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M&A and Subsidiary Changes5356MINO CERAMIC CO.,LTD.Construction and Materials

Update to the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy)

We will partially revise the existing Takeover Response Policy and continue it, subject to approval at the Annual General Meeting of Shareholders scheduled for June 2026. We have clarified and extended the scope of specified shareholder groups, the information provision requirements and the Board of Directors’ review period, but the basic framework remains unchanged.

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This transaction

Policy for Responding to 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 CommitteeEstablished. The committee will have at least 3 members. Four candidates are planned for the Independent Committee upon continuation of the Plan, comprising outside directors who are independent officers.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy)
Date of board resolution15 May 2026
Execution Date / Effective DateAt the conclusion of the 164th Annual General Meeting of Shareholders of the Company, scheduled to be held in June 2026 (the Plan will continue subject to shareholder approval)
Special CommitteeEstablished. The committee will have at least 3 members. Four candidates are planned for the Independent Committee upon continuation of the Plan, comprising outside directors who are independent officers.
Conditions Precedent to ExecutionApproval by shareholders at this annual 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 and enhance our corporate value and the common interests of shareholders, taking into account changes in social and economic conditions, trends and discussions concerning takeover response policies, and the intent of the Corporate Governance Code.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Update to the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy) | MINO CERAMIC CO.,LTD. (5356) timely disclosure | Komori