Continuation of the Company's Response Measures (Takeover Response Policy) for Large-Scale Purchases of the Company's Shares and Other Securities | Hodogaya Chemical Co.,Ltd. (4112) timely disclosure

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This transaction

These response measures

TimelineThe spacing between the points is proportional to the actual number of days.

Impact on Business Performance

Upon continuation of these response measures, the gratis allotment of these stock acquisition rights itself will not be carried out, and will not directly or specifically affect the legal rights or economic interests relating to the Company's shares held by shareholders and investors.

Procedures and assumptions

Special CommitteeEstablished. The committee consists of 3 members, all of whom are outside directors who serve as Audit and Supervisory Committee members.

Conditions Precedent to ExecutionApproval by ordinary resolution of the continuation of these response measures at the General Meeting of Shareholders scheduled for 24 June 2026.

This transaction
Item	Details
Transaction name	These response measures
Impact on Business Performance	Upon continuation of these response measures, the gratis allotment of these stock acquisition rights itself will not be carried out, and will not directly or specifically affect the legal rights or economic interests relating to the Company's shares held by shareholders and investors.
Date of board resolution	15 May 2026
Execution Date / Effective Date	24 June 2026 (scheduled; subject to approval by ordinary resolution of the continuation of these response measures at the Company's Annual General Meeting of Shareholders)
Special Committee	Established. The committee consists of 3 members, all of whom are outside directors who serve as Audit and Supervisory Committee members.
Conditions Precedent to Execution	Approval by ordinary resolution of the continuation of these response measures at the 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

The company's own explanation, not something inferred from the numbers.

The Company determined that the possibility remains that a large-scale purchase may be carried out without contributing to the Company's medium- to long-term corporate value or the common interests of its shareholders, and that it is necessary to maintain a framework to deter damage to corporate value and the common interests of shareholders. The policy has also been partially amended in light of recent court decisions and practical developments concerning takeover response policies.

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