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Governance8237MATSUYA CO.,LTD.Retail

Articles of Incorporation 2026/05/28

The Articles of Incorporation amended on 28 May 2026 set forth provisions concerning the organizational structure of a company with an Audit and Supervisory Committee, shareholder resolutions on takeover defense measures, and a special committee. However, the specific changes from the previous version are not indicated in the text.

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Governance structure

Company with an Audit and Supervisory Committee
Number of directorsNo more than 10 directors who are not Audit and Supervisory Committee Members and no more than 5 directors who are Audit and Supervisory Committee Members (the actual total number and number of outside directors are Not disclosed)
Committee4
Audit and Supervisory Committee . If takeover defense measures are introduceda special committee consisting of at least 3 membersincluding outside directors. The proportion of outside members is generally 100%but cannot be determined because outside experts may be added.
Takeover defenses

The Articles of Incorporation contain provisions on the basic policy for takeover defense measures, their introduction, and a special committee. However, whether such measures are currently in place, have been renewed, or have been discontinued is Not disclosed.

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directorsNo more than 10 directors who are not Audit and Supervisory Committee Members and no more than 5 directors who are Audit and Supervisory Committee Members (the actual total number and number of outside directors are Not disclosed)
CommitteeAudit and Supervisory Committee (the proportion of outside members is Not disclosed). If takeover defense measures are introduced, a special committee consisting of at least 3 members, including outside directors. The proportion of outside members is generally 100%, but cannot be determined because outside experts may be added.
Takeover defensesThe Articles of Incorporation contain provisions on the basic policy for takeover defense measures, their introduction, and a special committee. However, whether such measures are currently in place, have been renewed, or have been discontinued is Not disclosed.
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsControlling shareholderChanges this time

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 Articles of Incorporation do not state the reason for the amendment.

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This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Articles of Incorporation 2026/05/28 | MATSUYA CO.,LTD. (8237) timely disclosure | Komori