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M&A and Subsidiary Changes5491NIPPON KINZOKU CO.,LTD.Iron & Steel, Nonferrous Metals

Notice Regarding Changes to Certain Members of the Independent Committee under the Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)

Abe Yutaka (阿部裕氏) was appointed as a member of the independent committee under the takeover response policy, changing the committee membership from Sunayama Koichi (砂山晃一氏), who left upon expiration of his term, to Abe Yutaka (阿部裕氏). The committee continues to have 5 members.

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This transaction

Date of board resolution26 June 2026
Execution Date / Effective Date26 June 2026 (date of appointment)
Procedures and assumptions
Special CommitteeAn independent committee has been established. It has 5 members: Abe Yutaka (阿部裕氏), Ogawa Kazuhiro (小川和洋氏), Nagatsuka Yoshitomo (永塚良知氏), Kariya Yuko (假屋ゆう子氏), and Kagohara Kazuaki (篭原一晃氏).
This transaction
ItemDetails
Date of board resolution26 June 2026
Execution Date / Effective Date26 June 2026 (date of appointment)
Special CommitteeAn independent committee has been established. It has 5 members: Abe Yutaka (阿部裕氏), Ogawa Kazuhiro (小川和洋氏), Nagatsuka Yoshitomo (永塚良知氏), Kariya Yuko (假屋ゆう子氏), and Kagohara Kazuaki (篭原一晃氏).
Items this document does not state (29)
Transaction nameCounterparty 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 institutionConditions Precedent to ExecutionManagement structure after acquisition

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Sunayama Koichi (砂山晃一氏) left his position as an outside corporate auditor, and his term as a member of the independent committee consequently ended. Abe Yutaka (阿部裕氏), who was elected as an outside corporate auditor at this General Meeting of Shareholders, was therefore appointed as a member of the committee.

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Notice Regarding Changes to Certain Members of the Independent Committee under the Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy) | NIPPON KINZOKU CO.,LTD. (5491) timely disclosure | Komori