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M&A and Subsidiary Changes6505TOYO DENKI SEIZO K.K.(TOYO ELECTRIC MFG.CO.,LTD.)Electrical Equipment and Precision Instruments

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

Subject to approval at the annual general meeting of shareholders scheduled for 27 August 2026, the takeover response policy will be continued until the conclusion of the annual general meeting of shareholders scheduled for August 2029. The Independent Committee will be restructured to comprise independent outside directors, and explanations of the sustainability policy and medium-term management plan will be expanded.

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This transaction

Continuation of the 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

When this plan is continued, the Company's share acquisition rights will not themselves be issued, and there will be no direct, specific impact on the legal rights or economic interests associated with the Company's shares held by shareholders.

Procedures and assumptions
Special CommitteeAn Independent Committee will be established. The committee will have at least 3 independent members, and Sugizaki Yasuaki (杉﨑康昭), Magari Taizo (間狩泰三) and Machida Yukiko (町田悠生子) are scheduled to serve when this plan is continued. All 3 are outside directors.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders scheduled for 27 August 2026
This transaction
ItemDetails
Transaction nameContinuation of the Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)
Impact on Business PerformanceWhen this plan is continued, the Company's share acquisition rights will not themselves be issued, and there will be no direct, specific impact on the legal rights or economic interests associated with the Company's shares held by shareholders.
Date of board resolution15 July 2026
Execution Date / Effective DateIf approved by shareholders at this annual general meeting of shareholders, from that time until the conclusion of the Company's annual general meeting of shareholders scheduled for August 2029
Special CommitteeAn Independent Committee will be established. The committee will have at least 3 independent members, and Sugizaki Yasuaki (杉﨑康昭), Magari Taizo (間狩泰三) and Machida Yukiko (町田悠生子) are scheduled to serve when this plan is continued. All 3 are outside directors.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders scheduled for 27 August 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

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The purpose is to protect the Company's corporate value and the interests of all shareholders, and to secure the information and time shareholders need to make a decision, as well as opportunities to negotiate with an acquirer, if a large-scale purchase is made. It is also intended to enhance the independence of the Independent Committee in line with the guidelines concerning takeover response policies.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | TOYO DENKI SEIZO K.K.(TOYO ELECTRIC MFG.CO.,LTD.) (6505) timely disclosure | Komori