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M&A and Subsidiary Changes6307SANSEI CO.,LTD.Machinery

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

The existing takeover response policy will be continued, subject to approval at the Annual General Meeting of Shareholders scheduled for 25 June 2026. The definition of a large-scale purchase will be revised, and certain other wording will also be amended.

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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.
Impact on Business Performance

If this plan is continued, the subscription rights to shares will not themselves be issued, and there will be no direct, specific impact on the legal rights or economic interests relating to the Company's shares held by shareholders

Procedures and assumptions
Special CommitteeAn Independent Committee will be established. It will comprise 3 members, with Ota Akihisa (太田晶久), certified public accountant and Outside Audit & Supervisory Board Member of the Company, Kodama Jishi (児玉実史), attorney, and Yamada Katsuhiko (山田勝彦), former bank branch manager, etc., expected to take office
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)
Impact on Business PerformanceIf this plan is continued, the subscription rights to shares will not themselves be issued, and there will be no direct, specific impact on the legal rights or economic interests relating to the Company's shares held by shareholders
Date of board resolution29 May 2026
Execution Date / Effective DateUpon conclusion of the 71st Annual General Meeting of Shareholders scheduled for 25 June 2026 (subject to shareholder approval)
Special CommitteeAn Independent Committee will be established. It will comprise 3 members, with Ota Akihisa (太田晶久), certified public accountant and Outside Audit & Supervisory Board Member of the Company, Kodama Jishi (児玉実史), attorney, and Yamada Katsuhiko (山田勝彦), former bank branch manager, etc., expected to take office
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
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.

To secure the information and time necessary for shareholders to make a decision regarding a large-scale purchase, as well as opportunities to negotiate with the large-scale purchaser, and to secure and enhance the Company's corporate value and the common interests of its shareholders.

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Notice Regarding the Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | SANSEI CO.,LTD. (6307) timely disclosure | Komori