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M&A and Subsidiary Changes5122OKAMOTO INDUSTRIES,INC.Automobiles and transportation equipment

Notice of a Partial Change in the Members of the Independent Committee under the Countermeasures against Large-Scale Purchases of the Company's Shares (Takeover Response Policy)

The 2 members whose terms expired and who resigned from the Independent Committee established under the Takeover Response Policy have changed to newly appointed members Tokuhuro Komei (徳弘高明) and Yamamiya Michiyo (山宮道代). The committee now consists of 3 members, including Kanno Yuri (菅野百合).

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This transaction

Date of board resolution26 June 2026
Procedures and assumptions
Special CommitteeAn Independent Committee has been established and has 3 members
This transaction
ItemDetails
Date of board resolution26 June 2026
Special CommitteeAn Independent Committee has been established and has 3 members
Items this document does not state (30)
Transaction nameCounterparty 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 institutionConditions Precedent to ExecutionManagement structure after acquisition

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The reasons the company gives

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Fukazawa Yoshiki (深澤佳己) and Arai Mizuo (荒井瑞夫) resigned as Outside Directors serving as Audit and Supervisory Committee Members, and also resigned as members of the Independent Committee, upon the conclusion of the Annual General Meeting of Shareholders held on 26 June 2026, following the expiration of their terms.

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Notice of a Partial Change in the Members of the Independent Committee under the Countermeasures against Large-Scale Purchases of the Company's Shares (Takeover Response Policy) | OKAMOTO INDUSTRIES,INC. (5122) timely disclosure | Komori