Partial Revision and Continuation of the Company’s Policy on Large-Scale Purchase of Shares (Policy on Takeover Defense Measures)

Overview and Purpose of the Policy

Toda Corporation decided at the Board of Directors meeting on April 28, 2026 to partially revise and continue the policy on large-scale purchase of shares introduced with shareholder approval in 2023 until June 2029. This policy aims to implement countermeasures when a specific individual or group acquires 20% or more of voting rights and there is a risk of damaging corporate value or the collective interests of shareholders. The prescribed countermeasure includes the free allocation of stock acquisition rights, with a transparent operation that respects the recommendations of the independent committee to the fullest extent and prioritizes shareholder intentions.

Impact on Shareholders and Investors

The continuation of this policy means that stock acquisition rights will not be issued at this time, and there is no direct impact on shareholders’ legal rights or economic interests. However, if countermeasures are activated, stock acquisition rights will be allocated free of charge, potentially causing dilution of value per share. Legal rights and economic interests of non-qualified persons may be affected. The decision to activate or not activate countermeasures will be made through a shareholders' meeting to confirm shareholders’ intentions and the judgement of the independent committee, ensuring an adequate reflection of shareholder will.