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M&A and Subsidiary Changes7545NISHIMATSUYA CHAIN Co.,Ltd.Retail

Notice Regarding the Reappointment of Independent Committee Members under the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy)

3 members of the Independent Committee under the Takeover Response Policy were reappointed following the expiration of their terms. The reappointments took effect on 12 May 2026.

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This transaction

Reappointment of members of the Independent Committee
Date of board resolution12 May 2026
Execution Date / Effective Date12 May 2026 (reappointment date)
Procedures and assumptions
Special CommitteeAn Independent Committee was established, and 3 members were reappointed. Biographical summaries of the members, including attorneys and certified public accountants, are provided.
This transaction
ItemDetails
Transaction nameReappointment of members of the Independent Committee
Date of board resolution12 May 2026
Execution Date / Effective Date12 May 2026 (reappointment date)
Special CommitteeAn Independent Committee was established, and 3 members were reappointed. Biographical summaries of the members, including attorneys and certified public accountants, are provided.
Items this document does not state (28)
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 institutionConditions Precedent to ExecutionManagement structure after acquisition

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The reasons the company gives

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The members of the Independent Committee serve one-year terms and were reappointed upon expiration of their terms. The Takeover Response Policy is effective for 3 years from 14 May 2024.

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Notice Regarding the Reappointment of Independent Committee Members under the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | NISHIMATSUYA CHAIN Co.,Ltd. (7545) timely disclosure | Komori