Notification Regarding Stock Consolidation, Abolition of the Unit Share System, and Partial Amendment of Articles of Incorporation

Overview and Purpose of Stock Consolidation

BrainPad Inc. plans to implement a stock consolidation on March 19, 2026, consolidating 2,787,398 shares into one share, significantly reducing the number of outstanding shares from approximately 20,832,201 shares to 7 shares, following the successful tender offer by Fujitsu Limited. Consequently, shares held by shareholders other than the tender offeror will result in fractional shares less than one share, which will be sold to Fujitsu Limited with court approval, and the proceeds will be distributed to shareholders. This stock consolidation is the second step in a two-step acquisition aimed at fully acquiring the tender offeror's ownership, with the company's shares scheduled to be delisted from the Tokyo Stock Exchange Prime Market on March 17, 2026.

Impact on Shareholders and Measures to Ensure Fairness

An independent special committee has been established for this transaction to ensure fairness, transparency, and objectivity, with expert advice from Nomura Securities and Nagashima Ohno & Tsunematsu Law Offices. The tender offer price is 2,706 yen per share, representing a premium of up to 107.67% over the market price, and is deemed reasonable within the range of share value estimates using multiple valuation methodologies. The Board of Directors unanimously supports the transaction and recommends shareholders to tender their shares. The disadvantages of delisting are considered limited, and synergy effects such as accelerated growth leveraging the tender offeror’s strong business foundation and improved management flexibility are expected.