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M&A and Subsidiary Changes5283TAKAMISAWA CO.,LTD.Trading & Wholesale

Continuation of the Company’s Response Policy Regarding Large-Scale Purchases of Its Shares (Takeover Defense Policy)

The existing takeover defense measures will continue, subject to approval at the annual general meeting of shareholders scheduled for 29 September 2026. The measures will remain in effect until the conclusion of the annual general meeting of shareholders scheduled for September 2029, with no substantive changes to their content.

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This transaction

Response Measures for Large-Scale Purchases of Our Shares (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee will comprise at least 3 members selected from outside directors, outside audit & supervisory board members, or outside experts. If the measures continue, Kurata Hiromitsu (倉田博光), certified public accountant, Nakamura Ryuji (中村隆次), attorney-at-law, and Matsumoto Kiyoshi (松本清), outside director, are scheduled to serve as the 3 members.
Conditions Precedent to ExecutionApproval for continuation of this plan at the annual general meeting of shareholders scheduled for 29 September 2026
This transaction
ItemDetails
Transaction nameResponse Measures for Large-Scale Purchases of Our Shares (Takeover Response Policy)
Date of board resolution10 August 2026
Execution Date / Effective DateThe measures will continue if approved at the annual general meeting of shareholders scheduled for 29 September 2026. They will remain in effect until the conclusion of the annual general meeting of shareholders scheduled for September 2029.
Special CommitteeAn independent committee will be established. The committee will comprise at least 3 members selected from outside directors, outside audit & supervisory board members, or outside experts. If the measures continue, Kurata Hiromitsu (倉田博光), certified public accountant, Nakamura Ryuji (中村隆次), attorney-at-law, and Matsumoto Kiyoshi (松本清), outside director, are scheduled to serve as the 3 members.
Conditions Precedent to ExecutionApproval for continuation of this plan at the annual general meeting of shareholders scheduled for 29 September 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

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 secure the information and time necessary for shareholders to make an informed decision if a large-scale purchase is undertaken, and for the Board of Directors to evaluate and negotiate the proposal and present alternatives, thereby protecting corporate value and the common interests of shareholders. The Company also states that it has taken changes in the environment and trends among institutional investors into account.

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Continuation of the Company’s Response Policy Regarding Large-Scale Purchases of Its Shares (Takeover Defense Policy) | TAKAMISAWA CO.,LTD. (5283) timely disclosure | Komori