DyDo GROUP HOLDINGS

Purpose of the Plan

The purpose of this plan is to establish rules beforehand regarding the large-scale acquisition of stock, to prevent our company's financial and business policy decisions from being dominated by a person or entity with a risk of taking actions contrary to our corporate philosophy of striving for harmonious coexistence and mutual prosperity with all stakeholders, harming the good relations we have with people connected with our company, and consequently having a major adverse impact contrary to the joint interests of shareholders. More specifically, for persons who attempt large-scale acquisition, without the prior agreement of the Board of Directors, and with the purpose of increasing voting rights to 20% or more, our company shall:

• 1) Require the submission of necessary and sufficient information before execution;
• 2) Secure time for information gathering, review, and similar tasks relating to the large-scale acquisition, and;
• 3) On that basis, present the plan of our company's management or an alternative plan to all shareholders, and conduct negotiations with the large-scale purchaser if necessary.

Through these efforts we will provide necessary and sufficient information and time to all shareholders, with the aim of enabling them to make a proper decision regarding whether or not to respond to the pertinent large-scale acquisition.

Reasons for Continuing with the Plan

For the Company, the decision whether to agree to a large-scale acquisition by a large-scale purchaser should ultimately be entrusted to the judgment of shareholders, and the Company will not necessarily unconditionally reject a bid to participate in the Company’s management if the acquisition would dramatically enhance the Company’s corporate value.
The purpose of the large-scale acquisition rules under the Plan is to ensure that shareholders are provided not only with the information necessary to determine whether to accept a large-scale acquisition, but also with the opinion of the Board of Directors, which is responsible for the management of the Company, thereby securing an opportunity for shareholders to consider alternative proposals.
While the pursuit of short-term profits by certain groups or entities could result in acquisition proposals, such moves may ultimately disadvantage other shareholders. When an acquisition proposal is made, the determination of whether to accept such proposal rests with the shareholders, and the Company believes that establishing large-scale acquisition rules will enable shareholders to make decisions based on sufficient and accurate information.

Accordingly, by continuing the Plan, the Company has determined that it is incumbent upon the Board of Directors to remain prepared for unforeseen circumstances—such as acquisition attempts that clearly harm the interests of general shareholders, including those by acquirers who fail to comply with the rules—so as to safeguard the common interests of shareholders.

Overview of Rules for Large-Scale Acquisition

Note. The aim of this diagram is to help you to understand the Plan. As such, although it depicts an outline of typical procedures, it should by no means be considered as showing all procedures that can be taken. For further details, please refer to the following.

(The above information is based on the timely disclosure announced on March 4, 2026.)