[Delayed]Notice Regarding the Commencement of the Tender Offer for the Share Certificates of DIGITAL HOLDINGS, INC. (Securities Code: 2389)

September 11, 2025

To all parties concerned.

Company name Hakuhodo DY Holdings Inc. Representative Yasuo Nishiyama

Representative Director & President

(Code number 2433, TSE Prime Market)

Inquiries Daisuke Hara

Executive Manager, Investor Relations Division

(Tel: +81-3-6441-9033)

Hakuhodo DY Holdings Inc. (the "Tender Offeror") resolved at its Board of Directors meeting held on September 11, 2025 to acquire the share certificates of DIGITAL HOLDINGS, INC. (Prime Market of Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"), Securities Code: 2389; the "Target Company") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act"). Accordingly, the Tender Offeror hereby announces the following.

(1) Outline of Tender Offer

At the meeting of its Board of Directors held on September 11, 2025, the Tender Offeror resolved to implement the Tender Offer as part of a transaction (the "Transaction") for the purpose of acquiring all of the common shares of the Target Company listed on the Prime Market of the Tokyo Stock Exchange (those common shares, the "Target Company Shares"), including the Target Company Shares to be delivered upon exercise of the Stock Acquisition Rights (as defined in "B. Stock Acquisition Rights" in "(3) Tender Offer Price" in "2 Outline of the Tender Offer" below), but excluding (i) the Target Company Shares owned by HIBC Co., Ltd. ("HIBC"), an asset management company wholly owned and represented by Noboru Hachimine, a founder and director of the Target Company (shares owned: 5,000 shares (Note 1), ownership ratio (Note 2): 0.03%; stock acquisition rights owned: 2,000 rights (number of Target Company Shares subject to those rights: 200,000 shares), ownership ratio: 1.07%), which holds all of its shares (shares owned: 4,520,200 shares, ownership ratio: 24.20%; the "HIBC Target Company Shares") and (ii) the Target Company Shares owned by Time & Space, Ltd. ("Time and Space" and, together with HIBC, collectively, the "Shareholders Agreeing Not to Tender Any Shares"), an asset management company wholly owned and represented by Atsushi Nouchi, Chairman and Representative Director of the Target Company (shares owned: 885,000 shares (Note 4), ownership ratio: 4.74%; stock acquisition rights owned: 3,000 rights (number of Target Company Shares subject to those rights: 300,000 shares), ownership ratio: 1.61%), which holds all of its shares (shares owned: 400,800 shares, ownership ratio: 2.15%; the "Time and Space Target Company Shares" and, together with the HIBC Target Company Shares, collectively, the "Non-Tendered Shares" (4,921,000 shares, ownership ratio: 26.35%), as well as the treasury shares owned by the Target Company) and all of the Stock Acquisition Rights, in order to make the Target Company a wholly owned subsidiary of the Tender Offeror. As of today, the Tender Offeror does not own any Target Company Shares or Stock Acquisition Rights.

(Note 1) In the "Status of Major Shareholders" section of the 32nd Semi-Annual Securities Report of the Target Company submitted on August 7, 2025 (the "Target Company Semi-Annual Securities Report"), the number of shares owned by Noboru Hachimine is stated as 4,525,200 shares (ownership ratio: 24.23%), which includes the HIBC Target Company Shares as effectively owned shares, and as of June 30, 2025, Noboru Hachimine is the largest shareholder and a principal shareholder of the Target Company.

(Note 2) "Ownership ratio" means the ratio calculated by dividing the number of shares owned by the total number of issued shares of the Target Company as of June 30, 2025, as stated in the Target Company Semi-Annual Securities Report (17,459,907 shares), plus the number of Target Company Shares underlying the Stock Acquisition Rights (1,216,000 shares) corresponding to the 12,160 Stock Acquisition Rights (Note 3) that, as of June 30, 2025, were reported by the Target Company as remaining outstanding, resulting in a total of 18,675,907 shares (the "Total Number of Shares After Considering Potential Shares"), rounded to the second decimal place. The same method of calculation applies to all ownership ratios hereinafter. As of June 30, 2025, the Target Company does not own any treasury shares.

(Note 3) The following is a breakdown of the Stock Acquisition Rights reported by the Target Company as that are outstanding as of June 30, 2025. Each of the Stock Acquisition Rights entitles the holder to acquire 100 Target Company Shares per right. The "9th Series Stock Acquisition Rights" and the "10th Series Stock Acquisition Rights" are defined in "B. Stock Acquisition Rights" in "(3) Tender Offer Price" in "2 Outline of the Tender Offer" below. The same applies below.

(Note 4) In the "Status of Major Shareholders" section of the Target Company Semi-Annual Securities Report, the number of shares owned by Atsushi Nouchi is stated as 1,285,800 shares (ownership ratio: 6.88%), which includes the Time and Space Target Company Shares as effectively owned shares, and as of June 30, 2025, he is the third largest shareholder of the Target Company.

In connection with the implementation of the Tender Offer, on September 11, 2025, the Tender Offeror entered into a tender agreement with Mr. Noboru Hachimine (the "Tender Agreement with Mr. Hachimine"), under which Mr. Hachimine agreed to tender in the Tender Offer all of the Target Company Shares he owns (shares owned: 5,000 shares, ownership ratio: 0.03%; the "Mr. Hachimine Tendered Shares") and all of the Target Company Shares he would acquire upon exercise of all of the Stock Acquisition Rights he owns (stock acquisition rights owned: 2,000 rights (number of Target Company Shares subject to those rights: 200,000 shares, ownership ratio: 1.07%); shares to be acquired upon exercise: 200,000 shares, ownership ratio: 1.07%) (together with the Hachimine

Tendered Shares, the "Mr. Hachimine Tendered Shares, Etc."). In addition, subject to the completion of the Tender Offer, the Tender Offeror entered into a share transfer agreement with Mr. Hachimine (the "Share Transfer Agreement with Mr. Hachimine"), under which Mr. Hachimine agrees, as of the commencement date of settlement of the Tender Offer, to transfer to the Tender Offeror all of the issued shares of HIBC that he owns (the "HIBC Shares"), and to cause HIBC not to tender the HIBC Target Company Shares (shares owned: 4,520,200 shares, ownership ratio: 24.20%) in the Tender Offer. For details of the Tender Agreement with Mr. Hachimine, please refer to "(i) Tender Agreement with Mr. Hachimine" in "(6) Matters Related to Material Agreements Concerning the Tender Offer" below, and for details of the Share Transfer Agreement with Mr. Hachimine, please refer to "(iii) Share Transfer Agreement with Mr. Hachimine" in "(6) Matters Related to Material Agreements Concerning the Tender Offer" below.

In addition, on September 11, 2025, the Tender Offeror entered into a tender agreement with Mr. Atsushi Nouchi (the "Tender Agreement with Mr. Nouchi"), under which Mr. Nouchi agreed to tender in the Tender Offer all of the Target Company Shares he owns (shares owned: 885,000 shares, ownership ratio: 4.74%; the "Mr. Nouchi Tendered Shares") and all of the Target Company Shares he would acquire upon exercise of all of the Stock Acquisition Rights he owns (stock acquisition rights owned: 3,000 rights (number of Target Company Shares subject to those rights: 300,000 shares, ownership ratio: 1.61%); shares to be acquired upon exercise: 300,000 shares, ownership ratio: 1.61%) (together with the Mr. Nouchi Tendered Shares, the "Mr. Nouchi Tendered Shares, Etc."). Mr. Noboru Hachimine and Mr. Atsushi Nouchi are collectively referred to as the "Shareholders Agreeing to Tender Their Shares," and the Mr. Hachimine Tendered Shares, Etc. and the Mr. Nouchi Tendered Shares, Etc. that they have agreed to tender in the Tender Offer are collectively referred to as the "Tendered Shares" (total: 1,390,000 shares, ownership ratio: 7.44%). In addition, subject to the completion of the Tender Offer, the Tender Offeror entered into a share transfer agreement with Mr. Nouchi (the "Share Transfer Agreement with Mr. Nouchi"), under which Mr. Nouchi agreed, as of the commencement date of settlement of the Tender Offer, to transfer to the Tender Offeror all of the issued shares of Time and Space that he owns (the "Time and Space Shares"), and to cause Time and Space not to tender in the Tender Offer all of the Time and Space Target Company Shares (shares owned: 400,800 shares, ownership ratio: 2.15%) (that share transfer, including the Tender Offeror's indirect ownership of the Non-Tendered Shares through the transfer of the HIBC Shares and the Time and Space Shares, the "Share Transfer"). For details of the Tender Agreement with Mr. Nouchi, please refer to "(b) Tender Agreement with Mr. Nouchi" in "(6) Matters Related to Material Agreements Concerning the Tender Offer" below, and for details of the Share Transfer Agreement with Mr. Nouchi, please refer to "(d) Share Transfer Agreement with Mr. Nouchi" in "(6) Matters Related to Material Agreements Concerning the Tender Offer" below.

As stated in "A. Background, Purpose, and Decision-Making Process Leading to the Decision by the Tender Offeror to Implement the Tender Offer" in "(2) Background, Purpose, and Decision-Making Process Leading to the Decision to Implement the Tender Offer and Management Policy Following the Tender Offer" below, the Tender Offeror received a proposal from the Shareholders Agreeing to Tender Their Shares, in light of tax considerations, regarding a structure under which all of the HIBC Target Company Shares and all of the Time and Space Target Company Shares would not be tendered in the Tender Offer, and instead, following the completion of the Tender Offer, the Tender Offeror would acquire the HIBC Shares and the Time and Space Shares from the Shareholders Agreeing to Tender Their Shares through the Share Transfer. The Tender Offeror believes that, even under the

Share Transfer, it will be able to indirectly acquire all of the Non-Tendered Shares through the Shareholders Agreeing Not to Tender Any Shares, thereby achieving the purpose of the Transaction. Further, given that each of the Shareholders Agreeing Not to Tender Any Shares will, on or before the date of the Share Transfer (the "Share Transfer Date"), ensure that all assets and liabilities other than the Non-Tendered Shares and interest-bearing debt are succeededto a newly established company separately incorporated by Mr. Atsushi Nouchi (the "Incorporated Split Company") through an incorporation-type company split (the "Incorporation-type Company Split"), or, from the perspective of efficiently carrying out the succession procedures, to 3i Inc. (the "Absorption-type Split Successor Company"), a company separately incorporated by Mr. Noboru Hachimine before the commencement of the Tender Offer, where he serves as Representative Director, through an absorption-type company split (the "Absorption-type Company Split")., as a result of which they will become asset management companies that hold no assets or liabilities other than the Non-Tendered Shares and interest-bearing debt as of the Share Transfer Date, the Tender Offeror has held repeated discussions with the Shareholders Agreeing to Tender Their Shares on matters such as the acquisition price and acquisition method of the HIBC Shares and the Time and Space Shares. As a result, upon confirming the details of the assets and liabilities other than the Non-Tendered Shares owned by the Shareholders Agreeing Not to Tender Any Shares as of the Share Transfer Date, the Tender Offeror has determined that the transfer price to be paid by the Tender Offeror to Mr. Noboru Hachimine for the HIBC Shares (the "HIBC Share Transfer Price") will enable HIBC to receive economic value equivalent to the amount it would have received if it had tendered the HIBC Target Company Shares in the Tender Offer, and that likewise, the transfer price to be paid by the Tender Offeror to Mr. Atsushi Nouchi for the Time and Space Shares (the "Time and Space Share Transfer Price") will enable Time and Space to receive economic value equivalent to the amount it would have received if it had tendered the Time and Space Target Company Shares in the Tender Offer. Accordingly, the Tender Offeror believes that neither of these arrangements contravenes the principle of single conditions for the tender offer price prescribed in Article 27-2, paragraph (3) of the Act and Article 8, paragraph (3) of the Cabinet Order. The HIBC Share Transfer Price is expected to be an amount equal to (i) the number of HIBC Target Company Shares multiplied by the Tender Offer Price per Target Company Share in the Tender Offer (JPY 1,970 per share) (JPY 8,904,794,000 in total) (the "Tender Offer Price"), minus (ii) the book value of HIBC's liabilities as of the Share Transfer Date (approximately JPY 3,456 million) and the tax liabilities scheduled to be paid by HIBC after the execution of the Share Transfer. In that case, given that HIBC is an asset management company whose purpose is to own and manage the Target Company Shares, the HIBC Share Transfer Price will be substantially the same as the consideration that would have been received if HIBC had tendered its Target Company Shares in the Tender Offer, and the Tender Offeror has determined that the transaction is economically reasonable (Note 5). In addition, on the same date as the execution of the Share Transfer, the rights and obligations relating to the business of HIBC that owns the Target Company Shares (the "HIBC Target Company Shareholding Business"), namely, the Non-Tendered Shares of HIBC and its interest-bearing liabilities that were not succeeded to by the Absorption-type Split Successor Company through the Absorption-type Company Split, are scheduled to be succeeded to the Tender Offeror by way of a simplified absorption-type company split (the "HIBC Absorption-type Company Split"). Further, the Time and Space Share Transfer Price is also expected to be an amount equal to (i) the number of Time and Space Target Company Shares multiplied by the Tender Offer Price (JPY 1,970 per share) (JPY 789,576,000 in total), minus (ii) the book value of Time and Space's liabilities as of the Share Transfer Date (approximately JPY 381 million) and the tax liabilities scheduled to be paid by Time and Space after the execution of the Share Transfer. In that case, given that Time and Space is an asset management company whose purpose is

to own and manage the Target Company Shares, the Time and Space Share Transfer Price will be substantially the same as the consideration that would have been received if Time and Space had tendered its Target Company Shares in the Tender Offer, and the Tender Offeror has determined that the transaction is economically reasonable (Note 6). In addition, on the same date as the execution of the Share Transfer, the rights and obligations relating to the business of Time and Space that owns the Target Company Shares (together with the HIBC Target Company Shareholding Business, the "Target Company Shareholding Business"), namely, the Non-Tendered Shares of Time and Space and its interest-bearing liabilities that were not succeeded to by the Incorporated Split Company through the incorporation-type company split, are scheduled to be succeeded to the Tender Offeror by way of a simplified absorption-type company split (the "Time and Space Absorption-type Company Split," and together with the HIBC Absorption-type Company Split, the "Simplified Absorption-type Company Splits").

(Note 5) With respect to (i) above, the Non-Tendered Shares owned by HIBC are valued at the same amount as the Tender Offer Price, and with respect to (ii) above, the liabilities of HIBC as of the Share Transfer Date are valued on the books at an amount equal to the total of the principal and interest, and the HIBC Share Transfer Price is adjusted accordingly. Therefore, the Tender Offeror has determined that the price for acquiring the shares of HIBC in the Share Transfer is considered appropriate. The liabilities of HIBC as of the Share Transfer Date consist of borrowings of HIBC from Mr. Noboru Hachimine as lender and tax liabilities to be paid by HIBC after the execution of the Share Transfer. As for the borrowings of HIBC from Mr. Hachimine as lender, since HIBC is scheduled to repay those borrowings to Mr. Hachimine after the execution of the Share Transfer on the commencement date of settlement of the Tender Offer, which is the execution date of the Share Transfer, they are valued at an amount equal to the principal and interest as of that date.

(Note 6) With respect to (i) above, the Non-Tendered Shares owned by Time and Space are valued at the same amount as the Tender Offer Price, and with respect to (ii) above, the liabilities of Time and Space as of the Share Transfer Date are valued on the books at an amount equal to the total of the principal and interest, and the Time and Space Share Transfer Price is adjusted accordingly. Therefore, the Tender Offeror has determined that the price for acquiring the shares of Time and Space in the Share Transfer is considered appropriate. The liabilities of Time and Space as of the Share Transfer Date, consist of borrowings of Time and Space from Mr. Atsushi Nouchi as lender and tax liabilities to be paid by Time and Space after the execution of the Share Transfer. As for the borrowings of Time and Space from Mr. Nouchi as lender, since Time and Space is scheduled to repay those borrowings to Mr. Nouchi after the execution of the Share Transfer on the commencement date of settlement of the Tender Offer, which is the execution date of the Share Transfer, they are valued on the books at an amount equal to the principal and interest as of that date.

The Tender Offeror has set the minimum number of shares to be purchased in the Tender Offer at 7,572,454 shares (ownership ratio: 40.55%), and if the total number of Share Certificates tendered in the Tender Offer (the "Tendered Share Certificates") is less than the minimum number of shares to be purchased (7,572,454 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates. On the other hand, since the Tender Offeror intends to acquire all of the Target Company Shares (including the Target Company Shares to be delivered upon exercise of the Stock Acquisition