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M&A and Subsidiary Changes8138SANKYO KASEI CORPORATIONTrading & Wholesale

Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy)

The takeover defense measures introduced in 2023 will continue for 3 years pursuant to a resolution of the Board of Directors dated 13 May 2026, subject to approval at the Annual General Meeting of Shareholders. Certain wording will be revised to reflect laws and regulations and social conditions, but the basic framework will remain unchanged.

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This transaction

Policy Regarding Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
Date of board resolution13 May 2026
Execution Date / Effective DateAt the conclusion of this Annual General Meeting of Shareholders (effective if approved at this Annual General Meeting of Shareholders)
Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee will comprise at least 3 members. The proposed members are Nakata Eri (中田英里), certified public accountant and Outside Director, Audit and Supervisory Committee Member of the Company; Yamamoto Hiroshi (山本寛), attorney and Outside Director, Audit and Supervisory Committee Member of the Company; and Fukuzuka Yoshie (福塚圭恵), attorney and Outside Director, Audit and Supervisory Committee Member of the Company.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
This transaction
ItemDetails
Transaction namePolicy Regarding Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
Date of board resolution13 May 2026
Execution Date / Effective DateAt the conclusion of this Annual General Meeting of Shareholders (effective if approved at this Annual General Meeting of Shareholders)
Special CommitteeAn independent committee will be established. The committee will comprise at least 3 members. The proposed members are Nakata Eri (中田英里), certified public accountant and Outside Director, Audit and Supervisory Committee Member of the Company; Yamamoto Hiroshi (山本寛), attorney and Outside Director, Audit and Supervisory Committee Member of the Company; and Fukuzuka Yoshie (福塚圭恵), attorney and Outside Director, Audit and Supervisory Committee Member of the Company.
Conditions Precedent to ExecutionApproval by shareholders at this annual general meeting of shareholders
Items this document does not state (27)
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)Impact on Business PerformanceContract 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 current plan will expire at the conclusion of the Annual General Meeting of Shareholders, so it will be renewed in light of developments surrounding takeovers, social and economic conditions, and amendments to laws and regulations. Another stated reason is to secure the information and time needed for shareholders and the Board of Directors to make decisions if a large-scale purchase is conducted, thereby protecting corporate value and the common interests of shareholders.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy) | SANKYO KASEI CORPORATION (8138) timely disclosure | Komori