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How definitive the wording is.This transaction
Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance
The Company states that the introduction of this plan will not directly or specifically affect the rights or economic interests of shareholders and investors.
Procedures and assumptions
Special CommitteeAn Independent Committee will be established, consisting of at least 3 members. Candidates for committee membership are Ishio Hajime (石尾 肇), certified public accountant and Audit & Supervisory Board Member of the Company; Yagi Yuichi (八木 雄一), certified public tax accountant and Director of the Company; and Iizuka Takanori (飯塚 孝徳), attorney and Director of the Company.
Conditions Precedent to ExecutionContinuation of the plan requires approval at the ordinary general meeting of shareholders scheduled for June 2026. In principle, the implementation of countermeasures against a large-scale purchase that complies with the prescribed procedures requires approval at a general meeting of shareholders to confirm shareholder intent.
| Item | Details |
|---|---|
| Transaction name | Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy) |
| Impact on Business Performance | The Company states that the introduction of this plan will not directly or specifically affect the rights or economic interests of shareholders and investors. |
| Date of board resolution | 11 May 2026 |
| Execution Date / Effective Date | The plan will remain effective until the conclusion of the next ordinary general meeting of shareholders scheduled for June 2026. |
| Special Committee | An Independent Committee will be established, consisting of at least 3 members. Candidates for committee membership are Ishio Hajime (石尾 肇), certified public accountant and Audit & Supervisory Board Member of the Company; Yagi Yuichi (八木 雄一), certified public tax accountant and Director of the Company; and Iizuka Takanori (飯塚 孝徳), attorney and Director of the Company. |
| Conditions Precedent to Execution | Continuation of the plan requires approval at the ordinary general meeting of shareholders scheduled for June 2026. In principle, the implementation of countermeasures against a large-scale purchase that complies with the prescribed procedures requires approval at a general meeting of shareholders to confirm shareholder intent. |
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.The purpose is to protect and enhance corporate value and the common interests of shareholders by obtaining necessary and sufficient information from a large-scale purchaser, securing time for the Board of Directors to evaluate and consider the proposal, negotiate and present alternatives, and entrusting the final decision to shareholders.
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