Komori
M&A and Subsidiary Changes6809TOA CORPORATIONElectrical Equipment and Precision Instruments

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

The Company has decided to continue its existing Takeover Response Policy, subject to approval at the annual general meeting of shareholders scheduled for June 2026. In addition, it has partially revised the definition and wording of large-scale purchase actions.

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This transaction

Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeEstablished. The independent committee will consist of at least 3 independent committee members, including outside directors, outside corporate auditors, attorneys, certified public accountants, academic experts, persons well versed in investment banking, and experienced corporate managers.
Conditions Precedent to ExecutionApproval by the Company's shareholders at this annual general meeting
This transaction
ItemDetails
Transaction nameContinuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy)
Date of board resolution18 May 2026
Execution Date / Effective DateUntil the conclusion of the 78th Annual General Meeting of Shareholders scheduled for June 2026 (if approved, the policy is scheduled to be extended for 3 years from the date of that annual general meeting)
Special CommitteeEstablished. The independent committee will consist of at least 3 independent committee members, including outside directors, outside corporate auditors, attorneys, certified public accountants, academic experts, persons well versed in investment banking, and experienced corporate managers.
Conditions Precedent to ExecutionApproval by the Company's shareholders at this annual general meeting
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.

The Company explains that the policy is intended to secure the information and time shareholders need to make a decision if a large-scale purchase action is undertaken, while enabling negotiations with the purchaser and the presentation of alternative proposals as necessary. It also aims to protect corporate value and the common interests of shareholders in preparation for takeovers that could impede the execution of the Company's long-term management strategy or medium-term management plan.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy) | TOA CORPORATION (6809) timely disclosure | Komori