Ongoing Tender Offers (TOB) in Japan

The Company received an indication from its major shareholder, Inai Seieido, of its intention to sell a portion of its shares in the Company for the purpose of converting them into cash, and decided to acquire such shares as treasury stock through a tender offer in order to improve capital efficiency and enhance shareholder returns. The acquired treasury shares are planned to be cancelled.

The Offeror is conducting the Tender Offer for the purpose of acquiring, as a pure investment, all shares of the Target held by KMO, the Target's second-largest shareholder (1,665,000 shares, representing a 20.25% ownership ratio). Although the Offeror already holds Target shares and is its largest shareholder, it intends to maintain the Target's stock listing following the Tender Offer and does not plan to take control of the Target's management, take it private, or dispatch officers. While the upper limit of the number of shares to be purchased is set slightly above the number of shares agreed to be tendered by KMO to allow for a margin, the Offeror does not generally anticipate applications from shareholders other than KMO, given that the purchase price is set at a discount to the market price.

The Tender Offeror is a limited liability company substantially controlled by Mr. Kanamaru, Chairman and Representative Director of the Target Company, and is conducting the Tender Offer as part of a management buyout (MBO) aimed at taking the Target Company's shares private. Amid rapid advances in AI technology, Mr. Kanamaru intends to enhance the corporate value of the Target Group by flexibly and swiftly implementing measures—such as long-term-oriented investment in cutting-edge technologies, optimization of management resources, and strengthening of corporate culture and human capital—without being constrained by short-term stock market evaluations following the delisting. Upon completion of the Tender Offer, the Tender Offeror plans to implement squeeze-out procedures, through a share cash-out demand or share consolidation, to make itself the sole shareholder of the Target Company.

The Tender Offeror is conducting the Tender Offer as part of a series of transactions aimed at taking the Target's shares private. The Tender Offeror has entered into tender offer non-participation agreements with DG, the Target's largest shareholder, and KDDI, its second-largest shareholder, under which both companies will not tender their shares and will instead cooperate in a squeeze-out process, including a share consolidation, following the completion of the Tender Offer to take the Target private. The Tender Offeror intends to strengthen the Target's management foundation and enhance its corporate value by leveraging EQT's investment track record and global resources together with DG's expertise in the payments and marketing fields.

* Offer period extended from the original end date (2026/7/2).

The Offerors are conducting the Tender Offer as part of a series of transactions (the Transaction) aimed at acquiring all shares of the Target Company and taking it private. The Transaction constitutes a management buyout (MBO), and Mr. Muto, the Target Company's Representative Director, is expected to continue serving as Representative Director following completion of the Transaction. Sunrise Capital intends to take the Target Company private and enhance its mid- to long-term corporate value through DX promotion, M&A initiatives, and support for recruitment and employee retention.

The Tender Offeror is conducting this tender offer with the purpose of taking the Target's shares private. This tender offer forms part of a series of transactions comprising the parallel purchase, the treasury share tender offer, the share consolidation, and other measures, which together are intended to make the Tender Offeror and HTIO the sole shareholders of the Target. Following the privatization of the Target's shares through this transaction, the Tender Offeror intends to maximize the Target's corporate value by leveraging NIC's management support expertise to pursue deepening and reorganization-driven growth in the healthcare tech field, accelerate value creation through AI and technology utilization, and build a next-generation management team.

The Tender Offeror is a company wholly owned by Mr. Miyazawa, Chairman and Representative Director of the Target Company, and is conducting the Tender Offer as part of a management buyout (MBO) aimed at taking the Target Company private. Amid rapidly changing business conditions driven by the swift evolution of generative AI, the Tender Offeror intends to take the Target Company's shares private, restructure its capital composition, and establish a management framework enabling agile execution of measures such as strengthening AI-related capabilities, pursuing capital and business alliances or acquisitions, transforming the business model, and enhancing security systems. If the Tender Offeror and Mr. Miyazawa are unable to acquire all of the Target Company's shares following completion of the Tender Offer, squeeze-out procedures such as a share consolidation will be implemented, followed by a share exchange making the Tender Offeror the wholly owning parent company, subject to completion of the squeeze-out procedures.

The Tender Offeror aims to enhance the corporate value of both the SBI Group—comprising SBI Holdings and its subsidiaries and equity-method affiliates, which possess financial services, a broad customer base, and media/content-related business infrastructure—and the Target Company's group, which possesses an e-commerce and payment platform, a merchant network, and an ID infrastructure, by leveraging these resources mutually to create new customer value and business opportunities. Accordingly, the Tender Offeror is conducting this Tender Offer with the purpose of making the Target Company an equity-method affiliate. The Tender Offeror does not intend to delist the Target Company's shares, and intends to maintain their listing on the TSE Growth Market after the Tender Offer while respecting the Target Company's independence and management autonomy.

The Tender Offeror is conducting this tender offer as part of a management buyout (MBO), based on an agreement with Mr. Tominaga, the Target Company's representative director and president, and other executives, with the aim of acquiring all of the Target Company's shares and share options and taking the company private. By leveraging Bain Capital's human and financial resources, M&A capabilities, and global network to provide management support, the Tender Offeror seeks to enable agile decision-making free from the constraints of maintaining a stock listing, thereby enhancing the Target Company's medium- to long-term corporate value. In parallel with this tender offer, the Tender Offeror also plans to acquire the Target Company shares held by Mr. Tominaga, Mr. Fujii, and Mr. Hodoshima through share transfers at a price below the tender offer price, and intends to implement squeeze-out procedures if the tender offer is successfully completed.

The Tender Offeror is conducting the Tender Offer as part of a series of transactions aimed at acquiring all shares of the Target Company (excluding treasury shares and shares subject to a non-tender agreement with Mr. Arai) to take it private, making the Tender Offeror and Mr. Arai the sole shareholders with voting rights of 49.00% and 51.00%, respectively. The purpose is to enhance the Target Company's mid- to long-term corporate value by leveraging the complementary strengths of the Luxshare Group's precision manufacturing technology and procurement/logistics network with the Target Company's R&D capabilities and manufacturing technology, thereby realizing synergies such as expansion into the Chinese market and improved production efficiency.

The Tender Offeror, a wholly owned subsidiary of BCJ-109, which is indirectly wholly owned by Bain Capital, is conducting this tender offer as part of a management buyout (MBO) involving Mr. Masaki Gondo, the Representative Director, President, CEO and CTO of the Target Company, with the aim of acquiring all shares of the Target Company (excluding treasury shares and shares subject to the non-tender agreements) and taking it private. Following the tender offer, the Tender Offeror plans to implement a series of squeeze-out procedures to make the Target Company its wholly owned subsidiary.