Notice Regarding Commencement of Tender Offer for Our Shares by ECM Master Fund SPV 3

Overview of the Tender Offer

ECM Master Fund SPV 3 has commenced a tender offer for ordinary shares of Soft99 Corporation effective January 22, 2026. The offer price is 4,100 yen per share, identical to the first tender offer price. The scheduled number of shares to be purchased is 13,790,762 with no upper or lower limits set. The tender offeror group already holds 31.34% of the shares, and this tender offer is a repeated offer following failure to acquire voting rights exceeding two-thirds of total shareholders.

Background and Future Policy of the Tender Offer

The tender offeror judged the target company's stock price to be undervalued relative to its corporate value and initiated the first tender offer to protect minority shareholders’ interests. The first tender offer successfully acquired 31.34% of shares but did not reach the two-thirds threshold of voting rights, thus a repeat tender offer was decided. Upon successful tender offers, the offeror plans to support strengthening corporate governance and revising management structures, promoting the transition to a company with a nominating committee system and increasing the proportion of independent outside directors. Additionally, revisions to executive compensation schemes and compliance enhancements are planned. If two-thirds or more voting rights are acquired post-offer, a squeeze-out procedure will be conducted, with the possibility of delisting.