News

1. Record Date for the Extraordinary Shareholders’ Meeting

In preparation for the potential convening of the Extraordinary Shareholders’ Meeting, the Company has designated Thursday, October 2, 2025, as the Record Date to determine the shareholders eligible to exercise voting rights at the Extraordinary Shareholders’ Meeting. Shareholders whose names are recorded in the final shareholder registry as of the Record Date shall be entitled to exercise voting rights at the Extraordinary Shareholders’ Meeting. Accordingly, the Company will make a public notice regarding the Record Date as follows.

1. Record Date: Thursday, October 2, 2025
2. Date of Public Notice: Wednesday, September 17, 2025
3. Method of Public Notice: Electronic public notice (to be posted on the Company’s website)
   https://www.technoproholdings.com/
 

2. Date and Agenda of the Extraordinary Shareholders’ Meeting

As stated in the “Notice of Statement of Opinion in Support of and Neutral Position on the Tender Offer for Shares of the Company by BXJE II Holding KK,” disclosed on August 6, 2025, if, upon consummation of a tender offer (the “Tender Offer”) by BXJE II Holding KK (the “Offeror”) for the Company’s common shares (the “Company Shares”) and the American Depositary Shares issued in the United States by The Bank of New York Mellon (the “Depositary Bank”), representing the Company Shares deposited with the Depositary Bank, the Offeror is unable to acquire all of the Company Shares (excluding treasury shares held by the Company) through the Tender Offer, the Offeror will, after consummation of the Tender Offer, implement the series of procedures to make the Company a wholly-owned subsidiary of the Offeror.

Specifically, if (1) the total number of voting rights in the Company held by Offeror becomes 90% or more of the number of the voting rights of all shareholders of the Company as a result of the consummation of the Tender Offer, the Offeror will demand that all shareholders of the Company (excluding the Offeror and the Company) sell all of their Company Shares in accordance with the provisions of Article 179, Paragraphs 1 and 2 of the Companies Act (Act No. 86 of 2005, as amended) promptly after the completion of the settlement of the Tender Offer. Conversely, if (2) the total number of voting rights in the Company held by the Offeror does not reach or exceed 90% of the number of the total voting rights of all shareholders of the Company as a result of the consummation of the Tender Offer, the Offeror will request the Company to (i) consolidate the Company Shares (the “Share Consolidation”), and (ii) hold the Extraordinary Shareholders’ Meeting, at which the items for resolution shall include partial amendment of the Articles of Incorporation to abolish the provision concerning share units on condition that the Share Consolidation takes effect and to delete the provision concerning the record date for ordinary shareholders’ meetings. The Offeror plans to vote in favor of the foregoing resolution items at the Extraordinary Shareholders’ Meeting.

Considering the fact that the Offeror intends to make the aforementioned request in the case of (2) above, the Company has decided to set the Record Date to prepare for the potential convening of the Extraordinary Shareholders’ Meeting after the consummation of the Tender Offer.

If the Company proceeds with convening the Extraordinary Shareholders’ Meeting, details regarding the date, venue, and agenda will be announced promptly once determined through consultation with the Offeror.

As a note, if (a) the Tender Offer is not consummated, or (b) the situation described in the case of (1) above applies, the Company does not intend to convene the Extraordinary Shareholders’ Meeting, nor will the Record Date be utilized.

 

This document is provided for informational purposes only. If there are any discrepancies between this and the original, the original Japanese document prevails.