Komori
M&A and Subsidiary Changes6165PUNCH INDUSTRY CO.,LTD.Machinery

Partial Amendments to and Continuation of the Company's Measures in Response to Large-Scale Purchases of Its Shares and Other Securities (Policy for Responding to Takeovers)

The policy for responding to takeovers will be partially revised and continued. The ownership threshold for an act of large-scale purchase or similar transaction will be lowered from 20% or more to 15% or more, and the policy will remain effective until the conclusion of the annual general meeting of shareholders scheduled for June 2029.

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This transaction

Policy for Responding to Large-Scale Acquisitions of the Company's Shares and Other Securities (Takeover Response Policy)
Date of board resolution13 May 2026
Execution Date / Effective Date13 May 2026 (effective as of today; however, if not approved at this annual general meeting of shareholders, it will cease to be effective upon the conclusion of that meeting)
Impact on Business Performance

The continuation of this plan will not directly or specifically affect shareholders or investors.

Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee will have 3 or more members, with 4 members planned when this plan is continued. It will comprise independent outside directors or outside experts.
Conditions Precedent to ExecutionApproval by shareholders at the 52nd annual general meeting of shareholders scheduled for 23 June 2026. If approval is not obtained, this plan will cease to be effective upon the conclusion of that meeting.
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Acquisitions of the Company's Shares and Other Securities (Takeover Response Policy)
Impact on Business PerformanceThe continuation of this plan will not directly or specifically affect shareholders or investors.
Date of board resolution13 May 2026
Execution Date / Effective Date13 May 2026 (effective as of today; however, if not approved at this annual general meeting of shareholders, it will cease to be effective upon the conclusion of that meeting)
Special CommitteeAn independent committee will be established. The committee will have 3 or more members, with 4 members planned when this plan is continued. It will comprise independent outside directors or outside experts.
Conditions Precedent to ExecutionApproval by shareholders at the 52nd annual general meeting of shareholders scheduled for 23 June 2026. If approval is not obtained, this plan will cease to be effective upon the conclusion of that meeting.
Items this document does not state (26)
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)Contract 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.

In light of social and economic developments and progress in discussions concerning takeover response policies, the Company aims to protect its corporate value and the common interests of its shareholders. In particular, because the Company's market capitalization is relatively small, there is a risk that shareholders may be unable to make decisions based on sufficient information and time if share accumulation proceeds over a short period. The threshold will therefore be lowered so that the purpose and other details of the purchaser can be examined at an earlier stage.

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Partial Amendments to and Continuation of the Company's Measures in Response to Large-Scale Purchases of Its Shares and Other Securities (Policy for Responding to Takeovers) | PUNCH INDUSTRY CO.,LTD. (6165) timely disclosure | Komori