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M&A and Subsidiary Changes7014Namura Shipbuilding Co.,Ltd.Automobiles and transportation equipment

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

The existing takeover defense measures will be updated after partially revising the name, the definition of large-scale purchases, the activation procedures, and the requirements for the gratis allotment of share acquisition rights, among other matters. The update is conditional on approval at the Annual General Meeting of Shareholders scheduled for 23 June 2026, and no share acquisition rights will be allotted gratis at this time.

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Scored from 2 of 5 sections
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This transaction

This update
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

The update to this policy will not have any direct or specific impact on shareholders or investors.

Procedures and assumptions
Special CommitteeAn independent committee is scheduled to be established. It will comprise 3 outside directors, 1 outside Audit & Supervisory Board member, and 1 outside expert (alternate Audit & Supervisory Board member), for a total of 5 members.
Conditions Precedent to ExecutionApproval by shareholders at the Annual General Meeting of Shareholders scheduled for 23 June 2026. If approval is not obtained, this policy will be immediately abolished.
This transaction
ItemDetails
Transaction nameThis update
Impact on Business PerformanceThe update to this policy will not have any direct or specific impact on shareholders or investors.
Date of board resolution14 May 2026
Execution Date / Effective Date23 June 2026 (scheduled; conditional on approval of the update at the Annual General Meeting of Shareholders)
Special CommitteeAn independent committee is scheduled to be established. It will comprise 3 outside directors, 1 outside Audit & Supervisory Board member, and 1 outside expert (alternate Audit & Supervisory Board member), for a total of 5 members.
Conditions Precedent to ExecutionApproval by shareholders at the Annual General Meeting of Shareholders scheduled for 23 June 2026. If approval is not obtained, this policy will be immediately abolished.
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.

In light of changes in social and economic conditions, as well as recent court cases and developments in practice concerning takeover response policies, to enhance corporate value and protect the common interests of shareholders.

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This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Update to the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | Namura Shipbuilding Co.,Ltd. (7014) timely disclosure | Komori