Komori
M&A and Subsidiary Changes7438KONDOTEC INC.Trading & Wholesale

Continuation of the Company’s Response Policy Regarding Large-Scale Purchases of Its Shares (Takeover Defense Policy)

The takeover defense policy will continue until the conclusion of the ordinary general meeting of shareholders scheduled for June 2029, subject to approval at the ordinary general meeting of shareholders scheduled for 24 June 2026. The definition of the covered large-scale purchases and the content of the countermeasures have also been reviewed, and the countermeasures have been limited to the gratis allotment of share acquisition rights.

Worth reading
45Recurring
Scored from 2 of 5 sections
Direction
Neutral
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Wording
Conditional
How definitive the wording is.

This transaction

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

When this Plan is continued, it will not directly or concretely affect the legal rights or economic interests relating to the Company's shares held by shareholders.

Procedures and assumptions
Special CommitteeAn independent committee will be established. If this Plan is continued, the committee will comprise 5 members, consisting of outside directors or external experts.
Conditions Precedent to ExecutionApproval by shareholders at the 74th ordinary general meeting of shareholders scheduled for 24 June 2026
This transaction
ItemDetails
Transaction nameThis Plan
Impact on Business PerformanceWhen this Plan is continued, it will not directly or concretely affect the legal rights or economic interests relating to the Company's shares held by shareholders.
Date of board resolution14 May 2026
Execution Date / Effective DateSubject to approval at the ordinary general meeting of shareholders scheduled for 24 June 2026, until the conclusion of the ordinary general meeting of shareholders scheduled for June 2029
Special CommitteeAn independent committee will be established. If this Plan is continued, the committee will comprise 5 members, consisting of outside directors or external experts.
Conditions Precedent to ExecutionApproval by shareholders at the 74th ordinary general meeting of shareholders scheduled for 24 June 2026
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 corporate value and the common interests of shareholders by ensuring that shareholders have the information and time necessary to make a decision regarding a large-scale purchase, while enabling negotiations with the purchaser and the presentation of alternative proposals.

How to read this page

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.
Continuation of the Company’s Response Policy Regarding Large-Scale Purchases of Its Shares (Takeover Defense Policy) | KONDOTEC INC. (7438) timely disclosure | Komori