Translation
Notice: This document is a translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between
this translated document and the original Japanese document, the latter shall prevail.
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Denyo Co., Ltd.
TokyoPresident
Director & Managing Executive Officer
Chief Executive Administration Division

May 9, 2024
(Stock code: 6517)
Takanori Yoshinaga
Makoto Tanabe

TEL +81-3-6861-1111

Notice of Discontinuation (Termination) of Countermeasures to Large-Scale Acquisitions of the CompanyShares (Takeover Defense Measures)
At a meeting of the Board of Directors held on May 9, 2024, Denyo Co., Ltd. (the “Company”) resolved not tocontinue the “Countermeasures to Large-Scale Acquisitions of the Company's Shares (Takeover Defense Measures)”(hereinafter referred to as “this Plan”) and to terminate this plan at the conclusion of the Ordinary General Meetingof Shareholders of the Company for the 76th business year to be held on June 27, 2024 (hereinafter referred to as “thisOrdinary General Meeting of Shareholders") when this Plan expires, and hereby announces details thereof as follows.
Description
The Company obtained the shareholders’ approval to introduce this Plan at the ordinary general meeting ofshareholders of the Company for the 61st business year held on June 26, 2009 as a measure to prevent decisions on theCompany's financial and business policies from being controlled by persons deemed inappropriate (Article 118,Item3(b) (ii) of the Enforcement Regulations of the Companies Act) under the "basic policy regarding the persons who
control decisions on the Company's financial and business policies" (as provided in Article 118, Item 3 of theEnforcement Regulations of the Companies Act; the “Basic Policy”) in order to continue to ensure and enhance thecorporate value of the Company and the common interests of its shareholders.
Thereafter, this Plan has been approved by shareholders four times in the past, maintaining its basic content and has
been continued to date. However, after careful consideration by the Board of Directors of the Company in light ofrecent trends in takeover defense measures, the opinions of shareholders, and other factors, the Company decided todiscontinue this Plan and to terminate it at the conclusion of this Ordinary General Meeting of Shareholders when thisPlan expires .
Even after the termination of this Plan, the Company will continue to implement various measures, including its
medium-term management plan, to ensure sustainable growth and meet the trust of shareholders and otherstakeholders, as well as continuously strengthen corporate governance, in order to ensure and enhance the Company'scorporate value and the common interests of its shareholders.
Even after this Plan is terminated, in the event of a large-scale acquisition that could harm the corporate value of theCompany and the shareholders’ common interests, the Company will request those who conduct such action to provide
necessary and sufficient time and information so that the Company’s shareholders will be able to properly determine
the appropriateness of such action. In addition, the Company will take measures that considered to be applicable andappropriate at the time within the extent permitted by the Financial Instruments and Exchange Act, the Companies Actand other relevant laws and regulations of Japan, including disclosing the opinions of the Board of Directors of theCompany, etc., to ensure that shareholders have the opportunity to properly evaluate such action.

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