A tender offer is a system stipulated by the Financial Instruments and Exchange Act, under which, primarily in cases where a tender offeror intends to acquire share certificates, etc. from a large number of unspecified persons, requires the tender offeror to disclose information, thus providing an opportunity for all holders of the relevant share certificates, etc. to sell them under the same conditions, with the share certificates, etc. being purchased outside of an exchange market. Simply put, it is a transaction that ensures that no shareholders are treated disadvantageously or unfairly and allows a tender offeror to determine a purchase price and to buy up shares.

Generally speaking, an MBO refers to a transaction in which senior management of a purchase target company provides part or all of the funds for purchasing and, on the assumption that the purchase target company will continue its operations, acquires share of the purchase target company.TMKR Co., Ltd., which is the tender offeror in the Tender Offer, is a special purpose company whose shares are indirectly owned by President Tomohiko Kimura, one of the Company’s current senior management leaders; President Tomohiko Kimura and Executive Vice President Yosuke Kimura, a relative of Mr. Tomohiko Kimura, plan to continue managing the Company even after the Company’s shares are delisted. Accordingly, the transaction falls under the category of an MBO. For more details, please refer to the Expression of Opinion Press Release that the Company published on September 24, 2025.

You can tender your shares in the Tender Offer starting Thursday, September 25, 2025, until Monday, November 17, 2025.

The Tender Offer does not have a maximum number of shares to be purchased. This means that, if the Tender Offer is completed successfully, all tendered shares will be purchased.

Daiwa Securities is the tender offer agent.

Please contact a branch of Daiwa Securities, which is the tender offer agent (if you do not have an account with Daiwa Securities, please contact its Contact Center or your nearest branch).

You can tender your fractional shares. Please contact a branch of Daiwa Securities, which is the tender offer agent (if you do not have an account with Daiwa Securities, please contact its Contact Center or your nearest branch).

The payment settlement is scheduled to begin on Tuesday, November 25, 2025.

Tendering shares in the Tender Offer will be treated as a sale of listed shares, etc., similar to a sale of listed shares on an exchange market.Regarding the tax treatment of the tendering procedure and other matters, please consult and confirm with your local tax office or a tax accountant or other professional.

Even after the expiration of the Tender Offer period, you may trade the shares on an exchange market until the business day before the delisting of the Company Shares. Please note that upon the successful completion of the Tender Offer, Squeeze-Out Procedures through a share consolidation are expected to be implemented. Any shares held by shareholders who did not tender their shares in the Tender Offer will be subject to compulsory acquisition by the Offeror, and an amount of money corresponding to the number of shares held will be paid to these shareholders.

A Squeeze-Out is a procedure that, upon the successful completion of the Tender Offer, will enable the Offeror to acquire all of the Company’s issued shares except for those held by the founding family. We will notify you of the schedule and other details as soon as they are finalized.

There are no particular steps for shareholders to take for the Squeeze-Out Procedures. Any shares held by shareholders will be subject to compulsory acquisition by the Offeror. We will notify you of details of the schedule as soon as they are finalized.

Generally speaking, if the difference between the amount received from the Squeeze-Out Procedures and the price you paid to acquire the shares is treated as capital gain, you will need to file a tax return. For specific tax questions and information on tax return procedures, please consult and confirm with your local tax office or a tax accountant or other professional.

You will need to confirm the tax laws of Japan and of the country of your residence, and any relevant tax treaties between them. Individual shareholders who sell the Company Shares by the business day before the delisting date or receive money through the Squeeze-Out Procedures and who fall under salary earners working overseas and other non-residents having no permanent establishment in Japan are, generally speaking, not subject to Japanese income tax and thus do not need to file a tax return. However, for making final determinations regarding the tax treatment and other matters, please consult and confirm with the National Tax Agency’s service center for taxation matters and tax accountants or other professional in your country of residence and Japan.

Reference 1: Tax Service Center, National Tax Agency (Japanese)
Reference 2: No.1936 If you sold shares while working overseas, National Tax Agency (Japanese)

Depending on the outcome of the Tender Offer, the Company Shares may be delisted through the prescribed procedures in accordance with the delisting criteria of the Tokyo Stock Exchange. Even if such criteria are not met at the time of the successful completion of the Tender Offer, the Company Shares are expected to be delisted after the implementation of the subsequent Squeeze-Out Procedures. The exact timing of delisting is uncertain at this time, and we will notify you of the date as soon as it is finalized.

The freeze on shares subject to ongoing inheritance procedures will not be lifted due to the Tender Offer; please proceed with ordinary inheritance procedures. Even after the delisting, inheritance procedures may be carried out at Sumitomo Mitsui Trust Bank , Ltd., the administrator of the shareholder registry.