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M&A and Subsidiary Changes7042ACCESS GROUP HOLDINGS CO.,LTD.Information and Communications, Services and Others

Introduction of Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy)

The Board of Directors introduced takeover defenses in preparation for large-scale purchases of 20% or more. The measures include requiring the purchaser to provide information, establishing an evaluation period for the Board of Directors, and, where necessary, taking countermeasures such as the gratis allotment of stock acquisition rights. This plan will take effect on 15 May 2026, but will be immediately abolished if it is not approved at the annual general meeting of shareholders scheduled for June 2026.

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This transaction

Countermeasures Against Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)
Date of board resolution15 May 2026
Execution Date / Effective Date15 May 2026 (this plan takes effect as of today)
Impact on Business Performance

Upon introduction of this plan, the stock acquisition rights will not themselves be issued, and the plan will not have any direct, specific impact on the legal rights or economic interests associated with the shares of the Company held by shareholders.

Procedures and assumptions
Special CommitteeEstablished (independent committee). Three members are scheduled to serve: Ito Toshiya (伊藤俊哉) (outside director and certified public accountant), Mackay Rina (マッカイ里菜) (outside director and judicial scrivener), and Matsuzaka Yusuke (松坂祐輔) (outside corporate auditor and attorney).
Conditions Precedent to ExecutionApproval by ordinary resolution at the annual general meeting of shareholders scheduled for June 2026. If approval is not obtained, this plan will be immediately abolished.
This transaction
ItemDetails
Transaction nameCountermeasures Against Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)
Impact on Business PerformanceUpon introduction of this plan, the stock acquisition rights will not themselves be issued, and the plan will not have any direct, specific impact on the legal rights or economic interests associated with the shares of the Company held by shareholders.
Date of board resolution15 May 2026
Execution Date / Effective Date15 May 2026 (this plan takes effect as of today)
Special CommitteeEstablished (independent committee). Three members are scheduled to serve: Ito Toshiya (伊藤俊哉) (outside director and certified public accountant), Mackay Rina (マッカイ里菜) (outside director and judicial scrivener), and Matsuzaka Yusuke (松坂祐輔) (outside corporate auditor and attorney).
Conditions Precedent to ExecutionApproval by ordinary resolution at the annual general meeting of shareholders scheduled for June 2026. If approval is not obtained, this plan 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.

To secure and enhance the Company's corporate value and the common interests of its shareholders by securing the information and time necessary for shareholders to make an informed decision on whether to accept a large-scale purchase, and by enabling the Board of Directors to negotiate with the purchaser and present alternatives.

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Introduction of Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | ACCESS GROUP HOLDINGS CO.,LTD. (7042) timely disclosure | Komori