Kusuri No Aoki Holdings Co., Ltd.
Introduction of Policy Regarding Large-Scale Acquisition of Our Shares (Policy for Response to Takeover)
The Company plans to introduce a policy to respond to large-scale stock acquisitions with voting rights of 20% or more, subject to approval at the extraordinary shareholders meeting scheduled for February 17, 2026, aiming to protect corporate value and shareholder interests.
Key Figures
- Voting Rights Threshold for Large-Scale Stock Acquisition: 20% or more
- Number of Independent Committee Members: 3 or more (including 2 or more outside directors)
- Validity Period of This Policy: Until the conclusion of the ordinary general shareholders meeting for the last business year within 3 years after approval at the extraordinary shareholders meeting
AI要約
Overview of the Policy Regarding Large-Scale Acquisition
Kusuri no Aoki Holdings Co., Ltd. has decided to introduce a policy regarding large-scale stock acquisitions with voting rights of 20% or more, subject to approval at the extraordinary shareholders meeting scheduled for February 17, 2026. This policy aims to enhance corporate value and the common interests of shareholders by establishing rules and countermeasures to prevent control of management by inappropriate large-scale acquirers. Large-scale acquirers are required to submit a statement of intent in advance, provide necessary information, and be evaluated through a board of directors’ assessment period before a decision is made.
Countermeasures and Governance Structure
If a large-scale acquirer does not comply with these rules, the Company may take legally permitted countermeasures such as the free allocation of stock acquisition rights. The countermeasures will be decided respecting the opinions of an independent committee, with advice from external experts also received by the board of directors. The independent committee is composed of outside directors and experts to ensure fair and objective implementation. This policy respects shareholders’ will, becomes effective after approval at the extraordinary shareholders meeting, and has a validity period of up to three years.
