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Occurring Fact9341GENOVA,Inc.Information and Communications, Services and Others

Notice Regarding the Planned Change in the Major Shareholder and Largest Shareholder among Major Shareholders, and Share Accumulation Activities Prescribed by Cabinet Order as Acts Equivalent to a Tender Offer

The holder of 5,602,700 shares of 株式会社GENOVA will change from Tomoki Hirase (平瀬智樹) to 株式会社平瀬商店, an asset management company owned by him. As a result, 株式会社平瀬商店 will become the largest major shareholder, with a 40.00% voting rights ratio, and Tomoki Hirase (平瀬智樹) will no longer be a major shareholder.

Worth reading
29Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
5602700
Shares (total scheduled transfer)
Wording
Conditional
How definitive the wording is.

Planned changes in the major shareholder and the largest shareholder among the major shareholders, and share accumulation prescribed by Cabinet Order as conduct equivalent to a tender offer

Subject Entity

株式会社GENOVA, Tomoki Hirase (平瀬智樹), and 株式会社平瀬商店

Target Locations / Products

Shares of 株式会社GENOVA

Occurrence11 June 2026 and 12 June 2026 (scheduled)
Same day
Awareness or receipt of notice11 June 2026 (the date on which the company received a report from Tomoki Hirase (平瀬智樹) regarding the scheduled transfer)
This disclosure06/11/2026
Cause

The 5,602,700 shares held by Tomoki Hirase (平瀬智樹) will be transferred to 株式会社平瀬商店.

Amount of Impact on Business Performance

None (no impact on the company's results or other financial matters)

Impact on Earnings Forecast

The changes will have no impact on the company's results or other financial matters.

Change in voting rights ownership ratio

株式会社平瀬商店7.69%→40.00%(+32.31pt)

The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.

Voting rights ownership percentage before the change

株式会社平瀬商店: 13,332 voting rights (1,333,200 shares), 7.69%, No. 2. Tomoki Hirase (平瀬智樹): 56,027 voting rights (5,602,700 shares), 32.32%, No. 1. Both figures are as of 11 June 2026.

Voting rights ownership percentage after the change

株式会社平瀬商店: 69,359 voting rights (6,935,900 shares), 40.00%, No. 1. Tomoki Hirase (平瀬智樹): 0 voting rights (0 shares), 0%; he will no longer be a major shareholder or the largest shareholder.

Related procedures

Type

Accumulation of shares prescribed by Cabinet Order as an act equivalent to a tender offer

Outlook

株式会社平瀬商店 is an asset management company whose shares are wholly owned by Tomoki Hirase (平瀬智樹), and it plans to hold the shares over the long term as a stable shareholder. The changes will have no impact on the company's results or other financial matters.

Event that occurred
ItemDetails
Event namePlanned changes in the major shareholder and the largest shareholder among the major shareholders, and share accumulation prescribed by Cabinet Order as conduct equivalent to a tender offer
Date of occurrence11 June 2026 and 12 June 2026 (scheduled)
Date recognized / date notice received11 June 2026 (the date on which the company received a report from Tomoki Hirase (平瀬智樹) regarding the scheduled transfer)
Subject Entity株式会社GENOVA, Tomoki Hirase (平瀬智樹), and 株式会社平瀬商店
Target Locations / ProductsShares of 株式会社GENOVA
CauseThe 5,602,700 shares held by Tomoki Hirase (平瀬智樹) will be transferred to 株式会社平瀬商店.
Amount of Impact on Business PerformanceNone (no impact on the company's results or other financial matters)
Impact on Earnings ForecastThe changes will have no impact on the company's results or other financial matters.
Type of litigation or proceedingAccumulation of shares prescribed by Cabinet Order as an act equivalent to a tender offer
Voting rights ownership percentage before the change株式会社平瀬商店: 13,332 voting rights (1,333,200 shares), 7.69%, No. 2. Tomoki Hirase (平瀬智樹): 56,027 voting rights (5,602,700 shares), 32.32%, No. 1. Both figures are as of 11 June 2026.
Voting rights ownership percentage after the change株式会社平瀬商店: 69,359 voting rights (6,935,900 shares), 40.00%, No. 1. Tomoki Hirase (平瀬智樹): 0 voting rights (0 shares), 0%; he will no longer be a major shareholder or the largest shareholder.
Outlook株式会社平瀬商店 is an asset management company whose shares are wholly owned by Tomoki Hirase (平瀬智樹), and it plans to hold the shares over the long term as a stable shareholder. The changes will have no impact on the company's results or other financial matters.
Items this document does not state (13)
Accounting period in which recognizedCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liabilityPlanned follow-up disclosure

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.

Of the shares held by Tomoki Hirase (平瀬智樹), 1,830,000 shares will be transferred to 株式会社平瀬商店, his asset management company, on 11 June 2026, and 3,772,700 shares will be transferred on 12 June 2026.

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.
Notice Regarding the Planned Change in the Major Shareholder and Largest Shareholder among Major Shareholders, and Share Accumulation Activities Prescribed by Cabinet Order as Acts Equivalent to a Tender Offer | GENOVA,Inc. (9341) timely disclosure | Komori