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How definitive the wording is.This transaction
Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy)Date of board resolution12 May 2026
Execution Date / Effective Date12 May 2026 (effective as of today)
Impact on Business Performance
No gratis allotment of share acquisition rights will be made upon introduction of the plan, and there will be no direct and specific impact on the rights or economic interests of shareholders and investors.
Procedures and assumptions
Special CommitteeAn Independent Committee will be established. The committee will comprise at least 3 members. At the time of introduction, its 3 members are Yamai Futoshi (山井太), outside director; Nakayama Masako (中山正子), outside director; and Nozawa Shingo (野澤慎吾), outside statutory auditor.
Conditions Precedent to ExecutionApproval of the proposal to introduce the plan at the Annual General Meeting of Shareholders scheduled for 25 June 2026. If the proposal is not approved, the plan will be immediately abolished.
| Item | Details |
|---|---|
| Transaction name | Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy) |
| Impact on Business Performance | No gratis allotment of share acquisition rights will be made upon introduction of the plan, and there will be no direct and specific impact on the rights or economic interests of shareholders and investors. |
| Date of board resolution | 12 May 2026 |
| Execution Date / Effective Date | 12 May 2026 (effective as of today) |
| Special Committee | An Independent Committee will be established. The committee will comprise at least 3 members. At the time of introduction, its 3 members are Yamai Futoshi (山井太), outside director; Nakayama Masako (中山正子), outside director; and Nozawa Shingo (野澤慎吾), outside statutory auditor. |
| Conditions Precedent to Execution | Approval of the proposal to introduce the plan at the Annual General Meeting of Shareholders scheduled for 25 June 2026. If the proposal is not approved, the plan will be immediately abolished. |
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.To secure and enhance the Company's corporate value and, ultimately, the common interests of shareholders by securing the information and time necessary for shareholders to make a decision in the event of a large-scale purchase, while enabling evaluation and consideration by the Board of Directors, negotiations with the purchaser, and the presentation of alternatives.
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