Large-Scale Acquisition Rules and Corporate Value Protection by an Independent Committee

「At a meeting of the Board of Directors held on 15 May 2026, the company resolved, in light of the basic policy concerning corporate control described in 1., to continue the “Policy for Responding to Large-Scale Acquisitions of the Company's Shares” (the “Policy”). The continuation of the Policy is scheduled to be submitted to the 192nd Annual General Meeting of Shareholders to be held on 25 June 2026.」

「At a meeting of the Board of Directors held on 11 May 2023, the company resolved, in light of the basic policy concerning corporate control described in ①, to continue the “Policy for Responding to Large-Scale Acquisitions of the Company's Shares” (the “Policy”). The continuation of the Policy was submitted to and approved at the 189th Annual General Meeting of Shareholders held on 29 June 2023.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「As the introduction of this policy was approved at the annual general meeting of shareholders held on 26 June 2020, it will remain effective until the conclusion of the annual general meeting of shareholders relating to the last fiscal year ending within 3 years of that meeting.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「At a meeting of the Board of Directors held on 14 May 2020, the company resolved, in light of the basic policy concerning corporate control described in ①, to continue the “Policy for Responding to Large-Scale Acquisitions of the Company's Shares” (the “Policy”). The continuation of the Policy was submitted to and approved at the 186th Annual General Meeting of Shareholders held on 26 June 2020.」

「Next, depending on the difficulty of evaluating the large-scale acquisition, the company provides a period of 60 days, in the case of an acquisition of all of the company's shares through a tender offer offering only cash consideration in Japanese yen, or 90 days, in the case of any other large-scale acquisition, with a possible extension of up to 30 days, for the Board of Directors to evaluate, examine and negotiate the proposal, form its opinion and develop alternative proposals after the large-scale acquirer has completed providing the aforementioned required information to the Board of Directors. During that period, the Board of Directors will thoroughly evaluate and examine the information provided by the large-scale acquirer with the advice of external experts and announce the Board's opinion after giving maximum consideration to the recommendation of the Independent Committee described below.」

「Next, depending on the difficulty of evaluating the large-scale acquisition, the company provides a period of 60 days, in the case of an acquisition of all of the company's shares through a tender offer offering only cash consideration in Japanese yen, or 90 days, in the case of any other large-scale acquisition, with a possible extension of up to 30 days, for the Board of Directors to evaluate, examine and negotiate the proposal, form its opinion and develop alternative proposals after the large-scale acquirer has completed providing the aforementioned required information to the Board of Directors.」

「Next, depending on the difficulty of evaluating the large-scale acquisition, the company provides a period of 60 days, in the case of an acquisition of all of the company's shares through a tender offer offering only cash consideration in Japanese yen, or 90 days, in the case of any other large-scale acquisition, with a possible extension of up to 30 days, for the Board of Directors to evaluate, examine and negotiate the proposal, form its opinion and develop alternative proposals after the large-scale acquirer has completed providing the aforementioned required information to the Board of Directors.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「The large-scale acquirer is required to provide the information necessary for shareholders' judgment and for the Board of Directors and the Independent Committee to form their opinions, based on a list of required information delivered by the Board of Directors within 10 business days after receiving the statement of intent. The company then provides a period of 60 or 90 days, with a possible extension of up to 30 days, for the Board of Directors to evaluate, examine and negotiate the proposal, form its opinion and develop alternative proposals.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「At a meeting of the Board of Directors held on 11 May 2017, the company resolved, in light of the basic policy concerning corporate control described in ①, to continue the “Policy for Responding to Large-Scale Acquisitions of the Company's Shares” (the “Policy”). The continuation of the Policy was submitted to and approved at the 183rd Annual General Meeting of Shareholders held on 29 June 2017.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, regardless of the specific acquisition method, including market transactions and tender offers, except for acquisitions or agreements by parties previously approved by the Board of Directors, the relevant acquisition or arrangement is referred to as a “large-scale acquisition” and the party conducting it as a “large-scale acquirer.” The large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, the large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, the large-scale acquirer is required to comply with the large-scale acquisition rules: (a) providing the Board of Directors in advance with the necessary and sufficient information concerning the large-scale acquisition, (b) allowing a specified evaluation period for the Board of Directors to elapse, and (c) commencing the large-scale acquisition after the Board of Directors or the General Meeting of Shareholders has adopted a resolution on whether to implement defensive measures. At the same time, the policy is intended to deter large-scale acquisitions that would materially impair the company's corporate value and, ultimately, the common interests of shareholders, through measures including the gratis allotment of stock acquisition rights, and thereby enhance the company's corporate value and the common interests of shareholders.」

「Under this policy, in cases involving (i) an acquisition of the company's shares or other equity securities intended to raise the voting rights ratio of a specific shareholder group to 20% or more, (ii) an acquisition of the company's shares or other equity securities that results in the voting rights ratio of a specific shareholder group reaching 20% or more, or (iii) an agreement or other arrangement with another shareholder of the company that results in the voting rights ratio of a specific shareholder group reaching 20% or more, the large-scale acquirer is required to comply with the large-scale acquisition rules.」