Notice of Extraordinary General Meeting of Shareholders Concerning Partial Amendments to the Articles of Incorporation, Issuance of Class Shares by Third-Party Allotment, Reduction of Capital Stock and Capital Surplus, Stock Consolidation, and Abolition of the Stipulation of Number of Shares per Unit

Overview of Tender Offer and Capital Policies

The tender offer by KJ003 Corporation for Forum Engineering Inc.'s common shares was completed on 2025-12-23, acquiring 55.89% of shares. Subsequently, the company will implement a third-party allotment capital increase amounting to 24,504,000,000 yen and reduce capital stock and capital surplus. Furthermore, in order to consolidate shareholders to solely KJ003 Corporation, a stock consolidation consolidating 9,920,420 shares into 1 share is planned. These capital policies aim to secure funds for the treasury stock tender offer and achieve delisting.

Impact on Shareholders and Future Outlook

As a result of the stock consolidation, holdings of other shareholders will result in fractional shares of less than one share, which are scheduled to be sold to KJ003 Corporation with court approval. Proceeds from this sale will be distributed to fractional shareholders. Following the delisting of shares, the company will be removed from the Tokyo Stock Exchange Prime Market on 2026-05-13. The Board of Directors and the Independent Special Committee have determined that this transaction is not disadvantageous to minority shareholders, and have obtained valuations from multiple third-party appraisal institutions to ensure fairness.