Komori
M&A and Subsidiary Changes8066MITANI CORPORATIONTrading & Wholesale

Update to the Measures in Response to Large-Scale Purchases of Our Shares (Policy for Responding to Takeovers)

Before the expiration of the existing plan, the Company decided to update and continue its takeover response policy, subject to approval at the Annual General Meeting of Shareholders scheduled for 25 June 2026. There are no material changes from the existing plan, and there is currently no specific takeover proposal.

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This transaction

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

As of this update, the Company will not make a gratis allotment of share options as a countermeasure, and therefore no direct, specific impact will arise on the rights of shareholders or investors.

Procedures and assumptions
Special CommitteeAn Independent Committee will be established. The committee will have at least 3 members, and following this update, the 3 members scheduled to take office are Sano Toshikazu (佐野俊和), Outside Director; Fujita Tomomi (藤田知三), Outside Director; and Masuyama Kenichi (増山憲一), candidate for newly appointed Outside Audit & Supervisory Board Member.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
Management structure after acquisitionThe Company will request that the large-scale purchaser provide information on candidates for management after participating in the management of the Company Group, its management policies, business plans, financial plans, capital policies, dividend policies and asset utilization measures. The specific post-acquisition management structure, any change of corporate name and the treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameThis update
Impact on Business PerformanceAs of this update, the Company will not make a gratis allotment of share options as a countermeasure, and therefore no direct, specific impact will arise on the rights of shareholders or investors.
Date of board resolution15 May 2026
Execution Date / Effective DateThe time of conclusion of this Annual General Meeting of Shareholders (scheduled for 25 June 2026)
Special CommitteeAn Independent Committee will be established. The committee will have at least 3 members, and following this update, the 3 members scheduled to take office are Sano Toshikazu (佐野俊和), Outside Director; Fujita Tomomi (藤田知三), Outside Director; and Masuyama Kenichi (増山憲一), candidate for newly appointed Outside Audit & Supervisory Board Member.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
Management structure after acquisitionThe Company will request that the large-scale purchaser provide information on candidates for management after participating in the management of the Company Group, its management policies, business plans, financial plans, capital policies, dividend policies and asset utilization measures. The specific post-acquisition management structure, any change of corporate name and the treatment of employees are not disclosed.
Items this document does not state (25)
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 institution

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.

To enable shareholders to make informed decisions regarding large-scale purchases after obtaining the necessary information and sufficient time for consideration, and to protect corporate value and the common interests of shareholders.

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Update to the Measures in Response to Large-Scale Purchases of Our Shares (Policy for Responding to Takeovers) | MITANI CORPORATION (8066) timely disclosure | Komori