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M&A and Subsidiary Changes5161NISHIKAWA RUBBER CO.,LTD.Automobiles and transportation equipment

Partial Amendments to and Continuation of Measures (Takeover Response Policy) Concerning Large-Scale Purchases of Our Shares and Other Securities

The existing takeover defense measures will be partially revised to clarify the definition of the scope of takeover proposals and to change the procedure for confirming shareholder intent when countermeasures are implemented so that, in principle, confirmation will take place at a shareholders meeting. The policy will continue, subject to approval at the annual shareholders meeting scheduled for 25 June 2026.

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This transaction

Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Procedures and assumptions
Special CommitteeAn independent committee will be established. The members will be selected from among at least 3 independent outside directors, with 5 candidates expected to be nominated for this occasion.
Conditions Precedent to ExecutionApproval for continuation of this plan at the 77th annual shareholders meeting scheduled for 25 June 2026
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)
Date of board resolution14 May 2026
Execution Date / Effective DateThe plan will continue, subject to approval at the annual shareholders meeting scheduled for 25 June 2026 (予定).
Special CommitteeAn independent committee will be established. The members will be selected from among at least 3 independent outside directors, with 5 candidates expected to be nominated for this occasion.
Conditions Precedent to ExecutionApproval for continuation of this plan at the 77th annual shareholders meeting scheduled for 25 June 2026
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

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The reasons the company gives

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

To enhance corporate value and protect the common interests of shareholders in light of changes in social and economic conditions, developments in discussions concerning takeover response policies, and amendments to relevant laws and regulations. The changes are also intended to address the recent diversification of acquisition methods and clarify the process for making decisions on implementing countermeasures, as well as the mechanisms for confirming and reflecting shareholder intent, thereby enhancing transparency.

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Partial Amendments to and Continuation of Measures (Takeover Response Policy) Concerning Large-Scale Purchases of Our Shares and Other Securities | NISHIKAWA RUBBER CO.,LTD. (5161) timely disclosure | Komori