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M&A and Subsidiary Changes7822Eidai Co.,Ltd.Information and Communications, Services and Others

Update to the Response Measures (Takeover Response Policy) Concerning Large-Scale Purchases of Our Shares and Other Securities

The existing takeover defense measures will be renewed, subject to approval at the annual general meeting of shareholders scheduled for June 2026, with a three-year effective period ending upon the conclusion of the annual general meeting of shareholders scheduled for June 2029. The renewal will not involve any substantive changes, and no stock acquisition rights will be issued at the time of renewal.

Worth reading
14Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
3
Years (effective period after renewal)
Wording
Conditional
How definitive the wording is.

This transaction

This Plan (Response Measures for Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy))
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

The renewal of this Plan will not directly and specifically affect the legal rights or economic interests relating to the Company's shares held by shareholders and investors.

Procedures and assumptions
Special CommitteeEstablished. The three members are Imamura Yuji (今村祐嗣), Okano Koji (岡野紘司) and Kasui Takashi (粕井隆). Okano Koji (岡野紘司) and Kasui Takashi (粕井隆) are outside directors of the Company, while Imamura Yuji (今村祐嗣) is an expert in wood science. None of these members has any special interest in the Company.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
This transaction
ItemDetails
Transaction nameThis Plan (Response Measures for Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy))
Impact on Business PerformanceThe renewal of this Plan will not directly and specifically affect the legal rights or economic interests relating to the Company's shares held by shareholders and investors.
Date of board resolution25 May 2026
Execution Date / Effective DateRenewal is subject to approval by shareholders at this annual general meeting of shareholders. The effective period after renewal will run until the conclusion of the annual general meeting of shareholders scheduled for June 2029.
Special CommitteeEstablished. The three members are Imamura Yuji (今村祐嗣), Okano Koji (岡野紘司) and Kasui Takashi (粕井隆). Okano Koji (岡野紘司) and Kasui Takashi (粕井隆) are outside directors of the Company, while Imamura Yuji (今村祐嗣) is an expert in wood science. None of these members has any special interest in the Company.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
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 Company states that, upon expiration of the current takeover defense measures, the renewal is intended to clarify the rules that large-scale purchasers must follow, secure the information and time shareholders need to make a decision, and ensure opportunities to negotiate with large-scale purchasers. The Company also explains that it respected the recommendation of the Independent Committee.

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Update to the Response Measures (Takeover Response Policy) Concerning Large-Scale Purchases of Our Shares and Other Securities | Eidai Co.,Ltd. (7822) timely disclosure | Komori