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Measures in Response to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Defense Measures)TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn independent committee will be established. It will consist of 3 or more members selected from outside corporate auditors and outside experts. Candidates are Ishikawa Toshihiko (石川俊彦), certified public accountant; Obara Masatoshi (小原正敏), attorney; and Okumura Masuo (奥村萬壽雄).
Conditions Precedent to ExecutionContinuation of this plan must be approved at the annual general meeting of shareholders. The launch of defensive measures against a large-scale purchase requires conditions such as non-compliance with the large-scale purchase rules or a purchase that is clearly likely to cause irreparable harm to corporate value or other interests.
| Item | Details |
|---|---|
| Transaction name | Measures in Response to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Defense Measures) |
| Date of board resolution | 18 May 2026 |
| Execution Date / Effective Date | The measures will continue subject to approval by shareholders at the annual general meeting of shareholders as a condition for them to take effect. The annual general meeting of shareholders is scheduled for June 2026 (the specific meeting date is Not disclosed). |
| Special Committee | An independent committee will be established. It will consist of 3 or more members selected from outside corporate auditors and outside experts. Candidates are Ishikawa Toshihiko (石川俊彦), certified public accountant; Obara Masatoshi (小原正敏), attorney; and Okumura Masuo (奥村萬壽雄). |
| Conditions Precedent to Execution | Continuation of this plan must be approved at the annual general meeting of shareholders. The launch of defensive measures against a large-scale purchase requires conditions such as non-compliance with the large-scale purchase rules or a purchase that is clearly likely to cause irreparable harm to corporate value or other interests. |
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 purpose is to require large-scale purchasers to provide sufficient information and allow adequate time for consideration, enabling shareholders to decide whether to accept the purchase offer, while ensuring that necessary defensive measures can be taken against purchases that could harm corporate value or the common interests of shareholders. The Company states that it has reviewed the scope and wording of covered purchase actions in light of social and economic conditions, the Ministry of Economy, Trade and Industry's Guidelines for Corporate Takeovers, and recent court decisions and trends in practice.
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