Gree Holdings.inc.TSE: 3632

Notice Regarding an Act of Buying Up Specified by Cabinet Order as Being Equivalent to a Tender Offer PDF

· Issued by Gree Holdings.inc.

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

March 5, 2026

Company name: GREE Holdings, Inc.

Name of representative: Yoshikazu Tanaka; Founder,

Chairman and CEO (Securities code: 3632; Tokyo

Stock Exchange Prime Market)

Inquiries: Toshiki Oya; Director, Senior Vice President, CFO

(Telephone: +81-3-5770-9500)

Notice Regarding an Act of Buying Up Specified by Cabinet Order as Being Equivalent to a Tender Offer

GREE Holdings, Inc. (the "Company") hereby announces that today it received a notice from Sequoia Inc. (President and CEO: Yoshikazu Tanaka), the parent compony of the Company, stating its intention to acquire shares of the Company from Mr. Yoshikazu Tanaka (Founder, Chairman and CEO of the Company), a shareholder of the Company, as follows.

As this share acquisition will amount to 5% or more on a voting rights basis, it constitutes an "act of buying up

specified by a Cabinet Order as being equivalent to a tender offer" as stipulated in Article 167, Paragraph 1 of the Financial Instruments and Exchange Act and Article 31 of the Enforcement Order of the same Act. Therefore, the Company hereby announces the details as follows.

This document also serves as a public disclosure made pursuant to Article 30, Paragraph 1, Item 4 of the Enforcement Order of the Financial Instruments and Exchange Act, based on a request made by Sequoia Inc. (the acquirer of the shares) to the Company (the target company of the act of buying up).

(1)

Securities Code

3632

(2)

Name of Issue

GREE Holdings, Inc.

(3)

Number of Shares to be Acquired

14,961,000 shares

(4)

Date of Share Acquisition

March 6, 2026

(5)

Ratio to the Total Number of Voting Rights of All Shareholders

8.34%

(6)

Remarks

Sequoia Inc. intends to acquire the shares of the Company from Mr. Yoshikazu Tanaka, a shareholder of GREE Holdings, Inc., as an in-kind contribution, and to hold them over the long term as a stable shareholder of the Company.

(Notes)

  1. The ratio to the total number of voting rights of all shareholders is calculated based on the total number of voting rights of all shareholders as of December 31, 2025, which is 1,794,640 (rounded to two decimal places).

  2. The number of shares per unit is 100 shares.

March 5, 2026

Sequoia Inc. Yoshikazu Tanaka; President and CEO

Notice Regarding Acquisition of Shares of GREE Holdings, Inc.

The Company hereby announces that it has decided today to acquire shares of GREE Holdings, Inc. from Mr. Yoshikazu Tanaka, a shareholder of GREE Holdings, Inc., as follows.

As this share acquisition will amount to 5% or more on a voting rights basis, it constitutes an "act of buying up specified by Cabinet Order as being equivalent to a tender offer" as stipulated in Article 167, Paragraph 1 of the Financial Instruments and Exchange Act and Article 31 of the Enforcement Order of the same Act.

(1)

Securities Code

3632

(2)

Name of Issue

GREE Holdings, Inc.

(3)

Number of Shares to be Acquired

14,961,000 shares

(4)

Date of Share Acquisition

March 6, 2026

(5)

Ratio to the Total Number of Voting Rights of All Shareholders

8.34%

(6)

Remarks

Sequoia Inc. intends to acquire the shares of GREE Holdings, Inc. from Mr. Yoshikazu Tanaka, a shareholder of GREE Holdings, Inc., as an in-kind contribution, and to hold them over the long term as a stable shareholder of GREE Holdings, Inc.

(Notes)

  1. The ratio to the total number of voting rights of all shareholders is calculated based on the total number of voting rights of all shareholders as of December 31, 2025, which is 1,794,640 (rounded to two decimal places).

  2. The number of shares per unit is 100 shares.

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