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M&A and Subsidiary Changes9075FUKUYAMA TRANSPORTING CO.,LTD.Transportation and Logistics

Continuation of the Company’s Response Policy Regarding Large-Scale Purchases of Its Shares (Takeover Defense Policy)

The existing Takeover Response Policy will continue, subject to approval at the annual general meeting of shareholders scheduled for 25 June 2026, and its effective period will be extended through the conclusion of the annual general meeting of shareholders scheduled for June 2029. Although wording and other aspects will be revised, there will be no substantive change, and there is currently no large-scale purchase proposal.

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This transaction

Response Measures for Large-Scale Purchases of Our Shares (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. The committee will consist of at least 3 members selected from outside directors, outside Audit & Supervisory Board members, or outside experts who are independent of the Company's management. The 3 individuals listed in Appendix 2 are expected to serve as members.
Conditions Precedent to ExecutionApproval by shareholders at the annual general meeting of shareholders scheduled for 25 June 2026
This transaction
ItemDetails
Transaction nameResponse Measures for Large-Scale Purchases of Our Shares (Takeover Response Policy)
Date of board resolution14 May 2026
Execution Date / Effective DateThe policy will continue subject to approval at the annual general meeting of shareholders scheduled for 25 June 2026. Following its continuation, the effective period will run through the conclusion of the annual general meeting of shareholders scheduled for June 2029.
Special CommitteeAn independent committee will be established. The committee will consist of at least 3 members selected from outside directors, outside Audit & Supervisory Board members, or outside experts who are independent of the Company's management. The 3 individuals listed in Appendix 2 are expected to serve as members.
Conditions Precedent to ExecutionApproval by shareholders at the annual general meeting of shareholders scheduled for 25 June 2026
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.

In addition to securing and enhancing corporate value and the common interests of shareholders, the policy is intended to secure the information and time necessary for shareholders to make decisions, while enabling negotiations with a purchaser, in light of changes in circumstances and trends among institutional investors.

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Continuation of the Company’s Response Policy Regarding Large-Scale Purchases of Its Shares (Takeover Defense Policy) | FUKUYAMA TRANSPORTING CO.,LTD. (9075) timely disclosure | Komori