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M&A and Subsidiary Changes4413baudroie,inc.Information and Communications, Services and Others

(Correction) Notice of Partial Correction to the “Notice Regarding the Implementation of an MBO and Recommendation to Tender Shares”

In the opinion letter regarding the MBO dated 19 August 2026, the benchmark share prices, premium rates, comparison with comparable transactions, and reasons for the assessment of the premium on the tender offer price were added and corrected.

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The document this correction applies to

Timely disclosure
Notice Regarding the Implementation of an MBO and Recommendation to Tender2026-08-19

What was corrected and how

A subsequent correction by the company to the contents of an already published filing.

Original disclosure19 August 2026

Notice Regarding the Implementation of an MBO and Recommendation to Tender Shares

Open the original document
13 daysThe pre-correction wording stayed published for this period (Calculated from the Original Disclosure Date Indicated in the Document)
This correction2026-09-01
Location of correction (where in the original document)

3. Details, Grounds and Reasons for the Opinion Regarding the Tender Offer, etc. (2) Grounds and Reasons for the Opinion Regarding the Tender Offer ④ Process and Reasons for the Decision to Support the Tender Offer (g)

Before correction

Although the premium on the tender offer price (¥2,970) cannot necessarily be said to be at a high level compared with comparable transactions, given the recent trend in the Company's share price and its high PBR, it would not be appropriate to assess the appropriateness of the tender offer price negatively based solely on the level of the premium.

After correction

The disclosure was revised to state that premiums of 3.81% over the closing price of ¥2,861 on the reference date, 4.03% over the simple average closing price of ¥2,855 for the most recent 1-month period, 10.70% over the simple average closing price of ¥2,683 for the most recent 3-month period, and 26.54% over the simple average closing price of ¥2,347 for the most recent 6-month period were added to the tender offer price. It also added a comparison with the average premium rates for 115 comparable transactions (45.4%, 48.4%, 51.1% and 51.7%) and the median premium rates (41.8%, 43.4%, 46.1% and 48.0%), together with the reasons for the assessment based on the upward trend in the share price and a PBR of more than 10x.

ChangesAdded and corrected the basis for calculating the premium, the premium rates for each period, the average and median premium rates for comparable transactions, and the reasons for the assessment
Reason for correction

Certain matters in the disclosure required partial correction.

What was corrected and how
ItemDetails
Disclosure subject to correctionNotice Regarding the Implementation of an MBO and Recommendation to Tender Shares
Original disclosure date19 August 2026
Location of correction3. Details, Grounds and Reasons for the Opinion Regarding the Tender Offer, etc. (2) Grounds and Reasons for the Opinion Regarding the Tender Offer ④ Process and Reasons for the Decision to Support the Tender Offer (g)
Details of correctionAlthough the premium on the tender offer price (¥2,970) cannot necessarily be said to be at a high level compared with comparable transactions, given the recent trend in the Company's share price and its high PBR, it would not be appropriate to assess the appropriateness of the tender offer price negatively based solely on the level of the premium. → The disclosure was revised to state that premiums of 3.81% over the closing price of ¥2,861 on the reference date, 4.03% over the simple average closing price of ¥2,855 for the most recent 1-month period, 10.70% over the simple average closing price of ¥2,683 for the most recent 3-month period, and 26.54% over the simple average closing price of ¥2,347 for the most recent 6-month period were added to the tender offer price. It also added a comparison with the average premium rates for 115 comparable transactions (45.4%, 48.4%, 51.1% and 51.7%) and the median premium rates (41.8%, 43.4%, 46.1% and 48.0%), together with the reasons for the assessment based on the upward trend in the share price and a PBR of more than 10x.
Reason for correctionCertain matters in the disclosure required partial correction.
Items this document does not state (1)
Impact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Certain matters in the disclosure required partial correction. The specific cause of the errors has not been explained.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
(Correction) Notice of Partial Correction to the “Notice Regarding the Implementation of an MBO and Recommendation to Tender Shares” | baudroie,inc. (4413) timely disclosure | Komori