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

Overview of Share Consolidation and Tender Offer

Takara Bio Inc. has been acquired at 87.27% of shares as of April 13, 2026, through a tender offer by its parent company, Takara Holdings Inc. In response, an extraordinary general meeting of shareholders will be held on May 20, 2026, to propose the consolidation of 15,332,374 shares into one share. This will drastically reduce the number of issued shares from approximately 120 million shares to 6 shares, leaving only the tender offeror as shareholders. The tender offer price is set at ¥1,150, raised from the initial ¥950 after several rounds of negotiation.

Outlook on Delisting and Amendments to the Articles of Incorporation

Following the share consolidation, the company will meet the delisting criteria of the Tokyo Stock Exchange and will be designated as a securities to be delisted from May 20 to June 11, 2026, with delisting scheduled for June 12, 2026. As a result, trading on the relevant market will no longer be possible. Concurrently, partial amendments to the articles of incorporation are planned, including abolition of the designation of the number of shares per unit and changes to the total number of authorized shares. These amendments will become effective on June 16, 2026, subject to approval at the shareholders meeting. These measures are aimed at the full subsidiary formation via the tender offeror, with fairness measures implemented by an independent special committee and a third-party valuation institution to protect shareholders’ interests.