Notice on the Continuation of the Company’s Policy on Large-Scale Purchase of Shares (Response Policy to Takeover)

Basic Policy on Company Control and Response to Large-Scale Purchase of Shares

Dainichi Seika Kogyo Co., Ltd. has resolved to continue the current policy regarding large-scale purchase of shares (takeover defense measures) valid until the conclusion of the 123rd Annual General Meeting of Shareholders scheduled for June 26, 2026, to secure and enhance corporate value and the common interests of shareholders. This plan, approved unanimously by the board of directors, is based on the rules under the Companies Act Enforcement Regulation, aiming to prevent control of the company’s finance and business policies by inappropriate persons. The measures include establishing an independent committee, obliging large-scale purchasers to provide information, setting evaluation periods by the board, and countermeasures such as the free allocation of stock acquisition rights.

Details of Large-Scale Purchase Rules and Impact on Shareholders

This plan targets purchase actions where specified shareholders or groups acquire voting rights of 20% or more. Purchasers are required to submit a prior statement of intentions and provide necessary information. The board evaluates this information and, if necessary, proposes alternatives. If the large-scale purchase rules are not complied with, countermeasures such as free allocation of stock acquisition rights may be enacted; however, if compliance is confirmed, countermeasures will generally not be taken, leaving the decision to shareholders. The activation of countermeasures respects the independent committee’s recommendations to the greatest extent and is subject to approval at the shareholders' meeting. Shareholders are ensured sufficient information and opportunity to make decisions, contributing to the common interests of shareholders.