Komori
M&A and Subsidiary Changes9706Japan Airport Terminal Co.,ltd.Real Estate

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

The Board of Directors resolved to continue the policy for responding to large-scale purchases of the Company's shares, introduced in 2023, with definitions clarified and amendments to applicable laws reflected. If the policy is not approved at the Ordinary General Meeting of Shareholders scheduled for 25 June 2026, it will expire at the close of that meeting.

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This transaction

Policy for Responding to Large-Scale Purchases (Takeover Response Policy)
Disclosing companyJapan Airport Terminal Co.,ltd.
Japan Airport Terminal Co.,ltd.Subject of this transaction
Date of board resolution15 May 2026
Execution Date / Effective Date15 May 2026 (effective date of the revised policy). If approval at the Ordinary General Meeting of Shareholders is not obtained, the policy will expire at the close of the Ordinary General Meeting of Shareholders scheduled for 25 June 2026. If approved, it will remain effective until the close of the 85th Ordinary General Meeting of Shareholders to be held by 30 June 2029.
Target company

In its aviation-related business, the Company constructs and manages domestic passenger terminals. In April 2018, it made Tokyo International Airport Terminal Co., Ltd. a consolidated subsidiary and has operated its domestic and international passenger terminals as an integrated operation, conducting business as an increasingly efficient terminal operator. In its non-aviation business, the Company operates retail and other businesses at Haneda Airport, Narita International Airport, Kansai International Airport and Chubu Centrair International Airport. Using the resulting earnings as a foundation, it has worked to expand and improve its terminal buildings in response to the rapid development of the aviation industry, while also pursuing business outside airports by leveraging the expertise it has accumulated.

Procedures and assumptions
Special CommitteeEstablished (an independent committee with 3 or more members, selected from outside directors or outside experts independent of management)
Conditions Precedent to ExecutionApproval of the policy at the Ordinary General Meeting of Shareholders. If approval by a majority of the voting rights of the attending shareholders is not obtained, the policy will expire at the close of that meeting.
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases (Takeover Response Policy)
Name of the Subject CompanyJapan Airport Terminal Co.,ltd.
Business Description of the Subject CompanyIn its aviation-related business, the Company constructs and manages domestic passenger terminals. In April 2018, it made Tokyo International Airport Terminal Co., Ltd. a consolidated subsidiary and has operated its domestic and international passenger terminals as an integrated operation, conducting business as an increasingly efficient terminal operator. In its non-aviation business, the Company operates retail and other businesses at Haneda Airport, Narita International Airport, Kansai International Airport and Chubu Centrair International Airport. Using the resulting earnings as a foundation, it has worked to expand and improve its terminal buildings in response to the rapid development of the aviation industry, while also pursuing business outside airports by leveraging the expertise it has accumulated.
Date of board resolution15 May 2026
Execution Date / Effective Date15 May 2026 (effective date of the revised policy). If approval at the Ordinary General Meeting of Shareholders is not obtained, the policy will expire at the close of the Ordinary General Meeting of Shareholders scheduled for 25 June 2026. If approved, it will remain effective until the close of the 85th Ordinary General Meeting of Shareholders to be held by 30 June 2029.
Special CommitteeEstablished (an independent committee with 3 or more members, selected from outside directors or outside experts independent of management)
Conditions Precedent to ExecutionApproval of the policy at the Ordinary General Meeting of Shareholders. If approval by a majority of the voting rights of the attending shareholders is not obtained, the policy will expire at the close of that meeting.
Items this document does not state (25)
Counterparty nameLocation 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.

To enable shareholders to make informed decisions with sufficient information and time for consideration if a large-scale purchase is made, and to protect the Company's corporate value and the common interests of its shareholders. The reasons for the revision include clarifying the definitions of large-scale purchases and related matters and responding to amendments to the Financial Instruments and Exchange Act and other laws.

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Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy) | Japan Airport Terminal Co.,ltd. (9706) timely disclosure | Komori