Update on Our Policy for Responding to Large-Volume Purchase Actions (Policy for Responding to Takeovers)

Overview of the Update to the Policy on Large-Volume Purchase Actions

Japan Carbon Co., Ltd. will update its policy for responding to large-volume purchase actions (takeover defense measures), aimed at enhancing corporate value and realizing the collective interests of shareholders, subject to approval at the 167th Annual General Meeting of Shareholders scheduled for March 27, 2026. This plan requires compliance with prescribed procedures in relation to large-volume purchase actions involving our company’s shares, and stipulates countermeasures such as the free allocation of stock acquisition rights if violations occur or if the action is judged to significantly harm corporate value. The activation of countermeasures respects the recommendations of an independent committee to the greatest extent and may include holding a shareholder meeting to confirm shareholder intentions, ensuring fairness and transparency.

Details of Countermeasures and Impact on Shareholders

The main countermeasure is the free allocation of stock acquisition rights, where at the allocation date, shareholders will be allocated one or more stock acquisition rights per share held. The exercise price of the stock acquisition rights is set at 1 yen, and exercising these rights results in the delivery of shares; however, large-volume purchasers and their affiliates are not permitted to exercise these rights. This may dilute the voting rights ratio of large-volume purchasers. Shareholders will be provided with guidance on the exercise procedure for stock acquisition rights and acquisition procedures by the company, but those who do not exercise their rights face dilution risk. The validity period of this plan is one year from the conclusion of the 2026 Annual General Meeting of Shareholders to the conclusion of the following year’s Annual General Meeting.