this policy at the Annual General Meeting of Shareholders scheduled for 24 June 2026
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)
Impact on Business PerformanceThe continuation of this policy does not involve a gratis allotment of stock acquisition rights. Accordingly, the continuation of this policy will not have a direct and specific impact on the rights or economic interests of shareholders and investors.
Date of board resolution13 May 2026
Execution Date / Effective DateExpected to take effect subject to approval at the Annual General Meeting of Shareholders scheduled for 24 June 2026
Special CommitteeAn independent committee will be established. The committee will have at least 3 members, selected from among outside directors, attorneys, certified public accountants, academics, and outside experts with experience as directors or Audit & Supervisory Board Members.
Conditions Precedent to ExecutionApproval of the continuation of this policy at the Annual General Meeting of Shareholders scheduled for 24 June 2026
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

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The reasons the company gives

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In advance of the expiration of the current policy, we reviewed the policy in light of amendments to laws and regulations and the state of discussions concerning takeover response policies. The purpose is to ensure that shareholders have sufficient information and time to properly assess large-scale purchases, and to provide the evaluations and opinions of our Board of Directors and alternative proposals.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | TAYCA CORPORATION (4027) timely disclosure | Komori