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M&A and Subsidiary Changes9956VALOR HOLDINGS CO.,LTD.Retail

Notice Regarding Revisions to the Basic Policy Concerning Control of the Company and the Update of the Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy)

The Company has decided to update its existing takeover defense measures, subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026. The substantive framework will remain unchanged, while the name and terminology will be revised to refer to the "Takeover Response Policy."

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This transaction

Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

As of the update of this plan, no countermeasures will be implemented, and there will be no direct, specific impact on the legal rights or economic interests of shareholders or investors.

Procedures and assumptions
Special CommitteeAn independent committee, rather than a special committee, will be established. The committee will consist of 3 to 5 members, and at the time of the update, Yamashita Yoko (山下陽子), Isaka Yoshitaka (井坂好孝) and Asano Toshimi (浅野寿美) are expected to serve as its 3 members.
Conditions Precedent to ExecutionApproval of the update to this plan at the 69th Annual General Meeting of Shareholders scheduled for 26 June 2026
This transaction
ItemDetails
Transaction namePolicy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy)
Impact on Business PerformanceAs of the update of this plan, no countermeasures will be implemented, and there will be no direct, specific impact on the legal rights or economic interests of shareholders or investors.
Date of board resolution13 May 2026
Execution Date / Effective DateScheduled to be updated from the time of conclusion of the 69th Annual General Meeting of Shareholders scheduled for 26 June 2026 (subject to approval at the annual general meeting of shareholders)
Special CommitteeAn independent committee, rather than a special committee, will be established. The committee will consist of 3 to 5 members, and at the time of the update, Yamashita Yoko (山下陽子), Isaka Yoshitaka (井坂好孝) and Asano Toshimi (浅野寿美) are expected to serve as its 3 members.
Conditions Precedent to ExecutionApproval of the update to this plan at the 69th Annual General Meeting of Shareholders scheduled for 26 June 2026
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

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The update reflects the Ministry of Economy, Trade and Industry's Guidelines for Corporate Takeovers, revisions to the listing rules and developments in practice. It is also intended to ensure that shareholders have sufficient information and time to make decisions regarding large-scale purchases of shares, and to enable the Board of Directors, where necessary, to present alternative proposals and negotiate with the purchaser.

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Notice Regarding Revisions to the Basic Policy Concerning Control of the Company and the Update of the Policy for Responding to Large-Scale Purchases of the Company's Shares (Takeover Response Policy) | VALOR HOLDINGS CO.,LTD. (9956) timely disclosure | Komori