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M&A and Subsidiary Changes5185Fukoku Co.,Ltd.Automobiles and transportation equipment

Continuation of Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Policy for Responding to Takeovers)

The Board of Directors has decided to continue the existing takeover defense measures, subject to approval at the annual general meeting of shareholders scheduled for 24 June 2026. The Company has not received an actual takeover proposal at this time.

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This transaction

Response Measures for Large-Scale Purchases of the Company's Shares, etc. (Takeover Response Policy)
Voting rights ownership percentage28.9% → 17.0%(Year-on-Year)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn independent committee, rather than a committee named a special committee, will be established. The committee is expected to comprise 5 members who are either outside directors of the Company or outside experts.
Conditions Precedent to ExecutionShareholder approval for the continuation of this plan at the 73rd Annual General Meeting of Shareholders scheduled for 24 June 2026.
This transaction
ItemDetails
Transaction nameResponse Measures for Large-Scale Purchases of the Company's Shares, etc. (Takeover Response Policy)
Voting rights ownership percentageBefore 28.9% → after 17.0%
Date of board resolution15 May 2026
Execution Date / Effective DateFrom the time of approval at this annual general meeting of shareholders until the conclusion of the annual general meeting of shareholders scheduled for June 2027 (planned)
Special CommitteeAn independent committee, rather than a committee named a special committee, will be established. The committee is expected to comprise 5 members who are either outside directors of the Company or outside experts.
Conditions Precedent to ExecutionShareholder approval for the continuation of this plan at the 73rd Annual General Meeting of Shareholders scheduled for 24 June 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 acquiredFunding 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.

The purpose is to clarify the procedures that large-scale purchasers must follow, secure the information and time shareholders need to make a decision, and ensure an opportunity to negotiate with the purchaser. The Company also states that, following the founding family shareholders' tendering of their shares in the tender offer for the Company's own shares, the combined ownership ratio of the founding family and directors fell from 28.9% to 17.0%, further increasing the importance of responding to purchasers.

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Continuation of Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Policy for Responding to Takeovers) | Fukoku Co.,Ltd. (5185) timely disclosure | Komori