Komori
M&A and Subsidiary Changes77773-D Matrix,Ltd.Electrical Equipment and Precision Instruments

Policy on Responses to Large-Scale Purchases of Our Shares and Other Securities

The Company has introduced takeover defense measures requiring a large-scale purchaser to make a prior statement of intent and provide information, while securing an evaluation period for the Board of Directors. The measures also provide for the gratis allotment of share acquisition rights as a countermeasure if specified conditions are met. Approval will be sought at the annual general meeting of shareholders scheduled for July 2026, and the measures will be abolished immediately if approval is not obtained.

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This transaction

Policy on Response to Large-Scale Purchases of Our Shares and Other Equity Securities
Date of board resolution22 June 2026
Execution Date / Effective Date22 June 2026 (effective date of this policy)
Impact on Business Performance

At the time this policy is introduced, it will not have any direct or specific impact on the legal rights or economic interests relating to the Company's shares held by shareholders and investors.

Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee is expected to have 3 members at the time of implementation: Kanno Mizuki (菅野みずき), outside director; Ito Koichiro (伊藤耕一郎), outside corporate auditor; and Okawara Noriyuki (大川原紀之), outside corporate auditor. The committee will comprise outside directors, outside corporate auditors and outside experts.
Conditions Precedent to ExecutionThe matter will be submitted for approval as an ordinary resolution at the annual general meeting of shareholders scheduled for July 2026. If approval is not obtained, this policy will be abolished immediately.
This transaction
ItemDetails
Transaction namePolicy on Response to Large-Scale Purchases of Our Shares and Other Equity Securities
Impact on Business PerformanceAt the time this policy is introduced, it will not have any direct or specific impact on the legal rights or economic interests relating to the Company's shares held by shareholders and investors.
Date of board resolution22 June 2026
Execution Date / Effective Date22 June 2026 (effective date of this policy)
Special CommitteeAn independent committee will be established. The committee is expected to have 3 members at the time of implementation: Kanno Mizuki (菅野みずき), outside director; Ito Koichiro (伊藤耕一郎), outside corporate auditor; and Okawara Noriyuki (大川原紀之), outside corporate auditor. The committee will comprise outside directors, outside corporate auditors and outside experts.
Conditions Precedent to ExecutionThe matter will be submitted for approval as an ordinary resolution at the annual general meeting of shareholders scheduled for July 2026. If approval is not obtained, this policy will be abolished immediately.
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 the Company's corporate value and the common interests of its shareholders, and to secure the information and time shareholders need to assess a proposal from a large-scale purchaser. As a research and development-driven company, it is important to provide an opportunity to evaluate medium- and long-term value, including the pipeline and relationships with stakeholders. Another stated objective is to prevent shareholders who may find it difficult to gather sufficient information, given the dispersed shareholder base, from being exposed to coercive purchases.

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Policy on Responses to Large-Scale Purchases of Our Shares and Other Securities | 3-D Matrix,Ltd. (7777) timely disclosure | Komori