Regarding the Purchase of Treasury Stock through Off-Auction Own Share Repurchase Transaction (ToSTNeT-3)

Overview of Treasury Stock Acquisition

Recruit Holdings Co., Ltd. resolved matters concerning the acquisition of treasury stock at the Board of Directors meeting held on October 16, 2025, based on the provisions of Article 156 of the Companies Act as applied mutatis mutandis by Article 165, Paragraph 3 of the same Act. The target for acquisition is the company’s common shares, with the total number of shares to be acquired capped at 38,000,000 shares (representing 2.68% of the total issued shares), and a total acquisition amount capped at 250 billion yen. The acquisition period is from October 17, 2025 to April 30, 2026. The acquisition methods will include (1) market purchases on the Tokyo Stock Exchange under a discretionary trading method, and (2) purchases via an off-auction own share repurchase transaction (ToSTNeT-3). A purchase order of 2,500,000 shares at the closing price of 8,096 yen will be placed in the ToSTNeT-3 transaction starting at 8:45 a.m. on December 9, 2025, with the acquisition results to be announced after the market closes the same day.

Background and Purpose of the Acquisition

This treasury stock acquisition is conducted to enhance shareholder returns and improve capital efficiency. Based on the Board of Directors' resolution, the company aims to increase shareholder value and improve management flexibility by acquiring treasury stock up to a certain percentage of issued shares. Specifically, the acquisition methods leverage both the discretionary trading method and the off-auction own share repurchase transaction (ToSTNeT-3), allowing for the purchase at appropriate timings based on market conditions.