Komori
M&A and Subsidiary Changes5262Nippon Hume CorporationConstruction and Materials

Notice Regarding the Discontinuation (Abolition) of the Policy for Responding to Large-Scale Purchases of the Company’s Shares and Other Securities (Takeover Defense Measures) and Partial Amendments to the Articles of Incorporation

The Company plans to discontinue and abolish its takeover defense measure at the conclusion of the Annual General Meeting of Shareholders scheduled for 26 June 2026, and to delete Article 10 of the Articles of Incorporation. In addition, the Company plans to amend the Articles of Incorporation to shorten the term of office of directors from 2 years to 1 year and to revise provisions concerning the body authorized to determine dividend distributions from surplus, among other matters.

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This transaction

Discontinuation (Abolition) of the Response Policy Concerning Large-Scale Purchases of the Company's Share Certificates, etc. (Takeover Defense Measure)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Conditions Precedent to ExecutionThe matter is scheduled to be submitted to this meeting as the “Partial Amendments to the Articles of Incorporation.”
This transaction
ItemDetails
Transaction nameDiscontinuation (Abolition) of the Response Policy Concerning Large-Scale Purchases of the Company's Share Certificates, etc. (Takeover Defense Measure)
Date of board resolution24 April 2026
Execution Date / Effective Date26 June 2026 (scheduled) (effective date of the amendments to the Articles of Incorporation; the takeover defense measure is scheduled to be abolished at the conclusion of this meeting)
Conditions Precedent to ExecutionThe matter is scheduled to be submitted to this meeting as the “Partial Amendments to the Articles of Incorporation.”
Items this document does not state (28)
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 institutionSpecial CommitteeManagement 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 Company has decided not to continue the takeover defense measure after considering the opinions of shareholders, including institutional investors, recent developments concerning takeover defense measures, and changes in the Company's business environment. The term of office of directors will be shortened to clarify their management responsibilities and establish a management structure capable of responding swiftly to changes in the business environment.

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Notice Regarding the Discontinuation (Abolition) of the Policy for Responding to Large-Scale Purchases of the Company’s Shares and Other Securities (Takeover Defense Measures) and Partial Amendments to the Articles of Incorporation | Nippon Hume Corporation (5262) timely disclosure | Komori