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October 16, 2025

Toyoda Gosei Changes the Minimum Number of Shares to Be Purchased and the Period of Tender Offer for Ashimori Industry

JP Ver.

Kiyosu, Japan, October 16, 2025: Toyoda Gosei Co., Ltd., in its tender offer for acquiring share certificates, etc. of Ashimori Industry Co., Ltd. (hereinafter, the “Tender Offer”), which commenced from August 12, 2025, has resolved to change the minimum number of shares to be purchased from 2,308,100 shares to 1,800,100 shares. Additionally, following that it became necessary to submit an amendment statement for the tender offer registration statement pertaining to the Tender Offer, so Toyoda Gosei has extended the period for acquiring share certificates, etc. in the Tender Offer (the “Tender Offer Period”) until October 30, 2025, in accordance with applicable laws and regulations. The purchase price in the Tender Offer has not been changed.

Based on the market price of shares of Ashimori Industry moving at a level above the Tender Offer Price (4,140 yen) during some periods after the announcement of the Tender Offer, and notwithstanding that, the total number of the tendered share certificates, etc. as of 3:30 PM on September 24, 2025, which is the final day of the initial Tender Offer Period, being 2,111,226 shares, which is a level close to the minimum number of share certificates, etc. to be purchased and Toyoda Gosei having concluded that most of Ashimori Industry’s shareholders support the intent of the Tender Offer, for the purpose of increasing the certainty of a successful completion of the Tender Offer, Toyoda Gosei has decided to lower the minimum number of share certificates, etc. to be purchased to an extent that would not give rise to an obstacle to taking the shares of Ashimori Industry private.

 The minimum number of shares to be purchased and the tendering status are as follows.

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  Minimum number of shares to be purchased
(before change)
Tendering status (reference)
As of 3:30 PM,
September 24, 2025
As of 3:30 PM,
October 16, 2025
No. of shares 2,308,100 shares 2,111,226 shares 2,259,617 shares
Ownership ratio (Note) 66.67 % 63.40 % 65.86 %
Minimum number of shares to be purchased
(after change)
1,800,100 shares
58.24 %
  Minimum number of shares to be purchased
(before change)
Tendering status (reference)
As of 3:30 PM,
September 24, 2025
As of 3:30 PM,
October 16, 2025
No. of shares 2,308,100 shares 2,111,226 shares 2,259,617 shares
Ownership ratio (Note) 66.67 % 63.40 % 65.86 %
Minimum number of shares to be purchased
(after change)
1,800,100 shares
58.24 %

Note: The ownership ratio represents the percentage of the total number of fully diluted shares outstanding (6,027,638 shares), calculated by dividing the sum of (i) the number of shares stated above, (ii) the number of voting rights held by Toyoda Gosei and pertaining to restricted shares held by directors of Ashimori Industry, each multiplied by the share unit of 100 shares (rounded to the third decimal place).

Note: The ownership ratio represents the percentage of the total number of fully diluted shares outstanding (6,027,638 shares), calculated by dividing the sum of (i) the number of shares stated above, (ii) the number of voting rights held by Toyoda Gosei and pertaining to restricted shares held by directors of Ashimori Industry, each multiplied by the share unit of 100 shares (rounded to the third decimal place).

Toyoda Gosei would like to ask Ashimori Industry’s shareholders to review disclosed materials and other information on Tender Offer once again, and to consider and make a decision on whether or not to tender their share certificates, etc. in the Tender Offer.

 Summary of the Tender Offer

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Target company Ashimori Industry Co., Ltd. (listed on Tokyo Stock Exchange Standard Market)
Tender offer period Before extension: August 12, 2025 (Tuesday) to October 16, 2025 (Thursday) (45 business days)
After extension: August 12, 2025 (Tuesday) to October 30, 2025 (Thursday) (55 business days)
Purchase price Common shares:                 JPY 4,140 per share
Series 1 through Series 4 share acquisition rights:  JPY 41,390 per share acquisition right
Number of shares to be purchased Number of shares to be purchased:        4,324,138 shares
Minimum number of shares to be purchased:  Before change: 2,308,100 shares
                      After change: 1,800,100 shares
Total purchase price Approx. JPY 17.9 billion (appropriation of total amount from company funds)
Inquiries Mizuho Securities Co., Ltd. (tender offer agent)
[Tel.] 0570-000-324 (for those holding a Mizuho Securities account)
    0120-555-324 (for those not holding a Mizuho Securities account)
Rakuten Securities, Inc. (tender offer subagent)
[Support page] https://www.rakuten-sec.co.jp/web/support/

* For details, see “Notice Regarding Change of Conditions, Etc. of Tender Offer for Share Certificates, Etc. of Ashimori Industry Co., Ltd. (Securities Code 3526) ” dated October 16, 2025.

* For details, see “Notice Regarding Change of Conditions, Etc. of Tender Offer for Share Certificates, Etc. of Ashimori Industry Co., Ltd. (Securities Code 3526) ” dated October 16, 2025.

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