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M&A and Subsidiary Changes9401TBS HOLDINGS,INC.Information and Communications, Services and Others

Update to the Policy for Responding to Takeover Proposals Regarding Our Shares

The Company has decided not to propose abolishing the Plan at the annual general meeting of shareholders scheduled for 26 June 2026, and to renew the takeover defense measures for an additional year, including requests for information from an acquirer and securing a period for review. The composition of the Special Committee for Evaluating Corporate Value has also been changed.

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This transaction

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

No Share Acquisition Rights will be issued or otherwise granted at the time of renewal of the Plan, and therefore the rights of shareholders and investors will not be affected.

Procedures and assumptions
Special CommitteeEstablished. 5 members: Yagi Yosuke (八木洋介), outside director of the Company; Takei Natsuko (武井奈津子), outside director of the Company; Kogayu Junko (小粥純子), outside corporate auditor of the Company; Iwakura Masakazu (岩倉正和), attorney at law, TMI Associates; and Shishido Zenichi (宍戸善一), professor at Musashino University and professor emeritus at Hitotsubashi University
Conditions Precedent to ExecutionProvision of the necessary information by the acquirer group, compliance with the procedures stipulated in the Plan, expiry of the Board of Directors' evaluation period, a recommendation by the Special Committee, and approval at a general meeting of shareholders where necessary
This transaction
ItemDetails
Transaction nameUpdate to this plan
Impact on Business PerformanceNo Share Acquisition Rights will be issued or otherwise granted at the time of renewal of the Plan, and therefore the rights of shareholders and investors will not be affected.
Date of board resolution14 May 2026
Execution Date / Effective DateAutomatic renewal for one year, provided that no resolution to abolish the Plan is passed at the annual general meeting of shareholders scheduled for 26 June 2026
Special CommitteeEstablished. 5 members: Yagi Yosuke (八木洋介), outside director of the Company; Takei Natsuko (武井奈津子), outside director of the Company; Kogayu Junko (小粥純子), outside corporate auditor of the Company; Iwakura Masakazu (岩倉正和), attorney at law, TMI Associates; and Shishido Zenichi (宍戸善一), professor at Musashino University and professor emeritus at Hitotsubashi University
Conditions Precedent to ExecutionProvision of the necessary information by the acquirer group, compliance with the procedures stipulated in the Plan, expiry of the Board of Directors' evaluation period, a recommendation by the Special Committee, and approval at a general meeting of shareholders where necessary
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 Company has determined that the Plan remains necessary and effective at this time in order to maintain its autonomy, independence and neutrality as a broadcaster and news organization, and to prevent corporate value and the common interests of shareholders from being impaired by large-scale purchases aimed at pursuing short-term profits. Another reason is to require the acquirer to disclose sufficient information and to secure time for shareholders to review the proposal and make a decision.

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Update to the Policy for Responding to Takeover Proposals Regarding Our Shares | TBS HOLDINGS,INC. (9401) timely disclosure | Komori