Announcement of Opinion Supporting the Tender Offer by ECM Master Fund SPV 3, an Other Affiliated Company, and Recommendation to Apply

Overview of the Tender Offer

ECM Master Fund SPV 3 holds 31.34% of our company’s shares and commenced the first tender offer on September 16, 2025, acquiring 6,767,917 shares (31.34%). Since it was not possible to acquire more than two-thirds of voting rights after the first offer, a second tender offer (this tender offer) is being conducted at the same price of 4,100 yen. There are no upper or lower limits on the number of shares to be purchased, and the offer will be conducted from January 22, 2026 to March 6, 2026.

Opinion of Our Board of Directors and Establishment of Special Committee

Our Board of Directors, giving full respect to the recommendation of an independent special committee, has determined that this tender offer contributes to enhancing corporate value. The Board unanimously, excluding directors with conflicts of interest, expresses support for the tender offer and recommends shareholders to apply. The special committee has confirmed the fairness, appropriateness, and procedural fairness and has opined that the transaction is a fair one for general shareholders.

Post-Tender Offer Policy and Impact

If the tender offer is successful and the tender offeror group’s voting rights exceed two-thirds of total shareholders, and if all shares cannot be acquired, procedures such as a squeeze-out through share transfer requests or share consolidation will be conducted to privatize the company’s shares. The tender offeror plans to respect the intentions of management while promoting measures to enhance corporate value, including strengthening corporate governance and revising incentive compensation systems.

Valuation of Share Value and Appropriateness of Tender Offer Price

Our company commissioned KPMG, an independent third-party appraiser, to value the shares using the market stock price method (1,588 yen to 1,615 yen) and DCF method (2,320 yen to 2,893 yen). The tender offer price of 4,100 yen significantly exceeds the upper bound of these valuations and offers approximately a 154.7% premium over Takao Asset Management’s tender offer price, making it fair and reasonable.

Elimination of Coercion and Market Check

Although there is a theoretical concern of coercion since no lower limit is set for the number of shares to be purchased, the tender offeror is considering exit opportunities on equivalent terms for shareholders who do not apply. The tender offer period exceeds the legally minimum period and is set at 30 business days, allowing for indirect market checks.