Komori
M&A and Subsidiary Changes5363TYK CORPORATIONConstruction and Materials

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

The Board of Directors has decided to continue the existing Takeover Response Policy, subject to approval at the annual general meeting of shareholders scheduled for June 2026. The policy clarifies the definition of the shares covered and adds a mechanism under which a general meeting of shareholders to ascertain shareholder intentions may be held when defensive measures are implemented.

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This transaction

Policy Regarding 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 CommitteeEstablished. The committee will comprise 3 or more members selected from among the Company's outside directors, outside audit and supervisory board members, and outside experts, including attorneys, tax accountants, certified public accountants, business executives and academics.
Conditions Precedent to ExecutionApproval at this annual general meeting of shareholders with the support of a majority of the voting rights held by shareholders present. The policy states that, before defensive measures are implemented, the Special Committee must be consulted and its recommendation obtained.
Management structure after acquisitionThe large-scale purchaser will be required to provide its intended management policies, business plans, financial plans, capital policies, dividend policies and asset utilization plans following completion of the purchase.
This transaction
ItemDetails
Transaction namePolicy Regarding Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
Date of board resolution19 May 2026
Execution Date / Effective DateScheduled to be introduced subject to approval at the annual general meeting of shareholders scheduled for June 2026
Special CommitteeEstablished. The committee will comprise 3 or more members selected from among the Company's outside directors, outside audit and supervisory board members, and outside experts, including attorneys, tax accountants, certified public accountants, business executives and academics.
Conditions Precedent to ExecutionApproval at this annual general meeting of shareholders with the support of a majority of the voting rights held by shareholders present. The policy states that, before defensive measures are implemented, the Special Committee must be consulted and its recommendation obtained.
Management structure after acquisitionThe large-scale purchaser will be required to provide its intended management policies, business plans, financial plans, capital policies, dividend policies and asset utilization plans following completion of the purchase.
Items this document does not state (26)
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 institution

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 ensure that, if a large-scale purchase is made, shareholders have an opportunity to obtain sufficient information and decide whether to accept the purchase offer, thereby protecting corporate value and the common interests of shareholders. The revisions reflect recent court decisions and practical developments concerning takeover responses and are intended to enhance predictability for shareholders and the transparency of procedures.

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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.
Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy) | TYK CORPORATION (5363) timely disclosure | Komori