Komori
M&A and Subsidiary Changes4825WEATHERNEWS INC.Information and Communications, Services and Others

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

The Board of Directors resolved to update the takeover response policy, with certain changes to its content, before the former takeover defense policy expires. The update is subject to approval at the annual general meeting of shareholders scheduled for August 2026.

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40Recurring
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Wording
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This transaction

This update
Date of board resolution23 July 2026
Execution Date / Effective DateThe update is subject to approval at this annual general meeting of shareholders. The specific meeting date is Not disclosed.
Impact on Business Performance

As of the introduction of this plan, it will have no direct or specific impact on shareholders or investors.

Procedures and assumptions
Special CommitteeAn independent committee is scheduled to be established. It is expected to consist of 5 members: 3 outside directors and 2 outside corporate auditors.
Conditions Precedent to ExecutionApproval by shareholders at the 40th annual general meeting of shareholders scheduled for August 2026
This transaction
ItemDetails
Transaction nameThis update
Impact on Business PerformanceAs of the introduction of this plan, it will have no direct or specific impact on shareholders or investors.
Date of board resolution23 July 2026
Execution Date / Effective DateThe update is subject to approval at this annual general meeting of shareholders. The specific meeting date is Not disclosed.
Special CommitteeAn independent committee is scheduled to be established. It is expected to consist of 5 members: 3 outside directors and 2 outside corporate auditors.
Conditions Precedent to ExecutionApproval by shareholders at the 40th annual general meeting of shareholders scheduled for August 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

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 prepare for large-scale acquisitions that could impair the Company's corporate value and the common interests of its shareholders, secure the time and information shareholders need to decide whether to accept a purchase offer, and, where necessary, enable discussions and negotiations with the purchaser and the presentation of alternative proposals. The main change in this update is to expressly designate joint or coordinated actions by a specific shareholder and other shareholders as covered purchase activities and establish criteria for determining whether such actions qualify.

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.
Update to the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | WEATHERNEWS INC. (4825) timely disclosure | Komori