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M&A and Subsidiary Changes5351SHINAGAWA REFRA CO.,LTD.Construction and Materials

Notice Regarding the Continuation of the Company’s Policy for Responding to Large-Scale Purchases of Its Shares (Takeover Response Policy)

The Company has decided to submit to the Ordinary General Meeting of Shareholders scheduled for 25 June 2026 a proposal to continue the Policy for Responding to Large-Scale Purchases of the Company's Shares, with certain amendments, rather than in response to a takeover proposal. The basic framework will remain unchanged.

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This transaction

Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn Independent Committee has been established. If the Policy is continued, its members will be Nakajima Shigeru (中島茂), Yamahira Keiko (山平恵子), Nagano Masafumi (長野正史), and Urabe Chizuko (浦部智壽子), 4 members in total. The committee comprises outside directors and outside directors who serve as Audit and Supervisory Committee members, among others.
Conditions Precedent to ExecutionApproval by shareholders at the Ordinary General Meeting of Shareholders
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
Date of board resolution15 May 2026
Execution Date / Effective DateApplicable from the date on which approval is obtained at the Ordinary General Meeting of Shareholders (the meeting is scheduled for 25 June 2026)
Special CommitteeAn Independent Committee has been established. If the Policy is continued, its members will be Nakajima Shigeru (中島茂), Yamahira Keiko (山平恵子), Nagano Masafumi (長野正史), and Urabe Chizuko (浦部智壽子), 4 members in total. The committee comprises outside directors and outside directors who serve as Audit and Supervisory Committee members, among others.
Conditions Precedent to ExecutionApproval by shareholders at the Ordinary General Meeting of Shareholders
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 secure the necessary and sufficient information and time for consideration so that shareholders can make an appropriate decision if a large-scale purchase of the Company's shares is undertaken, thereby protecting corporate value and, ultimately, the common interests of shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Continuation of the Company’s Policy for Responding to Large-Scale Purchases of Its Shares (Takeover Response Policy) | SHINAGAWA REFRA CO.,LTD. (5351) timely disclosure | Komori