Notice Regarding Implementation of MBO and Recommendation to Tender

Overview of Shareholder Value and Going-Private via MBO

This IR announces a series of transactions centered on a management buyout (MBO) aimed at acquiring and concentrating shares of HOB Co.,Ltd. by the tender offeror chaired by Iwao Takahashi, including a recommendation to shareholders to tender and subsequent corporate reorganizations (squeeze-out procedures / share exchange). The offer period is from November 9, 2026 to December 21, 2026, and the offer price is 1,140 yen per share. Delisting has been decided for January 1, 2027, and after the MBO it is expected that only the tender offeror and Iwao Takahashi will remain as shareholders.

Fairness of the Transaction and Impact on Shareholders

This transaction is an MBO and a special committee was established to ensure fairness. An equity valuation report by KPMG and legal advice from City-Yuwa Law Offices were used to maintain independence in the deliberation process, and 1,140 yen was informally agreed as the final proposed price. Conditions for handling fractional shares and for the share exchange are set through squeeze-out procedures, and recognizing the loss of liquidity until delisting, the policy is to provide a fair opportunity to sell.