February 16 2026 Company Name: AnGes Inc.
Presentative: Ei Yamada, President & CEO
At the meeting of the Board of Directors held today, AnGes, Inc. (the "Company") resolved to introduce a policy regarding actions to address large-scale purchases of the Company's shares, etc. (the "Plan"), as one of the initiatives taken in accordance with (i) the Basic Policy concerning the manner of persons who control the determination of the Company's financial and business policies (as defined in Article 118, Item 3 of the Ordinance for Enforcement of the Companies Act; the "Basic Policy") and (ii) the measures to prevent decisions on the Company's financial and business policies from being controlled by an inappropriate party in light of the Basic Policy (Ordinance for Enforcement of the Companies Act, Article 118, Item 3, ro (2)). The purpose of the Plan is to secure and enhance the Company's corporate value and the common interests of its shareholders. We hereby announce that the Board adopted the resolution to introduce the Plan as set out below.
Although the Plan is introduced by a resolution of the Board of Directors, as described below, it may be abolished by a resolution of the General Meeting of Shareholders or by a resolution of the Board of Directors composed of directors elected at such a meeting; accordingly, mechanisms are in place for the collective will of shareholders to abolish the Plan. Furthermore, in order to better reflect the intentions of shareholders, the Company intends to submit the Plan as an ordinary-resolution agenda item at the Annual General Meeting of Shareholders scheduled for March 2026 (the "AGM").
The Plan will take effect as of today; provided, however, that if shareholder approval for the foregoing agenda item is not obtained at the AGM, the Plan will be abolished immediately.
All three of the Company's outside Audit & Supervisory Board Members attended the Board meeting at which the introduction of the Plan was resolved and expressed the view that the Plan is appropriate as a response measure concerning large-scale purchases of the Company's shares, etc.
Measures Regarding Large-Scale Purchases of the Company's Shares, etc.
Basic Policy Concerning the Manner of Persons Who Control Decisions on the Company's Financial and Business Policies
As a listed company, the Company respects the free trading of its shares in the market and does not categorically reject large-scale purchases of the Company's shares by specific parties, so long as such purchases contribute to securing and enhancing the corporate value of the Company group and the common interests of shareholders. Ultimately, whether to accept a proposal for a large-scale purchase of shares should be left to the decision of shareholders.
However, certain proposals for large-scale share purchases may, for example, risk undermining sound relationships with stakeholders, thereby potentially impairing the corporate value of the Company group and the common interests of shareholders; may fail to adequately reflect the value of the Company group; or may not furnish shareholders with sufficient information necessary for their final decision.
With respect to such proposals, the Board of Directors recognizes that, as a body entrusted by shareholders, it has a duty to secure the necessary time and information, to negotiate with the proposer of the large-scale purchase of shares, and to take other actions for the benefit of shareholders.
While the Company abolished its prior takeover defense measures on February 20, 2012, since then purchase schemes-including tender offers-have diversified and accelerated, and coordinated actions and indirect ownership have become more complex, leading to an increasing number of situations in which shareholders are pressed to decide within a short period. At the same time, for a research and development-driven company such as ours, it is important to ensure opportunities for appropriate evaluation of medium-to long-term value, including our pipelines and stakeholder relationships. In light of these circumstances, the Company is reintroducing the Plan to institutionalize the presentation of rules to acquirers, information disclosure, and the securing of evaluation periods, with the aim of securing and enhancing corporate value and the common interests of shareholders.
Special Initiatives to Realize the Basic Policy
Initiatives to Enhance Corporate Value
Rather than pursuing short-term expansion of corporate scale or sales, the Company aims for medium- to long-term, sustainable growth.
Since its founding, the Company has sought to deliver medicines to patients suffering from diseases for which there are no established treatments or that are considered difficult to treat, by developing unprecedented pharmaceuticals harnessing the power of genes. Although new drug development is highly challenging, we conduct our business to contribute to improving the quality of life (QOL) of people around the world through pharmaceutical development.
We believe that, for a company to achieve medium- to long-term, sustainable growth, it is important to make steady progress toward these goals. To rigorously assess safety and confirm efficacy through successive studies, we will collaborate with a wide range of stakeholders, including academia, and steadily
build a track record; we consider this the most effective way to enhance corporate value.
Specifically, while steadily advancing clinical trials for products currently under development, we will consider expanding target indications. We will also consider introducing (in-licensing) products-primarily for rare diseases-that help eliminate drug loss and drug lag. Furthermore, for long-term corporate development, we will promote in-house discovery research and, through joint research with academia, venture companies, and startups, identify new seeds and work to create innovative therapies.
We will continue to work together with stakeholders to enhance corporate value through the development of pharmaceuticals.
Corporate Governance
To realize our Mission-"Harnessing the power of genes to deliver treatment opportunities to all"-and our Vision-"As a global leader in gene medicines, bring innovation to diseases that still lack effective treatments and contribute to improving QOL worldwide"-we regard the further enhancement of corporate governance as a fundamental approach: fulfilling our social mission and responsibility as a listed company, ensuring proper operations, and preserving and creating corporate value.
We place importance on building a management structure capable of responding more quickly and agilely to changes in the business environment, ensuring legal compliance and management transparency, strengthening oversight of management and execution, and establishing a framework that earns the trust of stakeholders including shareholders.
Specifically, the Company has adopted the Audit & Supervisory Board system and has both a Board of Directors and an Audit & Supervisory Board. To promote the common interests of shareholders, independent outside directors constitute a majority of the Board of Directors, and all Audit & Supervisory Board Members are independent outside members.
Current Shareholder Structure and Rationale for Introduction
The Company's shareholder base is highly dispersed; as of December 31, 2025, the largest shareholder held 2.57% (see Appendix 3). While dispersion reflects a high degree of marketability, it can render the Company relatively vulnerable to short-term, concentrated purchases or coordinated actions. As an R&D-driven company, we will institutionalize the prior presentation of rules (e.g., information disclosure and evaluation periods) so that shareholders can make appropriate decisions from a medium- to long-term value perspective, thereby securing and enhancing corporate value and the common interests of shareholders.
Measures to Prevent Decisions on the Company's Financial and Business Policies from Being Controlled by Inappropriate Parties in Light of the Basic Policy
Purpose of the Plan
The Plan has been introduced in accordance with the Basic Policy described in Section I, with the aim of securing and enhancing the Company's corporate value and, ultimately, the common interests of
shareholders. The Plan clarifies the rules that must be observed by any person seeking to conduct a large-scale purchase of the Company's shares, ensures that shareholders are provided with the information and time necessary to make an appropriate judgment, and secures opportunities for the Company to negotiate with such a person.
Outline of the Plan
As set forth below, the Plan establishes rules that must be observed by any person seeking to conduct a large-scale purchase of the Company's shares. The Plan also makes clear that, if certain conditions are satisfied, the Company may implement countermeasures, which could result in disadvantages to such a purchaser. By appropriately disclosing these matters, the Plan serves as a warning to persons whose large-scale purchases would not contribute to the Company's corporate value or the common interests of shareholders.
In implementing countermeasures under the Plan, the Company seeks to eliminate arbitrary decision-making by the Board of Directors and to ensure the objectivity and rationality of the Board's judgments and responses. To this end, in accordance with the Independent Committee Rules (a summary of which is provided in Appendix 1), the Company will respect to the maximum extent the recommendations of the Independent Committee, which is composed solely of individuals independent from the Company's executive management-namely, outside directors, outside Audit & Supervisory Board Members, or external experts (experienced corporate executives, former government officials, attorneys, certified public accountants, academics, or equivalent). Transparency will also be ensured through timely disclosure to shareholders. Upon introduction of the Plan, the Independent Committee is expected to consist of the three individuals listed in Appendix 2.
As of December 31, 2025, the status of the Company's major shareholders is as described in Appendix
The Company has not, at present, received any proposal concerning a large-scale purchase of the Company's shares.
Details of the Plan
Procedures under the Plan
① Large-Scale Purchases Subject to the Plan
The Plan applies when any of the acts set forth in items (ⅰ), (ⅱ), or (ⅲ) below-namely, purchases of the Company's shares, etc., or similar actions (excluding those approved by the Board of Directors of the Company; such actions are hereinafter collectively referred to as "Large-Scale Purchases")-are conducted.
Any person who conducts or seeks to conduct a Large-Scale Purchase (hereinafter, a "Purchaser") must comply in advance with the procedures prescribed in this Plan.
A purchase of the Company's shares, etc.1that results in the Shareholding Ratio3(kabuken-tō hoyū wariai) of the purchaser as holder2of the Company's shares, etc. reaching 20% or more.
A tender offer5for the Company's shares, etc.4in which the aggregate Share Ownership Ratio6
(kabuken-tō shoyū wariai) of the tender offeror or and its Specially Related Parties7reaches 20% or more.
Regardless of whether any of the acts set forth in item (ⅰ) or (ⅱ) above has been undertaken, any act conducted by a particular shareholder with one or more other shareholder(s) of the Company that constitutes an agreement or other act under which such other shareholder(s) come(s) to fall within the category of Joint Holder(s) of such particular shareholder as a result of such act, or establishes a relationship8between such particular shareholder and such other shareholder(s) in which one substantially controls the other or they act jointly or in concert9; provided, however, that this item applies only where, with respect to the Company's shares, etc., the total of the respective Shareholding Ratio or the Share Ownership Ratio of such particular shareholder and such other shareholder(s) reaches 20% or more.
② Advance Submission of a Letter of Intent to the Company
Prior to executing any Large-Scale Purchase, the Purchaser shall submit to the Company's Board of Directors, in Japanese and in the Company's prescribed format, a written document (the "Letter of Intent") that includes a covenant to comply with the procedures prescribed in this Plan when conducting a Large-Scale Purchase.
Specifically, the Letter of Intent shall include the following matters:
Overview of the Purchaser
Name (for an individual) or corporate name (for an entity) and address or registered office
Name and title of the representative
Corporate purpose and description of business
Overview of major shareholders or large investors (top 10 by shareholding or investment ratio)
Domestic contact information
Governing law of establishment
The number of the Company's shares, etc. currently held by the Purchaser and the Purchaser's trading status of the Company's shares, etc. during the 60 days prior to submission of the Letter of Intent.
An outline of the Large-Scale Purchase proposed by the Purchaser (including the class and number of the Company's shares, etc. to be acquired through the Large-Scale Purchase, as well as the purpose(s) of the Large-Scale Purchase-such as acquisition of control or participation in management, pure investment or policy investment, transfer of the Company's shares, etc. to a third party after the Large-Scale Purchase, or Important Proposal Acts, etc.10; if there are multiple purposes, all of them shall be stated, together with their details).
③ Provision of the "Required Information"
When the Purchaser submits the Letter of Intent described in item ② above, the Purchaser
(Note)This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.