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M&A and Subsidiary Changes5941NAKANISHI MFG. CO.,LTD.Construction and Materials

Notice Regarding the Continuation of Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy)

The Board of Directors has decided to continue the rules requiring an acquirer to provide information, securing time for review and negotiations, and taking countermeasures where necessary if a proposal is made to acquire 20% or more of the Company's shares. Continuation of the policy requires approval at the next Annual General Meeting of Shareholders.

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This transaction

This Plan (Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Defense Policy))
Date of board resolution8 May 2026
Execution Date / Effective DateThe current effective period of this Plan runs until the conclusion of the current Annual General Meeting of Shareholders. If continuation is approved, it will remain in effect until the conclusion of the Annual General Meeting of Shareholders relating to the final fiscal year ending within 3 years after the conclusion of the current Annual General Meeting of Shareholders.
Procedures and assumptions
Special CommitteeAn Independent Committee will be established. It will consist of at least 3 members selected from outside directors and outside Audit & Supervisory Board members who are independent of the management responsible for the Company's business operations.
Conditions Precedent to ExecutionContinuation of this Plan requires approval at the current Annual General Meeting of Shareholders. When implementing countermeasures, the Company will give maximum respect to the Independent Committee's recommendation and, depending on the circumstances, may confirm shareholders' wishes at a General Meeting of Shareholders.
This transaction
ItemDetails
Transaction nameThis Plan (Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Defense Policy))
Date of board resolution8 May 2026
Execution Date / Effective DateThe current effective period of this Plan runs until the conclusion of the current Annual General Meeting of Shareholders. If continuation is approved, it will remain in effect until the conclusion of the Annual General Meeting of Shareholders relating to the final fiscal year ending within 3 years after the conclusion of the current Annual General Meeting of Shareholders.
Special CommitteeAn Independent Committee will be established. It will consist of at least 3 members selected from outside directors and outside Audit & Supervisory Board members who are independent of the management responsible for the Company's business operations.
Conditions Precedent to ExecutionContinuation of this Plan requires approval at the current Annual General Meeting of Shareholders. When implementing countermeasures, the Company will give maximum respect to the Independent Committee's recommendation and, depending on the circumstances, may confirm shareholders' wishes at a 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 protect the Company's corporate value and the common interests of its shareholders and prevent inappropriate parties from gaining control of the Company, the policy will require large-scale purchasers to provide sufficient information and enable the Board of Directors to evaluate and review the proposal, negotiate with the purchaser, present alternatives, and implement countermeasures where necessary.

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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.
Notice Regarding the Continuation of Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | NAKANISHI MFG. CO.,LTD. (5941) timely disclosure | Komori