Notice Concerning the Opinion of the Company’s Board of Directors on Shareholder Proposals

February 13, 2026

To Whom It May Concern:

C o m p a n y n a m e

GungHo Online Entertainment, Inc.

Representative Kazuya Sakai

Representative Director & President, CEO (Securities code：3765 TSE Prime)

Contact person Kazumasa Takayama

Corporate Officer, CFO & IRO, and Executive General Manager of Corporate Planning Division

(TEL：03-6895-1650)

GungHo Online Entertainment, Inc. (the "Company") has received a shareholder proposal from INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF

JAPAN-UP and Strategic Capital, Inc. (collectively, the "Proposing Shareholders (SC)") and from LIM Japan Event Master Fund (the "Proposing Shareholder (LIM)"; Proposing Shareholders (SC) and Proposing Shareholder (LIM) shall collectively be referred to as the "Proposing Shareholders") with respect to the business of the 29th Annual General Meeting of Shareholders (the "General Meeting") to be held on March 30, 2026 (the shareholder proposals received from the Proposing Shareholders shall collectively be referred to as the "Shareholder Proposals").

In response, the Company hereby announces that at its Board of Directors' meeting held on February 13, 2026, the Board of Directors, including the outside directors, unanimously resolved to oppose all of the Shareholder Proposals, as described in Exhibit 1.

For the contents of the Shareholder Proposals from the Proposing Shareholders (SC), please refer to Exhibit 2 and for the contents of the Shareholder Proposals from the Proposing Shareholder (LIM), please refer to Exhibit 3.

Exhibit 1

1. Opinion of the Board of Directors The Board of Directors believes that none of the Shareholder Proposals would contribute to the enhancement of the Company's corporate value. Accordingly, the Board of Directors opposes all of the Shareholder Proposals.
2. Reasons for opposition

1. "Proposal for acquisition of treasury shares from specific shareholders"

   This proposal requires the Company to acquire from SON Financial LLC. and FAH Co., Ltd. (collectively, the "Target Shareholders") all of the Company Shares they hold (12,006,500 shares) (the "Target Shares"), which correspond to a holding ratio of 17.36% (according to the Change Report No.81 dated December 5, 2025).

   Article 160 of the Companies Act, which forms the basis for this proposal, is a provision that requires approval by a special resolution of the general meeting of shareholders where an issuing company gives notice only to a specific shareholder intending to acquire its own shares from such shareholder. Accordingly, the approach taken in this proposal, in which the Proposing Shareholders effectively require the Company to issue a notice to acquire its own shares in order to exclude some shareholders, is inconsistent with the purpose of Article 160 of the Companies Act.

   Even if this proposal is approved, the Target Shareholders will not be obliged to transfer the Target Shares. Upon receipt of the Shareholder Proposals, the Company asked the Target Shareholders whether they intended to transfer the Target Shares, and the Target Shareholders stated that even if this proposal is approved, they do not intend to transferthe Target Shares to the Company in accordance with the terms of this proposal. Accordingly, even if this proposal is adopted at the General Meeting, the Company will not be able to acquire the Target Shares, and this proposal would have no practical impact.

   Furthermore, the Proposing Shareholders (SC) contend, as the rationale for this proposal, that the voting behavior of the Target Shareholders, specifically opposing the Proposing Shareholders' proposals and supporting the Company's proposals, is entirely different from that of many individual and institutional investors. However, none of the shareholder proposals submitted by the Proposing Shareholders (SC) obtained majority support at last year's general meeting or at the extraordinary general meeting held in September last year. With respect to the proposal to dismiss President Morishita (then) at the extraordinary general meeting held in September last year, among the shareholders who exercised their voting rights, excluding the Target Shareholders, shareholders representing 60.62% of the voting rights voted against the dismissal proposal. In fact, the majority of shareholders exercised their voting rights against the proposal, aligning with the Target Shareholders' voting stance. Thus, the claims made by the Proposing Shareholders (SC) are entirely baseless, and this proposal is nothing more than a superficial tactic motivated by the self-serving desire of the Proposing Shareholders (SC) to exclude the Target Shareholders, who vote in a manner inconsistent with its wishes, from the Company's shareholder base by means not contemplated by the

   Companies Act, thereby increasing its influence over the Company.

   Please refer to the opposing opinion on "(2) Proposal for the appropriation of surplus" for the opinion of the Board of Directors on the proposal by the Proposing Shareholders (SC) regarding the reduction of excess equity capital and cash and deposits, as stated in the reasons for the proposals.

   Accordingly, the Board of Directors opposes this proposal.

2. "Proposal for the appropriation of surplus"

The Company recognizes that one of its important management challenges is to achieve profits on an ongoing basis and to provide a stable return to shareholders, and its basic policy for returning profits to shareholders is to combine stable dividends in line with profit levels and forecasts with flexible share buybacks. In accordance with this basic policy, in determining the specific total amount of returns to shareholders, the Company comprehensively considers the management environment, business performance, financial soundness, and investment for growth, while striving to increase its corporate value over the long term.

In particular, in the game industry to which the Company belongs, the market is becoming increasingly competitive, and circumstances such as that it is uncertain whether the game will be a hit or not while upfront investment is necessary for game development, and that accordingly the possibility of rapid deterioration in business performance cannot be denied, and that attracting and maintaining talented individuals is an essential element of game development require the Company to maintain a stable financial base. Given these unique characteristics of the industry, the Company determines the specific amount of dividends to be paid to shareholders and the amount of share buybacks.

As announced in the "Management Policy under the New Management Structure" dated February 13, 2026, and in the "Notice Regarding Changes to the Shareholder Return Policy and Revision of the Year-End Dividend Forecast" dated February 13, 2026, the Company plans to pay a year-end dividend of 90 yen per share of the Company's common stock in accordance with the new dividend policy (the "New Dividend Policy"), which targets a dividend on equity (DOE) of 4% and a consolidated dividend payout ratio of 50% or more. Further, as announced in the "Notice Regarding Results and Completion of Treasury Share Acquisition" dated March 19, 2025 (the "Press Release Dated March 19, 2025"), the Company implemented share buybacks of a total of 1,638,900 shares of its common stock (total acquisition cost: 4,999,823,900 yen). As described above, the Company determines dividend amounts and conducts share buybacks with the aim of achieving profits on an ongoing basis and providing a stable return to shareholders. Furthermore, in fiscal 2026 and beyond, the Company will pay appropriate dividends in accordance with the New Dividend Policy, and as announced in the "Notice Regarding the Acquisition of Treasury Shares and the Cancellation of Treasury Shares" dated February 13, 2026 (the "Press Release Regarding Treasury Share Acquisition Dated February 13"), plans to implement share buybacks up to a total of 2.1 million shares or a total acquisition cost of 5.0 billion yen.

This proposal requests for the payment of a dividend of 311 yen per share, or a total dividend of approximately 16.9 billion yen. If this amount is paid as dividends from surplus, the consolidated dividend payout ratio will be approximately 1,205.7% and a dividend on equity (DOE) will be 13.8%. In light of the characteristics of the game industry, which is the Company's core business as described above, implementing a dividend distribution from surplus amounting to approximately 25% of the Company's non-consolidated cash and deposits as of the end of December 2025 and approximately 1,205.7% of the Company's consolidated dividend payout ratio and approximately 13.8% of dividend on equity would have a significant negative impact on the Company's financial base. The Company believes that this proposal will impede the enhancement of the Company's corporate value in the medium to long term, and is only aimed at realizing short-term profits without regard to the enhancement of the Company's corporate value.

Moreover, if this proposal and the "proposal for acquisition of treasury shares" submitted by

the Proposing Shareholder (LIM) are both approved, approximately 57% of the Company's cash and deposits would flow out in a short period of time, causing a material adverse impact on the Company's medium- to long-term corporate value.

Accordingly, the Board of Directors opposes this proposal.