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M&A and Subsidiary Changes5986MOLITEC STEEL CO.,LTD.Construction and Materials

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

The Takeover Response Policy, which has been in place since 2023, will continue through the conclusion of the ordinary general meeting of shareholders scheduled for 2029, subject to approval at the ordinary general meeting of shareholders scheduled for 24 June 2026. There are no major changes from the previous plan.

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This transaction

Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn Independent Committee has been established. The committee will have at least 3 members and will consist of Oshima Shinichi (大島眞一), Suemitsu Masashi (末金将司) and Fujiwara Yoshihisa (藤原義久).
Conditions Precedent to ExecutionApproval at the ordinary general meeting of shareholders scheduled for 24 June 2026, with the support of a majority of the voting rights of the shareholders present
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)
Date of board resolution14 May 2026
Execution Date / Effective DateEffective on the date on which approval is obtained at the ordinary general meeting of shareholders (the meeting is scheduled for 24 June 2026)
Special CommitteeAn Independent Committee has been established. The committee will have at least 3 members and will consist of Oshima Shinichi (大島眞一), Suemitsu Masashi (末金将司) and Fujiwara Yoshihisa (藤原義久).
Conditions Precedent to ExecutionApproval at the ordinary general meeting of shareholders scheduled for 24 June 2026, with the support of a majority of the voting rights of the shareholders present
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 secure and enhance the Company's corporate value and the common interests of its shareholders in light of changes in the social and economic environment and developments in discussions concerning takeover response policies. Another reason is to ensure that, if a large-scale purchase is made, shareholders can make decisions after obtaining sufficient information and time to consider the proposal, while enabling the Board of Directors to conduct reviews and negotiations and present alternative proposals.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | MOLITEC STEEL CO.,LTD. (5986) timely disclosure | Komori