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M&A and Subsidiary Changes6155TAKAMATSU MACHINERY CO.,LTD.Machinery

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

The Company has decided by resolution of its Board of Directors to continue its takeover defense measures with certain amendments and will submit the matter to the annual general meeting of shareholders scheduled for 25 June 2026. The main amendments are clarification of the definition of a large-scale purchase, setting a time limit for the information provision period, and adding provisions concerning meetings to confirm shareholders' intentions.

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This transaction

Measures to Respond to Large-Scale Purchases of the Company's Shares, etc. (the Plan)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeA Third-Party Committee will be established. The committee will have 3 or more members selected from outside directors, outside Audit & Supervisory Board members, outside experts and others.
Conditions Precedent to ExecutionApproval of the Plan at the annual general meeting of shareholders scheduled for 25 June 2026
This transaction
ItemDetails
Transaction nameMeasures to Respond to Large-Scale Purchases of the Company's Shares, etc. (the Plan)
Date of board resolution18 May 2026
Execution Date / Effective DateSubject to approval at the annual general meeting of shareholders scheduled for 25 June 2026, the Plan will take effect upon the conclusion of this annual general meeting of shareholders.
Special CommitteeA Third-Party Committee will be established. The committee will have 3 or more members selected from outside directors, outside Audit & Supervisory Board members, outside experts and others.
Conditions Precedent to ExecutionApproval of the Plan at the annual general meeting of shareholders scheduled for 25 June 2026
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 maintain and enhance the corporate value of the Company's group and the common interests of its shareholders in light of changes in relevant systems, social and economic conditions, and discussions concerning takeover response policies. The Company also aims to ensure that shareholders have sufficient information and time to consider takeover proposals and to prevent inappropriate takeovers.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | TAKAMATSU MACHINERY CO.,LTD. (6155) timely disclosure | Komori