Tomoe Engineering extends takeover defense plan

Tomoe Engineering Co., Ltd. has resolved to continue its policy for responding to large-scale share purchases, also known as its Takeover Response Policy. This decision, made at a board meeting on December 22, 2025, extends the "Current Plan," originally adopted in December 2022 and approved in January 2023, which was set to expire in January 2026. The newly continued plan aims to prevent an inappropriate party from controlling the company's financial and business policies.

The board of directors, including four audit & supervisory committee members (three of whom are outside directors), unanimously approved the plan's continuation. It includes a gratis allotment of stock acquisition rights as a potential countermeasure. The plan emphasizes shareholder will, requiring a general shareholders meeting to confirm intentions before implementing countermeasures if a large-scale purchaser complies with stipulated procedures. The plan's effective period will be until the conclusion of the company's annual shareholders meeting pertaining to the fiscal year ending within three years from January 2029.

The company's major shareholders as of October 31, 2025, include The Master Trust Bank of Japan, Ltd. (Trust Account) with 8.43%, UH Partners 2 Investment Limited Partnership with 6.80%, and Hikari Tsushin Inc. Investment Limited Partnership with 6.43%.