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M&A and Subsidiary Changes6378KIMURA CHEMICAL PLANTS CO.,LTD.Machinery

Notice concerning the continuation of the Policy for Responding to Large-Scale Purchases (Takeover Response Policy)

木村化工機 has decided to submit a proposal to the ordinary general meeting of shareholders scheduled for 26 June 2026 to continue its existing takeover response policy with certain amendments. This is not a disclosure that the company has received an actual takeover proposal or purchase offer.

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This transaction

Continuation of the Policy for Responding to Takeover Bids
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

As of the continuation of this response policy, no countermeasures, including the gratis allotment of stock acquisition rights, will be implemented, and there will be no direct, specific impact on shareholders or investors.

Procedures and assumptions
Special CommitteeAn Independent Committee will be established. It will comprise at least 3 members, with 5 members scheduled to serve when this response policy is continued. Members will be selected from outside directors and outside experts, among others.
Conditions Precedent to ExecutionApproval by shareholders of the proposal to continue this response policy at the 79th ordinary general meeting of shareholders, scheduled for 26 June 2026.
This transaction
ItemDetails
Transaction nameContinuation of the Policy for Responding to Takeover Bids
Impact on Business PerformanceAs of the continuation of this response policy, no countermeasures, including the gratis allotment of stock acquisition rights, will be implemented, and there will be no direct, specific impact on shareholders or investors.
Date of board resolution28 May 2026
Execution Date / Effective DateWhen the proposal to continue this response policy is approved at the ordinary general meeting of shareholders, scheduled for 26 June 2026
Special CommitteeAn Independent Committee will be established. It will comprise at least 3 members, with 5 members scheduled to serve when this response policy is continued. Members will be selected from outside directors and outside experts, among others.
Conditions Precedent to ExecutionApproval by shareholders of the proposal to continue this response policy at the 79th ordinary general meeting of shareholders, scheduled for 26 June 2026.
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 ensure that shareholders have sufficient information and time to make an informed decision in response to a sudden large-scale purchase, and to protect corporate value and the common interests of shareholders. In light of recent court decisions concerning the implementation of countermeasures, changes in laws, regulations and social conditions, and the company's 14th Medium-Term Management Plan, the company will continue the policy with revisions to the definition of purchaser and the information to be provided.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice concerning the continuation of the Policy for Responding to Large-Scale Purchases (Takeover Response Policy) | KIMURA CHEMICAL PLANTS CO.,LTD. (6378) timely disclosure | Komori