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M&A and Subsidiary Changes4725CAC Holdings CorporationInformation and Communications, Services and Others

Notice regarding approval of the renewal of the policy for responding to large-scale purchases of the Company's shares, etc. (takeover defense measures), and the appointment of special committee members

The renewal of the takeover defense measures was approved at the general meeting of shareholders, and on the same day, the chair, acting chair, and members of the special committee established under the policy were appointed.

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This transaction

Renewal of the policy for responding to large-scale purchases of the Company's shares, etc. (takeover defense measures)
Date of board resolution24 February 2026, 26 March 2026
Procedures and assumptions
Special CommitteeEstablished. The chair is Matsuo Mika (outside director of the Company), the acting chair is Honda Hirokazu (outside corporate auditor of the Company), and the committee member is Koda Hiroto. 3 members in total.
Conditions Precedent to ExecutionApproval by shareholders at the 60th Annual General Meeting of Shareholders held on 26 March 2026.
This transaction
ItemDetails
Transaction nameRenewal of the policy for responding to large-scale purchases of the Company's shares, etc. (takeover defense measures)
Date of board resolution24 February 2026, 26 March 2026
Special CommitteeEstablished. The chair is Matsuo Mika (outside director of the Company), the acting chair is Honda Hirokazu (outside corporate auditor of the Company), and the committee member is Koda Hiroto. 3 members in total.
Conditions Precedent to ExecutionApproval by shareholders at the 60th Annual General Meeting of Shareholders held on 26 March 2026.
Items this document does not state (28)
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 DateExecution Date / Effective 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.

Because the resolution of the Board of Directors dated 24 February 2026 had been implemented subject to approval at the general meeting of shareholders, the Company announced that the proposal was approved as originally proposed at the general meeting of shareholders. The Company also determined the composition of the special committee under the renewed policy.

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Notice regarding approval of the renewal of the policy for responding to large-scale purchases of the Company's shares, etc. (takeover defense measures), and the appointment of special committee members | CAC Holdings Corporation (4725) timely disclosure | Komori