Notice of Extraordinary General Meeting of Shareholders Regarding Stock Consolidation, Abolition of the Minimum Trading Unit, and Partial Amendments to the Articles of Incorporation

Overview of Stock Consolidation and Delisting

Sumitomo Densetsu Co., Ltd. will consolidate 1,048,714 shares into 1 share on March 5, 2026, thereby reducing the total number of issued shares from 35,188,951 shares to 33 shares. As a result, the stock will be designated as a security under watch from February 9, 2026, until March 2, 2026, with delisting scheduled for March 3, 2026, from the Tokyo Stock Exchange Prime Market. Fractional shares of less than one share resulting from the stock consolidation will be sold, and the proceeds will be distributed to shareholders.

Tender Offer and Relationship with Controlling Shareholder

Through a tender offer by Daiwa House Industry Co., Ltd., the company aims to acquire shares of Sumitomo Densetsu and ultimately make it a wholly owned subsidiary. The tender offer price is 9,760 yen per share, decided after multiple price negotiations. Sumitomo Electric Industries plans to sell all its owned shares, and a non-tender agreement as well as a business alliance agreement have been concluded between the tender offeror and Sumitomo Electric Industries. These transactions have undergone review by an independent special committee to ensure fairness.

Partial Amendments to Articles of Incorporation and Abolition of Minimum Trading Unit

In connection with the stock consolidation, the provision for the minimum trading unit will be abolished, and the total number of authorized shares will be reduced from 73 million shares to 132 shares through amendments to the articles of incorporation. These changes are expected to take effect on March 5, 2026, subject to approval at the extraordinary general meeting of shareholders on February 9, 2026. Due to delisting, provisions regarding the record date for shareholders meetings and measures for electronic provision will also be removed.

Future Outlook and Impact on Shareholders

After the stock consolidation, only the tender offeror and Sumitomo Electric Industries will remain as shareholders, advancing the transition to a non-listed company. The proceeds from fractional share sales are expected to be distributed to shareholders around June 2026. Although trading on the Tokyo Stock Exchange will cease following delisting, the tender offer price has been deemed appropriate based on evaluations by multiple independent entities.