Continuation of the Policy Concerning Large-Scale Purchases of the Company’s Shares (Takeover Response Policy)（PDF / 397KB）

May 15, 2026

Company name: Japan Airport Terminal Co., Ltd. Representative: Kazuhito Tanaka, Representative

Director and President

(Code: 9706, Prime Market, Tokyo Stock Exchange)

Inquiries: Shigetoshi Hosoya, Chief Managing

Executive Officer, Senior Vice

President, General Affairs Department

Telephone: 03-5757-8000

At a Board of Directors meeting held on May 11, 2023, the Company resolved to continue the policy concerning large-scale purchases of the Company's shares (takeover defense measures) (hereinafter referred to as the "Former Policy"). At the 79th Ordinary General Meeting of Shareholders held on June 28, 2023, the Company obtained shareholders' approval for the Former Policy. The Former Policy is effective until the conclusion of the 82nd Ordinary General Meeting of Shareholders of the Company scheduled for June 25, 2026 (hereinafter referred to as "this Ordinary General Meeting of Shareholders").

The Company hereby announces the following. Prior to the expiration of the Former Policy, at a Board of Directors meeting held on May 15, 2026, the Company resolved to partially revise the contents of the Former Policy in light of the "basic policies regarding the way a person is to control the determination of financial and business policies of the stock company" (hereinafter referred to as the "Basic Policy Concerning Company Control") stipulated in Article 118, Item 3 of the Regulations for Enforcement of the Companies Act and to continue the revised Former Policy (hereinafter, the policy concerning large-scale purchases of the Company's shares after the revision is referred to as the "Policy"). Although the revision of the Policy will become effective as of today, the Policy will be subject to approval of shareholders at this Ordinary General Meeting of Shareholders (by a resolution adopted by a majority of the voting rights of attending shareholders (limited to shareholders with voting rights, including those who exercise their voting rights by submitting the Voting Rights Exercise Form or electronically; The same shall apply hereinafter.) The approval at this Ordinary General Meeting of Shareholders shall hereinafter be referred to as the "General Meeting of Shareholders' Approval"). If the General Meeting of Shareholders' Approval is not obtained, the Policy will expire at the conclusion of this Ordinary General Meeting of Shareholders.

The main revisions from the Former Policy are as follows.

• Revisions to organize and clarify the definitions of terms such as "large-scale purchase" and "specific shareholder group"

• The necessary corrections, including clarifying the information to be submitted regarding large-scale purchases, pursuant to the enforcement of the Act to Partially Amend the Financial Instruments and Exchange Act and the Act on Investment Trusts and Investment Corporations (Act No. 32 of 2024) on May 1, 2026

At this point in time, the Company has not received any proposal to conduct a large-scale purchase of the Company's shares.

1. Basic Policy Concerning Company Control

   The Company believes that in the event of a large-scale purchase of the Company's shares, the final decision as to whether or not to accept the proposed purchase should be left to the Company's shareholders at that time. At Haneda Airport, the Company is engaged in the construction, management, and operation of the domestic terminal in the aviation-related business. The Company made Tokyo International Air Terminal Corporation a consolidated subsidiary in April 2018 and is doing business as an even more efficient terminal operator, running the domestic and international terminals in an integrated manner. On the other hand, as a non-aviation business, the Company is engaged in merchandise sales and other businesses at Haneda Airport, Narita International Airport, Kansai International Airport, and Chubu International Airport. The Company is striving to expand and improve terminal buildings in response to the rapid development of the aviation industry, based on the earnings from these businesses. The Company has also been developing business outside of airports by utilizing the accumulated know-how. Therefore, the Company believes that those who control decisions on the Company's financial and business policies must have appropriate recognition of the high level of safety and public nature of the passenger terminal business, as well as an understanding of the critical management resources that are the source of the Company's corporate value (highly original technology and know-how, knowledge and information in specific market fields, deep relationships of trust with business partners cultivated over a long period of time, high-quality human resources with expertise in specialized fields, etc.).

   The Company aims to maximize the value provided to all stakeholders by revitalizing the movement of people across Japan through the airport-wide optimization initiatives at Haneda Airport, which serves as Japan's gateway to the skies and a key hub for domestic and international connections, thereby contributing to the maximization of air passenger traffic in Japan. Recognizing the important role that Haneda Airport plays in Japan's economic growth and regional revitalization, the Company will steadily implement its Medium-Term Business Plan with the aim of enhancing medium- to long-term corporate value and achieving sustainable growth.

   Under these circumstances, the Company is promoting investor relations activities to facilitate shareholders' and investors' understanding of the Company's business activities, policies, etc. In the event that a person who intends to conduct a large-scale purchase (hereinafter referred to as a "Large-Scale Purchaser") suddenly appears, in order for the Company's shareholders to make an appropriate judgment within a short period of time as to the impact of the proposed large-scale purchase on the Company's corporate value and the common interests of its shareholders, the Company believes it is essential that both the Large-Scale Purchaser and the Company's Board of Directors provide appropriate and sufficient information on the impact of the proposed large-scale purchase on the Company and on the management policy, business plan, etc. intended by the Large-Scale Purchaser if the Large-Scale Purchaser participates in the Company's management. Furthermore, the Company believes that the presentation of the results, etc., of the assessment by the Company's Board of Directors of the proposed large-scale purchase will contribute to the shareholders' decision-making.

   As a result of considering the above, the Company believes that, in the event of a large-scale purchase, it is necessary for the Large-Scale Purchaser to provide the Company's Board of Directors with necessary and sufficient information on the proposed large-scale purchase in advance in accordance with certain rules established by the Company and disclosed in advance (hereinafter referred to as the "Large-Scale Purchase Rules." For details, see (3).) for the benefit of shareholders' decision-making. Moreover, in order to prevent a malicious large-scale purchase of the Company's shares that would damage the Company's corporate value and the common interests of its shareholders, the Company believes that it is necessary for the Company to ask the Large-Scale Purchaser reasonable questions and demand that the Large-Scale Purchaser's proposal be improved, or to ensure that shareholders have an opportunity to be presented with a reasonable alternative proposal that is beneficial to them. Furthermore, the Company believes that reasonable measures need to be implemented against a large-scale purchase that does not comply with the Large-Scale Purchase Rules from the perspective of maintaining and enhancing corporate value and the common interests of shareholders.

2. Special Initiatives that Contribute to Realization of the Basic Policy Concerning Company Control

   As special initiatives that contribute to realization of the Basic Policy Concerning Company Control, the Company is implementing the following initiatives in addition to those described in (3) below to maintain and enhance corporate value and the common interests of shareholders.

   1. Initiatives based on the Medium-Term Business Plan

      The Company is fully committed to further strengthening safety measures in order to ensure absolute safety at its passenger terminal facilities. At the same time, with the aim of operating passenger terminal buildings from the customer's perspective, the Group, under its Customer Service philosophy of "PAX INTRANTIBVS SALVS EXEVNTIBVS (Peace to those who enter, hail to those who leave)," remains firmly committed to a customer-first approach, proactive human resource development, and company-wide efforts to further enhance service quality and improve profitability.

      In formulating the Group's new Medium-Term Business Plan commencing in fiscal 2026, the Group revisited its Long-Term Vision. Returning to its founding principles of contributing to Japan's national interests through the construction, management, and operation of passenger terminal facilities with private-sector capital in place of the government during the financially constrained postwar period, the Group established a new vision for the future: to become "an airport that contributes to maximizing the number of air passengers in Japan" by revitalizing mobility and passenger flows throughout Japan through airport-wide optimization at Haneda Airport, Japan's gateway to the skies and a hub for connections.

      To realize this vision, the Group has identified three strategic directions: "maximizing metropolitan airports utilization," "capturing Asia's economic growth," and "creating domestic travel demand." Based on these directions, the Group has redefined its new Long-Term Vision as evolving "from a 'demand-driven' passenger terminal operator to a 'demand-creating' anchor at the airport ("Anchor Role"), realizing co-creation and expanding the results nationwide."

      By fulfilling its role as the "Anchor Role" and pursuing value creation through co-creation and airport-wide optimization, the Group will enhance value for all stakeholders by contributing to the growth of air passenger traffic in Japan.

      The five-year period of the new Medium-Term Business Plan (FY2026-FY2030) is positioned as a "transformation phase toward our vision." Through quality growth under stable demand, the Group aims to strengthen its cash flow generation capabilities in preparation for future large-scale investments and transform itself into an "Anchor Role" that proactively contributes to the creation of air travel demand across Japan, while pursuing sustainable growth over the long term.

      Under the new Medium-Term Business Plan, the Group first defines its targeted vision for 2030 as becoming "the Anchor at Haneda Airport," trusted by all stakeholders. Based on a stakeholder-oriented approach, the Group has revised its materiality and established "stronger cash flow generation" and "expanding our contribution and strengthening stakeholder leadership capabilities" as the key strategic directions to be realized through three core strategies: "Efficiency," "Value," and "Co-creation."

      Under "Efficiency," the Group will promote cost of capital management and allocate management resources intensively toward growth areas. By clarifying investment profitability discipline, streamlining unprofitable businesses, restructuring Group functions, and reducing non-operating assets, the Group will improve asset efficiency and establish a lean and resilient management structure capable of promoting new value creation.

      Under "Value," the Group will strengthen the earning power of its terminal operations by flexibly responding to passenger traffic flows, dwell time, and increasingly diverse customer needs. At Terminal 2, the Group will advance the reconfiguration of commercial functions through the integration of domestic and international operations in order to capture transfer demand. In addition, through strengthening CRM initiatives, expanding

      e-commerce services, reducing waiting times through the introduction of duty-free vending machines, and enhancing the attractiveness of terminal stay experiences, the Group will create "valuable time" for passengers, thereby increasing both customer satisfaction and spending per customer.

      Under "Co-creation," the Group will work toward building a platform for Total Airport Management (TAM), which integrates and visualizes airport-related data currently dispersed among individual companies and enables coordinated responses and collaboration based on sophisticated forecasting. In addition, recognizing decarbonization as an essential requirement for an airport that continues to be chosen by airlines around the world, the Group will strongly promote decarbonization initiatives not only within its own operations but also beyond terminal facilities, working together with stakeholders to realize "Airport GX (Green Transformation)."

      Furthermore, by deepening collaboration with the areas surrounding Haneda Airport as well as regions across Japan and expanding the scope of its business activities, the Group aims to expand revenue opportunities beyond the Haneda Airport terminals themselves.

      As the foundation for steadily executing these core strategies and achieving corporate transformation, the Group will strengthen its human capital management by increasing investment in personnel and developing a team of talent actively shaping its own future. Evolving into a group of professionals who possess airport operation expertise and experience, pursue airport-wide optimization, and create demand through flexible and innovative mindset will serve as the driving force behind the execution of the Group's strategies. Improvements in workforce productivity will form the foundation of a virtuous cycle that delivers both high-quality customer service and strong financial returns.

      With regard to the Group's capital allocation policy aimed at balancing growth investments and shareholder returns, the Group will seek to optimally combine cash generation from business activities with debt financing in order to execute large-scale investments while achieving both sustainable growth and a high level of shareholder returns.

      Recognizing the important role that Haneda Airport plays in Japan's economic growth and regional revitalization, the Group will steadily implement this Plan with the aim of enhancing medium- to long-term corporate value and achieving sustainable growth.

   2. Initiatives to Strengthen and Enhance Corporate Governance
      1. Basic Policy on Corporate Governance

         Based on the recognition that corporate governance is an important management issue, the Company has appointed Outside Directors to ensure management transparency since its establishment. The Company previously had a Board of Corporate Auditors system. However, upon approval of an amendment to the Articles of Incorporation at the 78th Ordinary General Meeting of Shareholders held on June 24, 2022, the Company transitioned to a company with an Audit and Supervisory Committee structure. The Board of Directors, which meets once a month in principle, consists of 15 Directors (comprising 7 full-time Directors and 8 part-time Outside Directors, including 6 Independent Outside Directors) and makes decisions on basic management policies, matters stipulated by laws and regulations, and other important management matters, as well as supervising the execution of business operations. The Audit & Supervisory Committee consists of 1 full-time Director and 3 Independent Outside Directors who are Audit & Supervisory Committee Members. The Directors who are Audit & Supervisory Committee Members attend Board of Directors meetings and other important meetings to monitor the legality and appropriateness of the Directors' execution of business, as well as the transparency and soundness of management.

      2. Details of the Company's Organization

The Company's Board of Directors consists of 15 Directors, including 8 part-time Outside Directors. The Board of Directors meets once a month in principle to make decisions on basic management policies, matters required by laws and regulations, and other important management matters, and to supervise business execution. The Executive Committee, consisting of full-time Directors and Executive Officers, meets once a week in principle to discuss basic policies and important matters related to business execution based on management policies decided by the Board of Directors, and supervises overall business operations.

Furthermore, the term of office of Directors, excluding Directors who are Audit & Supervisory Committee Members and executive officers, is set at one year in order to respond quickly to changes in the business environment.

The Company is a company with an Audit and Supervisory Committee, and the Audit & Supervisory Committee consists of four Directors, including three Independent Outside Directors. Directors who are Audit & Supervisory Committee Members attend Board of Directors meetings and other important meetings to monitor the legality and appropriateness of the Directors' execution of business, as well as the transparency and soundness of management.

In addition to the above, the Remuneration Advisory Committee consists of Independent Outside Directors and a full-time Director and meets several times each year. It was established as an advisory body to the Board of Directors to ensure transparency, appropriateness, and objectivity of the remuneration system, etc. for Directors, and to discuss and report on the remuneration system, etc. for Directors. The Committee is chaired by an Independent Outside Director.

Moreover, the Nomination Advisory Committee consists of Independent Outside Directors and a full-time Director and meets several times each year. It was established as an advisory body to the Board of Directors to discuss and make recommendations on the nomination of candidates for Directors and Executive Officers, based on the policy of selecting candidates for Directors and Executive Officers who have a wealth of experience, a prominent level of insight, and a prominent level of expertise. The Committee is chaired by an Independent Outside Director.

Further, with the aim of establishing a sound and highly transparent governance framework, the Company established the Corporate Governance Committee on July 1, 2025, as a voluntary advisory committee composed primarily of Independent Outside Directors. The Committee discusses and evaluates the appropriateness of the Corporate Governance Basic Policy, reviews and improves the effectiveness of the Board of Directors, and provides recommendations to the Board of Directors.

Although there are transactions between the companies with which the Outside Directors are associated and the Company, such as leasing of the passenger terminal building and facilities management on consignment, these are all general transactions between companies, and there are no transactions in which the Outside Directors personally have a direct interest.

With regard to the status of accounting audits, the Company has engaged EY Ernst & Young ShinNihon LLC to perform the statutory audits required under the Companies Act and the Financial Instruments and Exchange Act, and there are no special interests between the said auditing firm and the Company and the managing partners of the said firm engaged in auditing the Company.

With regard to risk management, the Company has established the Risk Management Committee, chaired by the Representative Director and President, to enhance risk management systems across the entire Group. The committee identifies key risks (high-priority risks), decides on corresponding measures, establishes systems to repeatedly review the status of these measures and verify their effectiveness, and reports to the Board of Directors as appropriate, creating a structure for the oversight of risk management.