(Amendment) Notice Regarding Amendment to the ‘Notice Regarding the Commencement of the Tender Offer for Share Certificates of DIGITAL HOLDING, INC.

To all parties concerned.

October 28, 2025

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., 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”), and commenced the Tender Offer on September 12, 2025.

On October 28, 2025, the Tender Offeror decided to extend the tender offer period of the Tender Offer until November 12, 2025, making the total period 40 business days. This decision was made after comprehensively taking into account the status of the tendering of shares in the Tender Offer and the prospect of the Target Company’s shareholders and the Stock Acquisition Rights Holders tendering their share certificates to provide them with additional time to make an informed decision and to increase the likelihood of successfully completing the Tender Offer. The Target Company resolved, at its board of directors’ meeting held on October 28, 2025, to continue expressing its support for the Tender Offer and to maintain its position that the decision to tender should be left to the judgment of the Target Company’s shareholders and the Stock Acquisition Rights Holders, and that the Tender Offeror has completed the verification of the Target Company’s share certificates held by Specially Related Parties and confirmed that there are no changes in the information regarding the number of these share certificates as stated in the Tender Offer Registration Statement. Accordingly, certain matters described in the Tender Offer Registration Statement submitted on September 12, 2025, require correction. Therefore, the Tender Offeror will submit an Amended Tender Offer Registration Statement under Article 27-8, Paragraph (2) of the Financial Instruments and Exchange Act and hereby announces the following revisions to the Notice Regarding the Commencement of the Tender Offer for Share Certificates of DIGITAL HOLDINGS, INC. (Securities Code: 2389) dated September 11, 2025:

The parts that are to be revised are underlined.

1. Purpose of the Tender Offer

   1. Background, Purpose, and Decision-Making Process Leading to the Decision to Implement the Tender Offer and Management Policy Following the Tender Offer

      1. Background, Purpose, and Decision-Making Process Leading to the Decision by the Tender

         Offeror to Implement the Tender Offer (Before revisions)

         Following those discussions and negotiations, on September 11, 2025, the Tender Offeror decided to set the Tender Offer Price at JPY 1,970 and to commence the Tender Offer as part of the Transaction.

         (After revisions)

         Following those discussions and negotiations, on September 11, 2025, the Tender Offeror decided to set the Tender Offer Price at JPY 1,970 and to commence the Tender Offer as part of the Transaction.

         The Tender Offeror commenced the Tender Offer on September 12, 2025, but on October 28, 2025, the Tender Offeror decided to extend the tender offer period of the Tender Offer (the “Tender Offer Period”) until November 12, 2025, making the total period 40 business days. This decision was made after comprehensively taking into account the status of the tendering of shares in the Tender Offer and the prospect of the shareholders of the Target Company and the Stock Acquisition Rights Holders tendering their share certificates in the Tender Offer in order to provide them with additional time to consider whether to tender their shares certificates in the Tender Offer and to increase the likelihood of the successful completion of the Tender Offer.

      2. The Target Company’s Decision-Making Process and Reasons for Decision Supporting Tender Offer

         (Before revisions)

         Based on the above, the Target Company resolved at its Board of Directors meeting held on September 11, 2025 to (i) express its opinion in support of the Tender Offer and (ii) leave the decision to the shareholders of the Target Company and the Stock Acquisition Rights Holders of the Target Company as to whether or not to tender their securities in the Tender Offer.

         (After revisions)

         Based on the above, the Target Company resolved at its Board of Directors meeting held on September 11, 2025 to (i) express its opinion in support of the Tender Offer and (ii) leave the decision to the shareholders of the Target Company and the Stock Acquisition Rights Holders of the Target Company as to whether or not to tender their securities in the Tender Offer.

         Subsequently, on September 22, 2025, SilverCape Investments Limited (“SilverCape”) notified the Target Company that a corporation in which SilverCape or its affiliates directly or indirectly invest would (i) conduct a tender offer (the “Counterproposal”) for all of the Target Company’s issued common shares and stock acquisition rights, with a minimum of 3,927,700 shares (equivalent to 22% of the Target Company’s total issued shares) at a tender offer price of 2,380 yen per share, (ii) request to conduct due diligence on the Target Company and its major group companies' businesses, primarily aimed at advancing the consideration of this tender offer, a subsequent potential squeeze-out, and the delisting of the Target Company.

         In order to gather information necessary to determine whether the Counterproposal constitutes a “bona fide offer” as defined in Section 3.1.2 of the “Guidelines for Corporate Takeovers -Enhancing Corporate Value and Securing Shareholders’ Interests–” (the “Guidelines for Corporate Takeovers”) published by the Ministry of Economy, Trade and Industry on August 31, 2023, the Target Company and the Special Committee carefully reviewed the proposal by exchanging written questions and answers, and conducting Q&A sessions via web meetings with SilverCape after receiving advice from Mizuho Securities and Nagashima Ohno & Tsunematsu. Based on this, on October 16, 2025, the Target Company submitted to the Special Committee its determination on whether (i) the Counterproposal constitutes a “bona fide offer” as defined in Section 3.1.2 of the Guidelines for Corporate Takeovers, and (ii) whether the Target Company's Board of Directors should grant SilverCape an opportunity for due diligence, taking into account whether the Counterproposal constitutes a “bona fide offer ” and other relevant circumstances, and if so, to what extent; (iii) if the Counterproposal is determined to constitute a “bona fide offer,” what opinion the Target Company's Board of Directors should express regarding the Counterproposal; and (iv) whether the content of the Advisory Report regarding the Transaction submitted by the Special Committee to the Board of Directors on September 10, 2025, based on this Counterproposal, should be amended. (the “Additional Consultation Matters”). Simultaneously, the Target Company resolved to grant the Special Committee the authority to: (i) gather information necessary for reviewing the Additional Consultation Matters; (ii) appoint its own financial and legal advisors at the Target Company's expense (including the option to appoint advisors identical to those appointed by the Target Company); (iii) the authority to negotiate with SilverCape and other third parties making proposals to the Target Company, and (iv) the authority to handle other matters necessary for the examination of the Additional Consultation Matters.

         Subsequently, prior to the completion of the Target Company’s review, SilverCape announced on October 20, 2025, that it would commence the Counter Tender Offer. In response, the Target Company carefully deliberated and reviewed whether the Target Company could maintain its position of supporting the Tender Offer even after the announcement that the Counter Tender Offer would commence.

         Following consultation on the Additional Advisory Matters and the announcement of the Counter Tender Offer, the Special Committee reconvened on October 22, 2025. The Special Committee has confirmed that the members of the Special Committee, Mizuho Securities, acting as a Financial Advisor and third-party valuation institution, and Nagashima Ohno & Tsunematsu, acting as Legal Advisor, do not constitute a related party of SilverCape, have no material interest in the outcome of the Transaction or the Counterproposal, and have no

         independence concerns. Based on this confirmation, the Special Committee carefully reviewed the Additional Consultation Matters with the advice of Mizuho Securities and Nagashima Ohno & Tsunematsu and carefully deliberated on the Additional Advisory Matters.

         Subsequently, the Target Company received the “Supplementary Advisory Report” from the Special Committee the dated October 28, 2025 (the “Supplementary Advisory Report”) as the result of its deliberations and obtained an advisory opinion as follows: (i) Since it had already been announced on October 20, 2025, that the Counter Tender Offer would commence around late November 2025, consideration of whether the Counter Proposal constituted a “bona fide offer” is omitted; (ii) According to the Planned Commencement Press Release, the conduct of due diligence on the businesses of the Target Company and its major group companies is not a precondition for the Counter Tender Offer. Therefore, consideration of whether the Target Company's Board of Directors should grant SilverCape an opportunity for due diligence, and if so, to what extent, is omitted; (iii) The proposal regarding the Counter Tender Offer should continue to be carefully considered; and (iv) In the “Advisory Report” dated September 10, 2025, the Special Committee recognized that: (A) The purpose of the Transaction is reasonable and the Transaction is deemed to contribute to enhancing the Target Company's corporate value, (B)While the terms of the Transaction (including the level of the acquisition consideration, the method of acquisition, and the type of consideration) are not unfair, the Tender Offer Price and the Purchase Price for the Stock Acquisition Rights do not reach a level that can be considered sufficiently high to actively recommend participation in the Tender Offer. Therefore, it cannot be said that participation in the Tender Offer should be recommended to the Target Company's shareholders and Stock Acquisition Rights Holders, (C)The procedures for the Transaction (including whether sufficient procedures have been implemented to ensure the fairness of the transaction terms) are deemed fair; and (D) Based on points (A) to (C), the Transaction is deemed not disadvantageous to the Target Company's minority shareholders. Therefore, the Special Committee has advised that while it is appropriate for the Target Company's Board of Directors to express an opinion in support of the Tender Offer, it is also appropriate to state that the decision to tender or not to tender should be left to the judgment of the Target Company's shareholders and Stock Acquisition Rights Holders. Furthermore, the Target Company has received an advisory opinion stating

         (a) even considering the planned commencement of the Counter Tender Offer, no changes are recognized at this time to the circumstances forming the basis for the Special Committee's advisory opinion mentioned above. Therefore, there is no change to the Special Committee's recommendation that it is appropriate for the Target Company's Board of Directors to express its support for the Tender Offer. Therefore, there is no change to the Special Committee's recommendation that it is appropriate for the Target Company's Board of Directors to express its support for the Tender Offer, (b) considering the counter-offer price (2,380 yen per share) exceeds the Tender Offer Price (1,970 yen per share), it is appropriate to express the opinion that whether to tender shares in the Tender Offer should be left to the judgment of the Target Company's shareholders and Stock Acquisition Rights Holders.

         Based on the Supplementary Advisory Report, the Target Company resolved, at its Board of Directors held on October 28, 2025, to continue expressing its support for the Tender Offer and to maintain its position that the decision to tender in the Tender Offer should be left to the

         judgment of the Target Company’s shareholders and Stock Acquisition Rights Holders. This resolution was passed unanimously by eight directors of the Target Company (including those serving as Audit Committee members) excluding Mr. Hachimine and Mr. Nouchi.

   2. Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest

C. Establishment of Independent Special Committee by Target Company and Obtainment of Advisory Report from Special Committee

(Before revisions)

(iii) Decisions by Special Committee

v. Propriety for the Board of Directors of the Target Company to express an opinion in support of the Tender Offer and leave the decision to the Company’s shareholders and the Stock Acquisition Rights Holders as to whether to tender their securities in the Tender Offer

It is recognized that it is proper for the Board of Directors of the Target Company to pass a resolution expressing an opinion in support of the Tender Offer. On the other hand, while the Tender Offer Price and the Stock Acquisition Right Purchase Price possess a certain degree of rationality from the perspective of providing minority shareholders and the Stock Acquisition Rights Holders with an opportunity to recover their investments, and cannot be deemed to lack fairness, it is recognized that the Tender Offer Price and the Stock Acquisition Right Purchase Price have not reached a level that would allow for active recommendation of tendering their securities in the Tender Offer. Therefore, the Special Committee cannot advise that the Target Company should recommend that the Target Company’s shareholders and the Stock Acquisition Rights Holders tender their securities in the Tender Offer and considers it appropriate for the Target Company to express its opinion to leave the decision to the Target Company’s shareholders and the Stock Acquisition Rights Holders as to whether to tender their securities in the Tender Offer.

(After revisions)

(iii) Decisions on Matters for Consultation by Special Committee

v. Propriety for the Board of Directors of the Target Company to express an opinion in support of the Tender Offer and leave the decision to the Target Company’s shareholders and the Stock Acquisition Rights Holders as to whether to tender their securities in the Tender Offer

It is recognized that it is proper for the Board of Directors of the Target Company to pass a resolution expressing an opinion in support of the Tender Offer. On the other