Notice Regarding the Board of Directors’ Evaluation of the Large-Scale Purchase of Our Company’s Shares and the Proposal of a Shareholders’ Resolution on the Activation of Countermeasures

Board of Directors' Evaluation and the Necessity of Countermeasures

The large-scale purchase of the Company's shares by 3D Investment Partners is judged to be aimed at pursuing short-term profits and poses a risk of impairing the Company's corporate value and the joint interests of shareholders. A similar behavioral pattern has been confirmed through 3D's past investment cases, raising concerns about their lack of understanding of the Company's medium- to long-term management policies and business characteristics. Consequently, the Board resolved to activate countermeasures and seek approval at the shareholders meeting.

New Medium-Term Management Plan and Strengthening Governance Framework

The Company has formulated a new medium-term management plan covering fiscal 2027 to fiscal 2029, aiming to improve profitability, capital efficiency, and shareholder returns. Following the recommendations of the Special Committee for Governance Enhancement, the Company has implemented measures including revitalizing the Board, strengthening CGO authority, enhancing audit systems, and establishing scandal response frameworks to build an effective governance structure. Many governance improvement proposals by 3D have already been addressed or are judged inconsistent with the Company's actual situation.

Insufficient Disclosure by 3D and Conflict of Interest Concerns

While 3D denies seeking control over management, it has not presented specific management policies and exhibits a strong short-term profit orientation. Acquisition of shares through on-market purchases lacks appropriate control premiums and exerts pressure on general shareholders. There is a high possibility of conflicts of interest between 3D and general shareholders, and 3D has not presented measures to avoid such conflicts. In light of these circumstances, confirming shareholders' intent at the shareholders meeting is considered important.