Komori
M&A and Subsidiary Changes9948ARCS COMPANY,LIMITEDRetail

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

The Board of Directors has decided to continue the current Takeover Response Policy, subject to certain amendments and approval at the Annual General Meeting of Shareholders scheduled for May 2026. The definition of large-scale purchase conduct and certain terms and expressions will be revised.

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This transaction

Continuation of this policy (Continuation of the Policy for Responding to 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 CommitteeEstablished. The committee will have at least 3 members. Following the continuation of the policy, Hori Tatsuya (堀達也) (outside expert), Tanaka Shin'ichi (田中新一) (outside expert and certified public accountant), and Takashima Satoshi (髙嶋智) (outside corporate auditor) are scheduled to continue serving as its 3 members.
Conditions Precedent to ExecutionApproval by the shareholders at the 65th Annual General Meeting of Shareholders scheduled for 26 May 2026
This transaction
ItemDetails
Transaction nameContinuation of this policy (Continuation of the Policy for Responding to Large-Scale Purchases of Our Shares (Takeover Response Policy))
Date of board resolution13 April 2026
Execution Date / Effective DateThe policy is scheduled to take effect on the same day upon approval at the 65th Annual General Meeting of Shareholders scheduled for 26 May 2026.
Special CommitteeEstablished. The committee will have at least 3 members. Following the continuation of the policy, Hori Tatsuya (堀達也) (outside expert), Tanaka Shin'ichi (田中新一) (outside expert and certified public accountant), and Takashima Satoshi (髙嶋智) (outside corporate auditor) are scheduled to continue serving as its 3 members.
Conditions Precedent to ExecutionApproval by the shareholders at the 65th Annual General Meeting of Shareholders scheduled for 26 May 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.

To secure and enhance the Company's corporate value and, ultimately, the common interests of shareholders in light of changes in social and economic conditions and developments concerning the Corporate Governance Code and takeover response policies. The policy will also require large-scale purchasers to provide necessary information, allow shareholders sufficient time to make an informed decision, and enable the Company to negotiate with the purchaser and present alternative proposals where necessary.

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Continuation of the Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy) | ARCS COMPANY,LIMITED (9948) timely disclosure | Komori