Notice Regarding the Partial Revisions to the Directors' Remuneration System and the Introduction of a Performance-Linked Restricted Stock-Based Remuneration System

February 13, 2026

To Whom It May Concern

Company name 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)

In response to the opinion given by the Nomination and Remuneration Committee (Chairman: Keiji Miyakawa, Independent Outside Director) in the press release dated January 9, 2026: “Notice Regarding the Opinion Reported by the Company’s Nomination and Remuneration Committee to the Board of Directors Concerning the Partial Revisions to the Directors’ Remuneration System and the Introduction of a Performance-Linked Stock-Based Remuneration System”, at the Board of Directors Meeting held today, a resolution was passed to partially revise the directors’ remuneration system and to introduce a performance-linked restricted stock-based remuneration system (“System Revisions”), and among the System Revisions, the revision to the performance-linked compensation (monetary remuneration) framework and the introduction of a performance-linked stock-based remuneration system will be submitted for approval at the 29th Ordinary General Meeting of Shareholders scheduled to be held on March 30, 2026 (the “General Meeting”). The details are as follows.

1. Background and purpose of the System Revisions

   The remuneration system for the Company’s executive directors (excluding outside directors; the “Eligible Directors”) consists of basic remuneration (monetary remuneration), performance-linked compensation (monetary remuneration), and stock-based remuneration type stock options (stock-based remuneration). To ensure this remuneration system contributes to expanding the Company’s business performance and increasing corporate value, the Nomination and Remuneration Committee, chaired by an independent outside director and the majority of whose members are independent outside directors, has continuously reviewed the system, taking into account information from external research

   institutions, trends at other companies, and other relevant factors. In light of the opinion given by the Nomination and Remuneration Committee, we will revise the remuneration system so that the remuneration system for Eligible Directors will set a higher performance linkage, varying depending on the growth rate of the Company’s performance and other relevant factors, with an aim to further strengthen initiatives for enhancing the Company group’s mid-to long-term corporate value, provide incentives for stable profit growth, and foster greater value sharing with shareholders. Furthermore, the Company has abolished the current stock-based remuneration type stock option system and newly introduced a performance-linked stock-based remuneration system, measured by stock-price growth achievement ratio.

   If the revision to the performance-linked compensation (monetary remuneration) framework and the introduction of a performance-linked stock-based remuneration system are approved as proposed at the General Meeting, the remuneration for the Eligible Directors will consist of basic remuneration, performance-linked compensation and performance-linked stock-based remuneration.

   The remuneration for outside directors will continue to be solely basic remuneration, from the perspective that it is an appropriate remuneration structure given their role and responsibility of overseeing the Company’s management from an independent and objective standpoint.

2. Overview of changes to remuneration system for Eligible Directors

1. Basic Remuneration (monetary remuneration)

   The basic remuneration for directors, which is a fixed remuneration, was approved at the Extraordinary General Meeting of Shareholders held on July 30, 2004, setting an annual maximum amount of 300 million yen (excluding employee salaries for directors who concurrently serve as employees).

   While the fixed remuneration framework remains unchanged from the current remuneration framework, the Nomination and Remuneration Committee will continue to proactively discuss and determine the base remuneration levels for individual directors.

2. Performance-linked compensation (monetary remuneration)

   The Company’s performance-linked compensation has been approved to be paid to the Eligible Directors, as a separate remuneration framework from the fixed remuneration framework, in the amount calculated by the calculation method determined at the 26th Ordinary General Meeting of Shareholders held on March 30, 2023 (setting an annual maximum amount of 300 million yen (excluding employee salaries for directors who concurrently serve as employees)).

   As part of the System Revisions, the Company will revise the calculation method for performance-linked compensation as follows and set the annual maximum amount to 400 million yen (excluding employee salaries for directors who concurrently serve as employees) in order to render the Company’s remuneration system to one with a higher performance linkage, varying depending on the Company’s performance growth.

   The total amount of performance-linked compensation is calculated by multiplying the profit attributable to owners of the parent company by a payout rate that varies based on performance. (For the payout rates, see reference figure 1.)

   The compensation amount for each director shall be determined by the Board of Directors after deliberation by the Nomination and Remuneration Committee, based on the director’s position and other relevant factors, within the compensation limit approved by the shareholders’ meeting. Furthermore, performance-linked indicators (KPI) and other relevant indicators may be subject to change based on shifts in the business environment or revisions to management policies. Such changes would be made through a resolution of the Board of Directors following deliberation by the Nomination and Remuneration Committee, chaired by an independent outside director and the majority of whose members are independent outside directors.

   [Reference figure 1: Performance-linked compensation - Comparison of payout rate under the current system and the new system]

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   System>

   KPI: consolidated operating profit Total payout cap: 300 million yen

   Consolidated operating profit	0 yen or above
   Performance-linked compensation Multiplier for calculating total payout amount	0.50%

   KPI: Profit attributable to owners of the parent company

   Total payout capped at 400 million yen - payouts are determined using a tiered scale. If profit attributable to owners of the parent is below 5.0 billion yen, no payout will be made.

   Profit attributable to owners of the parent company	less than 5.0 billion yen	5.0 billion yen or more less than 10.0 billion yen	10.0 billion yen or more less than 15.0 billion yen	15.0 billion yen or more less than 20 billion yen	20.0 billion yen or more
   Performance-linked compensation Multiplier for calculating total payout amount	0%	0.25%	0.50%	0.75%	1.00%

   • Payment rates will be kept lower in periods of weak performance, and no payment will be made if profit attributable to owners of the parent company is less than 5.0 billion yen. On the other hand, if profit attributable to owners of the parent company exceeds 20.0 billion yen, payments are expected to be higher than under the current system.

   • The five-year average ratio of consolidated operating profit to profit attributable to owners of the parent company is 1.58; therefore, profit attributable to owners of the parent company of 20.0 billion yen corresponds to consolidated operating profit of 31.6 billion yen, representing a relatively high target compared with the Company’s past performance. (For a comparison of the payout amount under the current system and the new system, see reference figure 2).

     [Reference figure 2: Performance-linked compensation – Comparison of payout amount under the current system and the new system]

3. Abolition of stock-based remuneration type stock option system and introduction of performance-linked stock-based remuneration system

At the 24th Ordinary General Meeting of Shareholders held on March 30, 2021, the Company’s stock-based remuneration type stock option system obtained shareholder approval to set the annual amount of remuneration for stock options to be granted as stock-based remuneration type stock options within the range of 300 million yen (excluding employee salaries for directors who concurrently serve as employees) and the annual maximum number of stock options to be granted at 1,500 units (150,000 shares of common stock), as a separate remuneration framework from basic remuneration (monetary remuneration) and performance-linked compensation (monetary remuneration).

As part of the System Revision, the stock-based remuneration type stock option system will be abolished and the performance-linked stock-based remuneration system will be introduced, with an aim to foster management focused on stock price performance and enhance the Company’s corporate value, thereby deepening the sense of unity with shareholders.

In introducing the performance-linked stock-based remuneration system, the total amount of monetary compensation claims to be paid to the Eligible Directors for the grant of performance-linked restricted stock shall be up to 400 million yen for each consecutive three-year period from April 1 to March 31 three years later (“Evaluation Period”), separate from the fixed compensation limit for directors approved at the Extraordinary General Meeting of Shareholders held on July 30, 2004 (up to 300 million yen annually, excluding employee salaries) and the limit on directors’ performance-linked compensation described in “(2) Performance-linked compensation (monetary remuneration)” (up to 400 million yen