Komori
M&A and Subsidiary Changes5408NAKAYAMA STEEL WORKS,LTD.Iron & Steel, Nonferrous Metals

Continuation of the Appropriate Rules for Large-Scale Purchases of Our Shares (Takeover Response Policy)

The Takeover Response Policy, which was established in preparation for large-scale purchases of shares, will be continued based on a resolution of the Board of Directors dated 25 May 2026, subject to approval at the annual general meeting of shareholders. The number of members of the independent committee was reduced by 1, and the wording and other provisions were refined.

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40Recurring
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Wording
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This transaction

This Plan
Date of board resolution25 May 2026
Execution Date / Effective DatePlanned to take effect from the conclusion of this annual general meeting of shareholders, subject to its approval.
Procedures and assumptions
Special CommitteeEstablished. The committee will have at least 3 members, selected from outside directors, outside directors who are Audit and Supervisory Committee members, outside experts and others. Appendix 5 lists 4 candidates for committee membership.
Conditions Precedent to ExecutionApproval by a majority of the voting rights held by the shareholders of the Company present at this annual general meeting of shareholders.
This transaction
ItemDetails
Transaction nameThis Plan
Date of board resolution25 May 2026
Execution Date / Effective DatePlanned to take effect from the conclusion of this annual general meeting of shareholders, subject to its approval.
Special CommitteeEstablished. The committee will have at least 3 members, selected from outside directors, outside directors who are Audit and Supervisory Committee members, outside experts and others. Appendix 5 lists 4 candidates for committee membership.
Conditions Precedent to ExecutionApproval by a majority of the voting rights held by the shareholders of the Company present 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 provide shareholders with sufficient information from both the purchaser and the Board of Directors and secure sufficient time for consideration so that shareholders can make an appropriate decision regarding a large-scale purchase. The policy also enables necessary and proportionate measures to be taken against purchases that materially damage corporate value or the common interests of shareholders.

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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 Appropriate Rules for Large-Scale Purchases of Our Shares (Takeover Response Policy) | NAKAYAMA STEEL WORKS,LTD. (5408) timely disclosure | Komori