Rules on Securing Information, Negotiations and Countermeasures in Response to Large-Scale Purchases of 20% or More
First written in FY2017-Q1. 23 of 27 entries say "Restated". Latest entry: 2026-04-17.
- 2026-04-17RestatedGeneral Meetings of Shareholders
「This plan covers (1) purchase transactions involving the Company's shares or other securities that result in the total holding ratio of the holders and their joint holders reaching 20% or more, (2) tender offers for the Company's shares or other securities that result in the total ownership ratio of the tender offeror and its specially related parties reaching 20% or more, and (3) agreements or other acts by a specific shareholder with other shareholders of the Company that result in those other shareholders becoming joint holders of the specific shareholder, regardless of whether either of the acts described in (1) or (2) has occurred.」
The scope of the takeover response policy covering large-scale purchases and other transactions involving 20% or more has been reiterated. - FY2026-H1RestatedAnnual report
「The Company has established a basic policy concerning the appropriate form of control over decisions regarding its financial and business policies. There were no material changes during the interim consolidated accounting period.」
The filing states that there have been no material changes to the basic policy relating to the framework for information gathering, evaluation, negotiations and defensive measures concerning large-scale purchases. - FY2025RestatedAnnual report
「The plan's effective period runs from the approval resolution at the 68th Annual General Meeting of Shareholders until the close of the Company's annual general meeting of shareholders relating to the final fiscal year ending within 3 years.」
The framework for information provision, evaluation, negotiations and defensive measures concerning purchases of 20% or more is reiterated for the policy for responding to takeovers whose continuation was approved at the 68th Annual General Meeting of Shareholders. - FY2025-H1RestatedAnnual report
「The Company has established a basic policy concerning the appropriate form of control over decisions regarding its financial and business policies. There were no material changes during the interim accounting period.」
The filing states that there have been no material changes to the basic policy relating to the framework for information gathering, evaluation, negotiations and defensive measures concerning large-scale purchases. - FY2024AdvancedAnnual report
「At the 68th Annual General Meeting of Shareholders held on 14 May 2024, the Company obtained approval to continue its policy for responding to takeovers, as an initiative to prevent the Company's financial and business policies from being controlled by an inappropriate party in light of the basic policy concerning the nature of the person who controls decisions on those policies, with the aim of protecting and enhancing the Company's enterprise value and, consequently, the common interests of its shareholders.」
Continuation of the policy for responding to takeovers was approved at the 68th Annual General Meeting of Shareholders, and the plan's effective period was set to run from the approval resolution until the close of the annual general meeting of shareholders relating to the final fiscal year ending within 3 years. - FY2024-Q3RestatedAnnual report
「The Company has established a basic policy concerning the appropriate form of control over decisions regarding its financial and business policies. There were no material changes during the cumulative nine-month period.」
The filing states that there have been no material changes to the basic policy relating to the framework for information gathering, evaluation, negotiations and defensive measures concerning large-scale purchases of 20% or more. - FY2023RestatedAnnual report
「The plan establishes rules to ensure the necessary time and information for shareholders to make an appropriate decision on whether to accept a purchase of shares or other securities issued by the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more; a tender offer for shares or other securities issued by the Company that would result in the aggregate ownership ratio of the tender offeror and its specially related parties reaching 20% or more; or an agreement or other arrangement with another shareholder of the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more. The rules require the board of directors to request that large-scale purchasers provide information in advance regarding the relevant large-scale purchase action, evaluate and examine the action, negotiate with the large-scale purchaser regarding purchase terms and other matters, or propose alternatives to shareholders. After giving maximum respect to recommendations by an independent committee composed solely of outside members independent of the Company's board, the board may implement defensive measures, including the gratis allotment of stock acquisition rights or other measures deemed reasonable at the relevant time, in response to the large-scale purchase action.」
The rules for securing information, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures for large-scale purchases of 20% or more remain in place. - FY2023-Q3RestatedAnnual report
「The Company has established a basic policy concerning the appropriate form of control over decisions regarding its financial and business policies. There were no material changes during the cumulative nine-month period.」
The filing states that there have been no material changes to the basic policy relating to the framework for information gathering, evaluation, negotiations and defensive measures concerning large-scale purchases of 20% or more. - FY2023-Q1RestatedAnnual report
「The Company has established a basic policy concerning the appropriate form of control over decisions regarding its financial and business policies. There were no material changes during the cumulative first quarter.」
The filing states that there have been no material changes to the basic policy relating to the framework for information gathering, evaluation, negotiations and defensive measures concerning large-scale purchases of 20% or more. - FY2022-Q3RestatedAnnual report
「The Company has established a basic policy concerning the appropriate form of control over decisions regarding its financial and business policies. There were no material changes during the cumulative nine-month period.」
The filing states that there have been no material changes to the basic policy relating to responses to large-scale purchases. - FY2022-Q1RestatedAnnual report
「The Company has established a basic policy concerning the appropriate form of control over decisions regarding its financial and business policies. There were no material changes during the cumulative first quarter.」
The filing states that there have been no material changes to the basic policy relating to the framework for information gathering, evaluation, negotiations and defensive measures concerning large-scale purchases. - FY2021AdvancedAnnual report
「At the 65th Annual General Meeting of Shareholders held on 18 May 2021, the Company obtained approval to continue its measures for responding to large-scale purchases of the Company's shares and other securities (takeover defense measures), with the aim of protecting and enhancing the Company's enterprise value and, consequently, the common interests of its shareholders.」
Continuation of the takeover defense measures was approved at the 65th Annual General Meeting of Shareholders, and the plan's effective period was set to run from that resolution until the close of the annual general meeting of shareholders relating to the final fiscal year ending within 3 years. - FY2021-Q3RestatedAnnual report
「The plan establishes rules to ensure the necessary time and information for shareholders to make an appropriate decision on whether to accept a purchase of shares or other securities issued by the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more; a tender offer for shares or other securities issued by the Company that would result in the aggregate ownership ratio of the tender offeror and its specially related parties reaching 20% or more; or an agreement or other arrangement with another shareholder of the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more. This includes agreements to jointly acquire or transfer the Company's shares or other securities, or to exercise voting rights or other rights as shareholders of the Company, and other acts that would cause the parties to qualify as joint holders under Article 27-23, Paragraphs 5 and 6 of the Financial Instruments and Exchange Act. Acts to which the Company's board of directors has given prior consent are excluded. Such acts are referred to below as "large-scale purchase actions," and parties conducting them as "large-scale purchasers." The rules require the board to request that large-scale purchasers provide information in advance regarding the relevant large-scale purchase action, evaluate and examine the action, negotiate with the large-scale purchaser regarding purchase terms and other matters, or propose alternatives to shareholders. In addition, after giving maximum respect to recommendations by an independent committee composed solely of outside members independent of the Company's board of directors, the board may implement defensive measures, including the gratis allotment of stock acquisition rights or other measures deemed reasonable at the relevant time, in response to the large-scale purchase action.」
The rules for securing information, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures in response to large-scale purchases of 20% or more are reiterated. - FY2020RestatedAnnual report
「To secure the necessary and sufficient time and information for shareholders to make an informed decision on whether to accept a purchase of the company’s shares and other securities that results in the total holding ratio of the holder and its joint holders reaching 20% or more, a tender offer for the company’s shares and other securities that results in the total ownership ratio of the tender offeror and its specially related parties reaching 20% or more, or an agreement with another shareholder of the company that results in the holding ratio of the holder and its joint holders reaching 20% or more, this plan establishes rules under which the company’s Board of Directors requests the large-scale purchaser to provide information on the large-scale purchase or other transaction in advance, evaluates and considers the transaction, negotiates with the large-scale purchaser on the purchase terms and other matters, or proposes an alternative plan to shareholders, and, while giving maximum respect to the recommendation of an Independent Committee composed solely of outside members independent of the Board of Directors, implements defensive measures against the large-scale purchase, including the gratis allotment of stock acquisition rights or any other defensive measure deemed reasonable at that time.」
The rules for securing information, evaluation and negotiations, recommendations by the independent committee, and defensive measures in response to large-scale purchases of 20% or more remain in place. - FY2020-Q3RestatedAnnual report
「The plan establishes rules to ensure the necessary time and information for shareholders to make an appropriate decision on whether to accept a purchase of shares or other securities issued by the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more; a tender offer for shares or other securities issued by the Company that would result in the aggregate ownership ratio of the tender offeror and its specially related parties reaching 20% or more; or an agreement or other arrangement with another shareholder of the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more. This includes agreements to jointly acquire or transfer the Company's shares or other securities, or to exercise voting rights or other rights as shareholders of the Company, and other acts that would cause the parties to qualify as joint holders under Article 27-23, Paragraphs 5 and 6 of the Financial Instruments and Exchange Act. Acts to which the Company's board of directors has given prior consent are excluded. Such acts are referred to below as "large-scale purchase actions," and parties conducting them as "large-scale purchasers." The rules require the board to request that large-scale purchasers provide information in advance regarding the relevant large-scale purchase action, evaluate and examine the action, negotiate with the large-scale purchaser regarding purchase terms and other matters, or propose alternatives to shareholders. In addition, after giving maximum respect to recommendations by an independent committee composed solely of outside members independent of the Company's board of directors, the board may implement defensive measures, including the gratis allotment of stock acquisition rights or other measures deemed reasonable at the relevant time, in response to the large-scale purchase action.」
The rules for securing information, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures in response to large-scale purchases of 20% or more are reiterated. - FY2020-Q2RestatedAnnual report
「The plan's effective period runs from the approval resolution at the 62nd Annual General Meeting of Shareholders until the close of the Company's annual general meeting of shareholders relating to the final fiscal year ending within 3 years.」
Takeover defense measures combining information provision, evaluation and negotiations by the board of directors, recommendations by the independent committee, decisions at a general meeting of shareholders where necessary, and defensive measures are reiterated for large-scale purchases of 20% or more. - FY2020-Q1RestatedAnnual report
「The plan establishes rules to ensure the necessary time and information for shareholders to make an appropriate decision on whether to accept a purchase of shares or other securities issued by the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more; a tender offer for shares or other securities issued by the Company that would result in the aggregate ownership ratio of the tender offeror and its specially related parties reaching 20% or more; or an agreement or other arrangement with another shareholder of the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more. This includes agreements to jointly acquire or transfer the Company's shares or other securities, or to exercise voting rights or other rights as shareholders of the Company, and other acts that would cause the parties to qualify as joint holders under Article 27-23, Paragraphs 5 and 6 of the Financial Instruments and Exchange Act. Acts to which the Company's board of directors has given prior consent are excluded. Such acts are referred to below as "large-scale purchase actions," and parties conducting them as "large-scale purchasers." The rules require the board to request that large-scale purchasers provide information in advance regarding the relevant large-scale purchase action, evaluate and examine the action, negotiate with the large-scale purchaser regarding purchase terms and other matters, or propose alternatives to shareholders. In addition, after giving maximum respect to recommendations by an independent committee composed solely of outside members independent of the Company's board of directors, the board may implement defensive measures, including the gratis allotment of stock acquisition rights or other measures deemed reasonable at the relevant time, in response to the large-scale purchase action.」
The rules for securing information, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures in response to large-scale purchases of 20% or more are reiterated. The plan's effective period runs from the approval resolution at the 62nd Annual General Meeting of Shareholders until the close of the annual general meeting of shareholders relating to the final fiscal year ending within 3 years. - FY2019RestatedAnnual report
「To secure the necessary and sufficient time and information for shareholders to make an informed decision on whether to accept a purchase of the company’s shares and other securities that results in the total holding ratio of the holder and its joint holders reaching 20% or more, a tender offer for the company’s shares and other securities that results in the total ownership ratio of the tender offeror and its specially related parties reaching 20% or more, or an agreement with another shareholder of the company that results in the holding ratio of the holder and its joint holders reaching 20% or more, this plan establishes rules under which the company’s Board of Directors requests the large-scale purchaser to provide information on the large-scale purchase or other transaction in advance, evaluates and considers the transaction, negotiates with the large-scale purchaser on the purchase terms and other matters, or proposes an alternative plan to shareholders, and, while giving maximum respect to the recommendation of an Independent Committee composed solely of outside members independent of the Board of Directors, implements defensive measures against the large-scale purchase, including the gratis allotment of stock acquisition rights or any other defensive measure deemed reasonable at that time.」
The rules for information gathering, evaluation and negotiations, recommendations by the independent committee, and defensive measures for large-scale purchases of 20% or more remain in place. - FY2019-Q3RestatedAnnual report
「The plan establishes rules to ensure the necessary time and information for shareholders to make an appropriate decision on whether to accept a purchase of shares or other securities issued by the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more; a tender offer for shares or other securities issued by the Company that would result in the aggregate ownership ratio of the tender offeror and its specially related parties reaching 20% or more; or an agreement or other arrangement with another shareholder of the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more. This includes agreements to jointly acquire or transfer the Company's shares or other securities, or to exercise voting rights or other rights as shareholders of the Company, and other acts that would cause the parties to qualify as joint holders under Article 27-23, Paragraphs 5 and 6 of the Financial Instruments and Exchange Act. Acts to which the Company's board of directors has given prior consent are excluded. Such acts are referred to below as "large-scale purchase actions," and parties conducting them as "large-scale purchasers." The rules require the board to request that large-scale purchasers provide information in advance regarding the relevant large-scale purchase action, evaluate and examine the action, negotiate with the large-scale purchaser regarding purchase terms and other matters, or propose alternatives to shareholders. In addition, after giving maximum respect to recommendations by an independent committee composed solely of outside members independent of the Company's board of directors, the board may implement defensive measures, including the gratis allotment of stock acquisition rights or other measures deemed reasonable at the relevant time, in response to the large-scale purchase action.」
Takeover defense measures combining information gathering, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures are reiterated for large-scale purchases of 20% or more. The effective period runs from the approval resolution at the 62nd Annual General Meeting of Shareholders until the close of the annual general meeting of shareholders relating to the final fiscal year ending within 3 years. - FY2019-Q2RestatedAnnual report
「To secure the necessary and sufficient time and information for shareholders to make an informed decision on whether to accept a purchase of the company’s shares and other securities that results in the total holding ratio of the holder and its joint holders reaching 20% or more, a tender offer for the company’s shares and other securities that results in the total ownership ratio of the tender offeror and its specially related parties reaching 20% or more, or an agreement with another shareholder of the company that results in the holding ratio of the holder and its joint holders reaching 20% or more, this plan establishes rules under which the company’s Board of Directors requests the large-scale purchaser to provide information on the large-scale purchase or other transaction in advance, evaluates and considers the transaction, negotiates with the large-scale purchaser on the purchase terms and other matters, or proposes an alternative plan to shareholders, and, while giving maximum respect to the recommendation of an Independent Committee composed solely of outside members independent of the Board of Directors, implements defensive measures against the large-scale purchase, including the gratis allotment of stock acquisition rights or any other defensive measure deemed reasonable at that time.」
Takeover defense measures combining information gathering, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures are reiterated for large-scale purchases of 20% or more. - FY2018AdvancedAnnual report
「At the 62nd Annual General Meeting of Shareholders held on 15 May 2018, the Company obtained approval to continue its measures for responding to large-scale purchases of the Company's shares and other securities (takeover defense measures), with the aim of protecting and enhancing the Company's enterprise value and, consequently, the common interests of its shareholders.」
Continuation of the takeover defense measures was approved at the 62nd Annual General Meeting of Shareholders, and the plan covering purchases of 20% or more and other actions was continued with a new effective period of up to 3 years. - FY2018-Q2RestatedAnnual report
「To secure the necessary and sufficient time and information for shareholders to make an informed decision on whether to accept a purchase of the company’s shares and other securities that results in the total holding ratio of the holder and its joint holders reaching 20% or more, a tender offer for the company’s shares and other securities that results in the total ownership ratio of the tender offeror and its specially related parties reaching 20% or more, or an agreement with another shareholder of the company that results in the holding ratio of the holder and its joint holders reaching 20% or more, this plan establishes rules under which the company’s Board of Directors requests the large-scale purchaser to provide information on the large-scale purchase or other transaction in advance, evaluates and considers the transaction, negotiates with the large-scale purchaser on the purchase terms and other matters, or proposes an alternative plan to shareholders, and, while giving maximum respect to the recommendation of an Independent Committee composed solely of outside members independent of the Board of Directors, implements defensive measures against the large-scale purchase, including the gratis allotment of stock acquisition rights or any other defensive measure deemed reasonable at that time.」
The rules for securing information, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures in response to large-scale purchases of 20% or more are reiterated. The effective period runs until the close of the annual general meeting of shareholders relating to the final fiscal year ending within 3 years. - FY2018-Q1RestatedAnnual report
「The plan establishes rules to ensure the necessary time and information for shareholders to make an appropriate decision on whether to accept a purchase of shares or other securities issued by the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more; a tender offer for shares or other securities issued by the Company that would result in the aggregate ownership ratio of the tender offeror and its specially related parties reaching 20% or more; or an agreement or other arrangement with another shareholder of the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more. The rules require the board of directors to request that large-scale purchasers provide information in advance regarding the relevant large-scale purchase action, evaluate and examine the action, negotiate with the large-scale purchaser regarding purchase terms and other matters, or propose alternatives to shareholders. After giving maximum respect to recommendations by an independent committee composed solely of outside members independent of the Company's board, the board may implement defensive measures, including the gratis allotment of stock acquisition rights or other measures deemed reasonable at the relevant time, in response to the large-scale purchase action. The plan's effective period runs from the approval resolution at the 59th Annual General Meeting of Shareholders until the close of the Company's annual general meeting of shareholders relating to the final fiscal year ending within 3 years.」
The rules for securing information, evaluation and negotiations by the board of directors, recommendations by the independent committee, defensive measures, and the effective period in response to large-scale purchases of 20% or more are reiterated. - FY2017RestatedAnnual report
「The plan establishes rules to ensure the necessary time and information for shareholders to make an appropriate decision on whether to accept a purchase of shares or other securities issued by the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more; a tender offer for shares or other securities issued by the Company that would result in the aggregate ownership ratio of the tender offeror and its specially related parties reaching 20% or more; or an agreement or other arrangement with another shareholder of the Company that would result in the aggregate shareholding ratio of the holder and its joint holders reaching 20% or more. This includes agreements to jointly acquire or transfer the Company's shares or other securities, or to exercise voting rights or other rights as shareholders of the Company, and other acts that would cause the parties to qualify as joint holders under Article 27-23, Paragraphs 5 and 6 of the Financial Instruments and Exchange Act. Acts to which the Company's board of directors has given prior consent are excluded. Such acts are referred to below as "large-scale purchase actions," and parties conducting them as "large-scale purchasers." The rules require the board to request that large-scale purchasers provide information in advance regarding the relevant large-scale purchase action, evaluate and examine the action, negotiate with the large-scale purchaser regarding purchase terms and other matters, or propose alternatives to shareholders. In addition, after giving maximum respect to recommendations by an independent committee composed solely of outside members independent of the Company's board of directors, the board may implement defensive measures, including the gratis allotment of stock acquisition rights or other measures deemed reasonable at the relevant time, in response to the large-scale purchase action.」
The rules for securing information, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures in response to large-scale purchases of 20% or more are reiterated. - FY2017-Q3RestatedAnnual report
「To secure the necessary and sufficient time and information for shareholders to make an informed decision on whether to accept a purchase of the company’s shares and other securities that results in the total holding ratio of the holder and its joint holders reaching 20% or more, a tender offer for the company’s shares and other securities that results in the total ownership ratio of the tender offeror and its specially related parties reaching 20% or more, or an agreement with another shareholder of the company that results in the holding ratio of the holder and its joint holders reaching 20% or more, this plan establishes rules under which the company’s Board of Directors requests the large-scale purchaser to provide information on the large-scale purchase or other transaction in advance, evaluates and considers the transaction, negotiates with the large-scale purchaser on the purchase terms and other matters, or proposes an alternative plan to shareholders, and, while giving maximum respect to the recommendation of an Independent Committee composed solely of outside members independent of the Board of Directors, implements defensive measures against the large-scale purchase, including the gratis allotment of stock acquisition rights or any other defensive measure deemed reasonable at that time.」
The plan, combining information gathering, evaluation and negotiations by the board of directors, recommendations by the independent committee, decisions at a general meeting of shareholders where necessary, and defensive measures, is reiterated for large-scale purchases of 20% or more. Its effective period runs until the close of the annual general meeting of shareholders relating to the final fiscal year ending within 3 years. - FY2017-Q2RestatedAnnual report
「To secure the necessary and sufficient time and information for shareholders to make an informed decision on whether to accept a purchase of the company’s shares and other securities that results in the total holding ratio of the holder and its joint holders reaching 20% or more, a tender offer for the company’s shares and other securities that results in the total ownership ratio of the tender offeror and its specially related parties reaching 20% or more, or an agreement with another shareholder of the company that results in the holding ratio of the holder and its joint holders reaching 20% or more, this plan establishes rules under which the company’s Board of Directors requests the large-scale purchaser to provide information on the large-scale purchase or other transaction in advance, evaluates and considers the transaction, negotiates with the large-scale purchaser on the purchase terms and other matters, or proposes an alternative plan to shareholders, and, while giving maximum respect to the recommendation of an Independent Committee composed solely of outside members independent of the Board of Directors, implements defensive measures against the large-scale purchase, including the gratis allotment of stock acquisition rights or any other defensive measure deemed reasonable at that time.」
The plan, combining information gathering, evaluation and negotiations by the board of directors, recommendations by the independent committee, and defensive measures, is reiterated for large-scale purchases of 20% or more. - FY2017-Q1First statedAnnual report
「This plan establishes rules to secure the necessary and sufficient time and information for shareholders to make an informed decision on whether to accept a purchase of the company’s shares and other securities that results in the total holding ratio of the holder and its joint holders reaching 20% or more, a tender offer for the company’s shares and other securities that results in the total ownership ratio of the tender offeror and its specially related parties reaching 20% or more, or an agreement with another shareholder of the company that results in the holding ratio of the holder and its joint holders reaching 20% or more.」
For purchases and other transactions involving 20% or more, the plan combines the provision of information in advance, evaluation and negotiations by the Board of Directors, recommendations by the Independent Committee and, where applicable, a decision by the general meeting of shareholders. Its effective period runs until the conclusion of the annual general meeting of shareholders relating to the last fiscal year ending within 3 years of approval at the annual general meeting of shareholders for the 59th fiscal year.