(Amendment) Partial Changes Regarding the “Implementation of MBO and Recommendation of Tender Offer Participation”

Overview and Changes of the Tender Offer

Regarding the tender offer for Taiheiyo Kogyo Co., Ltd., the offeror raised the purchase price from 2,919 yen to 3,036 yen per share as of January 9, 2026, and lowered the minimum tender quantity from 35,841,900 shares (62.02%) to 25,337,400 shares (43.84%). Accordingly, the tender offer period was extended until January 26, 2026. Effissimo Capital Management has agreed not to participate in this tender offer for its holding of 10,504,500 shares (18.18%) and also pledged to support the share consolidation-related proposals at the general shareholders’ meeting.

Purpose of the Tender Offer and Future Procedures

This tender offer aims to take the company private, and even if the tender offer does not succeed, the offeror intends to implement share consolidation and squeeze-out procedures under the Companies Act to ultimately become the sole shareholder of the company. If fractional shares arise from the share consolidation, shareholders may request a buyout at a fair price. Both the offeror and shareholders party to the non-participation agreement plan to support related proposals at the extraordinary shareholders’ meeting.

Special Committee’s Evaluation and Fairness of Procedures

The company’s special committee has determined that the transaction’s purpose is reasonable and will contribute to enhancing corporate value despite the increased tender offer price and changes to the minimum tender quantity. The tender offer price of 3,036 yen includes a 107.80% premium over the market price and falls within the valuation range derived from multiple calculation methods. The fairness of the procedures is ensured, and the company’s board of directors recommends shareholders to participate.