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M&A and Subsidiary Changes5162ASAHI RUBBER INC.Automobiles and transportation equipment

Introduction of Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy)

The Company introduced takeover response measures (the Plan), targeting acquisitions of 20% or more of the Company's shares and other transactions, by resolution of the Board of Directors dated 14 May 2026. The Plan will be immediately discontinued if it is not approved at the Ordinary General Meeting of Shareholders scheduled for June 2026.

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This transaction

Measures (the Plan) for Large-Scale Purchases of Our Shares, etc.
Date of board resolution14 May 2026
Execution Date / Effective Date14 May 2026 (effective date of the Plan)
Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee will have 3 or more independent members, and 3 members are expected to take office when the Plan is introduced. It will consist of outside directors or outside experts who are independent of the management responsible for business execution.
Conditions Precedent to ExecutionApproval of the proposal concerning the Plan at the Ordinary General Meeting of Shareholders scheduled for June 2026. If the proposal is not approved, the Plan will be immediately discontinued.
This transaction
ItemDetails
Transaction nameMeasures (the Plan) for Large-Scale Purchases of Our Shares, etc.
Date of board resolution14 May 2026
Execution Date / Effective Date14 May 2026 (effective date of the Plan)
Special CommitteeAn independent committee will be established. The committee will have 3 or more independent members, and 3 members are expected to take office when the Plan is introduced. It will consist of outside directors or outside experts who are independent of the management responsible for business execution.
Conditions Precedent to ExecutionApproval of the proposal concerning the Plan at the Ordinary General Meeting of Shareholders scheduled for June 2026. If the proposal is not approved, the Plan will be immediately discontinued.
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.

To protect and enhance corporate value and the common interests of shareholders by securing the information and time necessary for shareholders to make informed decisions on takeover proposals, and by enabling negotiations with the bidder and the presentation of alternatives.

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Introduction of Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | ASAHI RUBBER INC. (5162) timely disclosure | Komori