[Fujicco] Continuation and Review of Defense Measures｜May 2026

Overview of Defense Measures

Fujicco introduced its takeover defense measures in the 2006 fiscal year, which will expire on June 25, 2026. Following revisions, it was renamed to reflect its stance on takeover responses at the 64th Annual General Meeting of Shareholders in the 2024 fiscal year, and a new review system was established to respect shareholders' rational intentions and evaluate takeover proposals. Specifically, when a bidder aims to acquire 20% or more of the shares, an assessment is conducted by the Corporate Value Judgment Committee and the Special Independent Committee, composed solely of outside directors, to evaluate legality and appropriateness. This system is designed to protect corporate value and the joint interests of shareholders from short-term speculative acquisitions.

Impact on Shareholders and Future Outlook

In response to takeover proposals, the company prioritizes respecting shareholder decisions and will activate defense measures if necessary. If the revisions and implementation of this plan are approved at the June 2026 shareholders' meeting, the plan will remain valid until June 2029 at the latest. Shareholders can contribute to maintaining and enhancing corporate value by exercising newly issued stock acquisition rights allocated free of charge. The anti-takeover measures will only be enacted if the proposal is deemed legal and appropriate, ensuring a strict review system to safeguard shareholders' rights and interests.