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M&A and Subsidiary Changes7898WOOD ONE CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Introduction of a Policy for Responding to Large-Scale Purchases of Our Shares (Ninth Takeover Defense Measure)

The Ninth Takeover Defense Measure will be introduced following the expiration of the effective period of the Eighth Prior-Warning-Type Takeover Defense Measure. The definition of covered large-scale purchases and other matters will be revised, subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026.

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This transaction

This Plan
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

As of the introduction of this Plan, there will be no direct, specific impact on shareholders or investors.

Procedures and assumptions
Special CommitteeEstablished. Initially consisting of 4 members: 3 corporate auditors of the Company, including 2 outside corporate auditors, and 1 outside director of the Company.
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders scheduled for 26 June 2026 of the introduction of the Ninth Takeover Defense Measure and the delegation of authority to the Board of Directors concerning the gratis allotment of stock acquisition rights to be used as countermeasures, both by ordinary resolution.
This transaction
ItemDetails
Transaction nameThis Plan
Impact on Business PerformanceAs of the introduction of this Plan, there will be no direct, specific impact on shareholders or investors.
Date of board resolution25 May 2026
Execution Date / Effective Date26 June 2026 (scheduled, subject to approval at the annual general meeting of shareholders)
Special CommitteeEstablished. Initially consisting of 4 members: 3 corporate auditors of the Company, including 2 outside corporate auditors, and 1 outside director of the Company.
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders scheduled for 26 June 2026 of the introduction of the Ninth Takeover Defense Measure and the delegation of authority to the Board of Directors concerning the gratis allotment of stock acquisition rights to be used as countermeasures, both by ordinary resolution.
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 measure is being renewed because the effective period of the Eighth Prior-Warning-Type Takeover Defense Measure will expire. Its purpose is to secure the information, time and bargaining power needed to evaluate and consider large-scale purchases, thereby protecting corporate value and the common interests of shareholders.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Introduction of a Policy for Responding to Large-Scale Purchases of Our Shares (Ninth Takeover Defense Measure) | WOOD ONE CO.,LTD. (7898) timely disclosure | Komori