Introduction of Policy for Responding to Large-Scale Purchase Actions of Our Shares (Policy for Response to Acquisition)

Overview of the Policy for Response to Acquisition

At the Board of Directors meeting held on April 27, 2026, Tomoe Corporation introduced a policy for responding to large-scale purchase actions (takeover defense measures) aimed at securing and enhancing the corporate value and the shared interests of shareholders. This plan respects shareholders’ free will while preventing inappropriate acquirers from gaining control over management. Large-scale acquirers will be required to provide necessary and sufficient information. The Board of Directors will assess and review proposals based on advice from the Independent Committee, offer alternative proposals when needed, and ensure sufficient time for shareholders to make informed decisions.

Content and Operation of Countermeasures

Countermeasures under this plan principally involve the free allotment of stock acquisition rights, but other measures may be considered in accordance with laws, regulations, and the Articles of Incorporation. The activation of countermeasures is limited to cases meeting reasonable objective conditions, and the Board of Directors will give maximum consideration to recommendations from the Independent Committee. Countermeasures may also be taken if a large-scale purchaser does not comply with this plan’s rules. This plan can be abolished by resolution of the shareholders’ meeting and is scheduled to be submitted as an agenda item at the 2026 Annual General Meeting of Shareholders on June 26.