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M&A and Subsidiary Changes5943NORITZ CORPORATIONConstruction and Materials

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

NORITZ CORPORATION decided at its board meeting held on 27 March 2026 to continue its takeover defense policy. The policy will remain effective until the conclusion of the first board meeting held after the 2028 annual general meeting of shareholders.

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This transaction

Continuation of the Policy for Responding to Takeover Bids
Date of board resolution27 March 2026
Execution Date / Effective DateUntil the conclusion of the first board meeting held after the annual general meeting of shareholders to be held in 2028 (the effective period of this policy)
This transaction
ItemDetails
Transaction nameContinuation of the Policy for Responding to Takeover Bids
Date of board resolution27 March 2026
Execution Date / Effective DateUntil the conclusion of the first board meeting held after the annual general meeting of shareholders to be held in 2028 (the effective period of this policy)
Items this document does not state (29)
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 institutionSpecial CommitteeConditions 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.

Since 2025, the Company has operated under a policy of considering whether to continue, abolish or amend its takeover defense policy at the first board meeting held after each annual general meeting of shareholders. Following consideration under the new management structure after the 2026 annual general meeting of shareholders, the Board resolved to continue the policy with the unanimous approval of all directors, including outside directors.

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Notice Regarding the Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Defense Policy) | NORITZ CORPORATION (5943) timely disclosure | Komori