Notice Regarding Stock Consolidation, Abolition of the Designation of the Number of Shares per Unit, and Partial Amendment of Articles of Incorporation

Purpose and Background of Stock Consolidation and Going Private

Taiheiyo Kogyo Co., Ltd. plans to conduct a stock consolidation on April 15, 2026, consolidating 27,814,216 shares into one share in conjunction with the management buyout (MBO) by the tender offeror, CORE Corporation. Consequently, the total issued shares will become 2 shares and the designation of the number of shares per unit will be abolished. The stock consolidation is positioned as a rational choice aimed at enhancing corporate value. Taking into account funding restrictions from the capital markets due to delisting and changes in social credibility, it facilitates the swift execution of medium- to long-term measures such as securing competitive advantages and strengthening technological development capabilities.

Impact on Shareholders and Measures to Ensure Fairness

As a result of the stock consolidation, shareholders other than the tender offeror will hold fractional shares less than one share, which will be sold to the tender offeror with court approval, and the proceeds from such sales will be delivered to the shareholders. The tender offer price has been raised to ¥3,036 as of January 2026, and valuation reports from several independent third-party appraisal institutions have been obtained to ensure fairness. A special committee has been established, creating a structure for deliberation and negotiation to avoid conflicts of interest and ensure fairness in decision-making. It has been confirmed that minority shareholders will not be disadvantaged. The delisting is scheduled for April 13, 2026, at which point trading of the company's shares on the Tokyo Stock Exchange Prime Market and Nagoya Stock Exchange Premier Market will end.