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M&A and Subsidiary Changes9068Maruzen Showa Unyu Co.,Ltd.Transportation and Logistics

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

The response policy for large-scale purchases introduced in 2023 will be continued, subject to approval at the Annual General Meeting of Shareholders scheduled for June 2026. Following its continuation, the policy will remain effective from the time of approval until the conclusion of the Annual General Meeting of Shareholders scheduled for June 2029.

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This transaction

Policy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn independent committee will be established. It will comprise 3 or more outside directors or outside experts, with 3 members expected to be appointed upon continuation of the policy.
Conditions Precedent to ExecutionApproval by shareholders at the Annual General Meeting of Shareholders scheduled for 26 June 2026. If countermeasures are implemented, the prescribed procedures, a recommendation by the independent committee and, in principle, a General Meeting of Shareholders to confirm shareholders' intentions must be completed.
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Response Policy)
Date of board resolution11 May 2026
Execution Date / Effective DateSubject to approval at this Annual General Meeting of Shareholders, from the time of approval until the conclusion of the Annual General Meeting of Shareholders scheduled for June 2029 (planned)
Special CommitteeAn independent committee will be established. It will comprise 3 or more outside directors or outside experts, with 3 members expected to be appointed upon continuation of the policy.
Conditions Precedent to ExecutionApproval by shareholders at the Annual General Meeting of Shareholders scheduled for 26 June 2026. If countermeasures are implemented, the prescribed procedures, a recommendation by the independent committee and, in principle, a General Meeting of Shareholders to confirm shareholders' intentions must be completed.
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 policy will be continued to maintain and enhance the common interests of shareholders and corporate value, taking into account changes in the situation and trends among institutional investors. The current plan has been comprehensively reviewed in light of amendments to the Financial Instruments and Exchange Act, recent court decisions concerning takeover response policies, and developments in practice.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) | Maruzen Showa Unyu Co.,Ltd. (9068) timely disclosure | Komori