Notice of Extraordinary General Meeting of Shareholders Regarding Share Consolidation, Abolition of the Number of Shares per Unit, and Partial Amendment of the Articles of Incorporation

Overview of Share Consolidation and Privatization

Hogi Medical Co., Ltd. plans to implement a share consolidation on May 19, 2026, consolidating 7,186,355 shares into one share, following the acquisition of 87.63% of shares through a tender offer by the tender offeror, TCG2509 Co., Ltd., with the aim of privatization. As a result, the total number of issued shares will decrease from 22,535,463 to 3 shares, and the Company will be delisted from the Tokyo Stock Exchange Prime Market on May 15, 2026. Fractions of less than one share resulting from the consolidation will be sold to the tender offeror, and the proceeds will be distributed to shareholders. The tender offer price is 6,700 yen per share, which is considered a reasonable price with an appropriate premium for shareholders.

Measures to Ensure Fairness and Outlook

To ensure fairness of this transaction, an independent special committee has been established, and valuation reports were obtained from Nomura Securities and PwC Advisory, with legal advice received from legal advisors. The special committee unanimously recognized the fairness of the transaction, and the Board of Directors expressed support and recommends shareholders tender their shares. The tender offeror has set a purchase quantity exceeding the majority-of-the-minority threshold, considering protection of minority shareholders’ interests. After delisting, shares will no longer be tradable on the Tokyo Stock Exchange Prime Market; however, the company aims to enhance corporate value in the medium to long term through privatization.