Okabe Co., Ltd.TSE: 5959

Notice of Secondary Offering of Shares

· Issued by Okabe Co., Ltd.

Note: This document has been translated from a part of 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.



November 21, 2025

For Immediate Release

Company name

Okabe Co., Ltd.

Representative

Hirohide Kawase, Representative Director,

President and Chief Executive Officer

(Securities Code: 5959, TSE Prime Market)

Contact

Hisanori Ekawa, Director, Operating Officer

and Executive General Manager of Administrative Division

(TEL. +81-3-3624-5119)

Notice of Secondary Offering of Shares

Okabe Co., Ltd. (the "Company") hereby announces that it resolved at a meeting of its Board of Directors held on November 21, 2025 in relation to a secondary offering of shares of its common stock (the "Secondary Offering") as follows.

  1. Secondary Offering of Shares (Secondary Offering by way of Purchase and Underwriting by the underwriters)

    (1)

    Class and Number of

    Shares to be Offered

    2,000,000 shares of common stock of the Company.

    (2)

    Selling Shareholders and

    Number of Shares to be Offered

    Mizuho Bank, Ltd.

    1,000,000 shares

    MUFG Bank, Ltd.

    1,000,000 shares

    (3)

    Selling Price

    Undetermined. (The selling price will be determined in accordance with the method stated in Article 25 of the Regulations Concerning Underwriting, Etc. of Securities of the Japan Securities Dealers Association, based on the indicative price calculated by multiplying the closing price of common stock of the Company in ordinary transaction on the Tokyo Stock Exchange Inc. on a certain date between Tuesday, December 2, 2025 and Thursday, December 4, 2025 (the "Pricing Date") (or, if no closing price is quoted on the Pricing Date, the closing price of the immediately preceding day) by a factor between 0.90 and 1.00 (with any fraction less than 1 yen

    being rounded down), and by taking into account market demand.)

    (4)

    Method of Secondary Offering

    The secondary offering of shares will be offered by way of purchase and underwriting of the aggregate number of shares by the underwriters.

    As commission to the underwriters, the aggregate amount of the difference between

    the selling price and the underwriting price (at which the selling shareholders shall be paid as a purchase price per share by the underwriters) shall be paid.

    (5)

    Share Delivery Date

    A day that is the fifth business day immediately following the Pricing Date.

    (6)

    The selling price and any other matters necessary for the Secondary Offering by way of Purchase and Underwriting by the underwriters will be approved at the discretion of Hirohide Kawase, Representative Director, President and

    Chief Executive Officer of the Company.

  2. Secondary Offering of Shares (Secondary Offering by way of Over-allotment)

(1)

Class and Number of Shares to be Offered

300,000 shares of common stock of the Company.

The number of shares above is the maximum number of shares to be offered, and may decrease or the Secondary Offering by way of Over-allotment itself may be cancelled, depending on market demand of the Secondary Offering by way of Purchase and Underwriting by the underwriters. The number of shares to be offered will be determined on the Pricing Date, after taking the market demand into

consideration.

(2)

Selling Shareholder

The designated underwriter (the "Designated Underwriter")

(3)

Selling Price

Undetermined. (The selling price will be determined on the Pricing Date. Further,

the selling price will be the same as the selling price in the Secondary Offering by way of Purchase and Underwriting by the underwriters.)

(4)

Method of Secondary Offering

After consideration of the market demand for the Secondary Offering by way of Purchase and Underwriting by the underwriters, the Designated Underwriter will offer the shares of common stock of the Company by borrowing no more than

300,000 shares from certain shareholders of the Company.

(5)

Share Delivery Date

The share delivery date shall be the same as the share delivery date in the Secondary

Offering by way of Purchase and Underwriting by the underwriters.

(6)

The selling price and any other matters necessary for the Secondary Offering by way of Over-allotment will be

approved at the discretion of Hirohide Kawase, Representative Director, President and Chief Executive Officer of the Company.

(7)

If the Secondary Offering by way of Purchase and Underwriting by the underwriters is cancelled, the Secondary

Offering by way of Over-allotment shall also be cancelled.