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M&A and Subsidiary Changes8613Marusan Securities Co.,Ltd.Financials (excluding banks)

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

The existing policy for responding to large-scale purchases will be updated, subject to approval at the annual general meeting of shareholders scheduled for 19 June 2026. The principal change is to extend the final response deadline from 60 business days to 90 business days when the large-scale purchaser is asked to submit additional information.

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This transaction

Update to this policy
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

The disclosure states that the update to this policy will not have a direct and specific impact on the rights or economic interests of the Company's shareholders and investors.

Procedures and assumptions
Special CommitteeEstablished. The committee will consist of at least 3 members selected from outside directors, outside corporate auditors and outside experts who are independent of management. There are 4 candidates for the committee after the update.
Conditions Precedent to ExecutionApproval by shareholders at the annual general meeting of shareholders scheduled for 19 June 2026. Any defensive measures following the occurrence of a large-scale purchase will be subject to a recommendation by the special committee and, in some cases, a resolution of the shareholders meeting.
This transaction
ItemDetails
Transaction nameUpdate to this policy
Impact on Business PerformanceThe disclosure states that the update to this policy will not have a direct and specific impact on the rights or economic interests of the Company's shareholders and investors.
Date of board resolution15 May 2026
Execution Date / Effective Date19 June 2026 (scheduled; from the conclusion of the annual general meeting of shareholders, subject to approval at that meeting)
Special CommitteeEstablished. The committee will consist of at least 3 members selected from outside directors, outside corporate auditors and outside experts who are independent of management. There are 4 candidates for the committee after the update.
Conditions Precedent to ExecutionApproval by shareholders at the annual general meeting of shareholders scheduled for 19 June 2026. Any defensive measures following the occurrence of a large-scale purchase will be subject to a recommendation by the special committee and, in some cases, a resolution of the shareholders meeting.
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 purpose is to secure the information and time shareholders need to decide whether to accept a large-scale purchase, and to maximize the Company's corporate value and the common interests of shareholders by enabling the Board of Directors to negotiate with the purchaser and present alternative proposals. Another stated purpose is to deter large-scale purchases that could potentially impair corporate value or the common interests of shareholders.

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Update to the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | Marusan Securities Co.,Ltd. (8613) timely disclosure | Komori