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M&A and Subsidiary Changes7254UNIVANCE CORPORATIONAutomobiles and transportation equipment

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

On 26 May 2026, the Board of Directors decided to continue the takeover response policy with some changes to its wording and phrasing. The policy will take effect subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026. There is currently no specific takeover proposal.

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This transaction

Policy for Responding to Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeEstablished. The committee will have at least 3 members selected from outside directors and external experts, among others. Morishima Tadashi (森嶋 正), Kono Fuyuki (河野 冬樹) and Matsumoto Naoki (松本 直樹) are expected to serve as its 3 members.
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders scheduled for 26 June 2026
Management structure after acquisitionThe large-scale purchaser will be required to provide its policy regarding the treatment of employees, business partners, customers and other stakeholders of the Company and the Company Group after the large-scale purchase.
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)
Date of board resolution26 May 2026
Execution Date / Effective DateTakes effect subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026
Special CommitteeEstablished. The committee will have at least 3 members selected from outside directors and external experts, among others. Morishima Tadashi (森嶋 正), Kono Fuyuki (河野 冬樹) and Matsumoto Naoki (松本 直樹) are expected to serve as its 3 members.
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders scheduled for 26 June 2026
Management structure after acquisitionThe large-scale purchaser will be required to provide its policy regarding the treatment of employees, business partners, customers and other stakeholders of the Company and the Company Group after the large-scale purchase.
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)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institution

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 stated that it decided to continue the policy as one measure to enhance the corporate value of the Company Group and the common interests of shareholders, taking into account changes in relevant systems, changes in social and economic conditions, and progress in discussions 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) | UNIVANCE CORPORATION (7254) timely disclosure | Komori