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How definitive the wording is.This transaction
This Policy (Takeover Defense Measures)TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance
When this Policy is introduced, the gratis allotment of the Stock Acquisition Rights will not itself be conducted, and there will be no direct, specific impact on the legal rights or economic interests relating to the Company's shares held by shareholders and investors.
Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee will have at least 3 members, and under this Policy, a total of 5 members are scheduled to take office: Narikiyo Yoshihiro (成清 好寛), Naka Hirotoshi (仲 宏敏), Oda Masahiko (小田 昌彦), Sugihara Chika (杉原 知佳) and Okabe Asako (岡部 麻子). Members will be selected from outside parties, including outside directors, attorneys and certified public accountants.
Conditions Precedent to ExecutionThe proposal to introduce this Policy must be approved and adopted at the annual general meeting of shareholders. If it is not approved, this Policy will not be introduced, and the current policy will also end upon expiration of its effective period at the conclusion of the annual general meeting of shareholders.
| Item | Details |
|---|---|
| Transaction name | This Policy (Takeover Defense Measures) |
| Impact on Business Performance | When this Policy is introduced, the gratis allotment of the Stock Acquisition Rights will not itself be conducted, and there will be no direct, specific impact on the legal rights or economic interests relating to the Company's shares held by shareholders and investors. |
| Date of board resolution | 14 May 2026 |
| Execution Date / Effective Date | The Policy will take effect subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026. Its effective period will run until the conclusion of the Company's 118th annual general meeting of shareholders, scheduled for June 2029. |
| Special Committee | An independent committee will be established. The committee will have at least 3 members, and under this Policy, a total of 5 members are scheduled to take office: Narikiyo Yoshihiro (成清 好寛), Naka Hirotoshi (仲 宏敏), Oda Masahiko (小田 昌彦), Sugihara Chika (杉原 知佳) and Okabe Asako (岡部 麻子). Members will be selected from outside parties, including outside directors, attorneys and certified public accountants. |
| Conditions Precedent to Execution | The proposal to introduce this Policy must be approved and adopted at the annual general meeting of shareholders. If it is not approved, this Policy will not be introduced, and the current policy will also end upon expiration of its effective period at the conclusion of the 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 protect corporate value and the common interests of shareholders, the policy is intended to ensure that the Company receives the necessary information in advance from a large-scale purchaser, and that the Board of Directors has sufficient time to assess and consider the proposed purchase, conduct negotiations and formulate alternatives. The Company states that it also considered developments concerning takeover defense measures in reviewing the policy.
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