Notice Concerning Commencement of
the Tender Offer for Share Certificates, Etc. of
SB Technology Corp. (Securities Code: 4726)

Ⅰ. Purpose of the Tender Offer, Etc.

1. (1)
   Outline of the Tender Offer
   The Tender Offeror is a subsidiary of SoftBank Group Corp. (“SBG”) in which SBG holds 40.47% (which is the percentage, rounded to two decimal places, of the number of shares held to the total number of issued shares, excluding treasury shares, of the Tender Offeror as of September 30, 2023 stated in the 2nd Quarterly Securities Report for the 38th Fiscal Year filed by the Target Company on November 10, 2023) of the issued shares (excluding treasury shares) through SoftBank Group Japan Corp. (“SBGJ”), which is a wholly-owned subsidiary of SBG, and the common shares of the Tender Offeror are listed on the Prime Market of the TSE. The Tender Offeror holds 10,735,000 shares of the Target Company Shares (ownership ratio^*1: 52.81%), which are listed on the Prime Market of the TSE, and the Target Company is a consolidated subsidiary of the Tender Offeror as of today.

   [Note]

   1. *1
      “Ownership ratio” means the percentage (rounded to two decimal places) of the difference (20,325,933 shares) (the “Total Number of Shares After Considering Target Company Potential Shares”) of the sum of (1) the total number of issued shares of the Target Company as of March 31, 2024 (22,757,800 shares) stated in the Consolidated Financial Results for the Fiscal Year Ended March 2024 (Under Japanese GAAP) released by the Target Company on April 25, 2024 (the “Target Company's Financial Results”), plus (2) the number of shares (424,200 shares in total) represented by the total number of all of the Stock Acquisition Rights (4,242 units) outstanding as of March 31, 2024 (according to the Target Company, 1,580 units of the 2018 First Series of Stock Acquisition Rights (shares to be issued upon the exercise thereof: 158,000 shares), 2,160 units of the 2021 First Series of Stock Acquisition Rights (shares to be issued upon the exercise thereof: 216,000 shares), and 502 units of the 2022 First Series of Stock Acquisition Rights (shares to be issued upon the exercise thereof: 50,200 shares)) which are the 2018 First Series of Stock Acquisition Rights (1,800 units (shares to be issued upon the exercise thereof: 180,000 shares)), the 2021 First Series of Stock Acquisition Rights (2,290 units (shares to be issued upon the exercise thereof: 229,000 shares)) and the 2022 First Series of Stock Acquisition Rights (547 units (shares to be issued upon the exercise thereof: 54,700 shares)) stated in the Annual Securities Report for the 35th Fiscal Year filed by the Target Company as of June 19, 2023 (the “Target Company's Securities Report”), less (3) the number of treasury shares held by the Target Company as of March 31, 2024 (2,856,067 shares) stated in the Target Company's Financial Results; the same applies to statements regarding ownership ratios below, unless otherwise specified.

   The Tender Offeror decided to implement the Tender Offer in which all of the Target Company Shares (excluding the Target Company Shares held by the Tender Offeror and treasury shares held by the Target Company) and all of the Stock Acquisition Rights are subject to the Tender Offer, and the purchase price per share of the Target Company Shares (“Tender Offer Price”) is 2,950 yen and the purchase price per unit of the Stock Acquisition Rights (“Stock Acquisition Right Purchase Price”) is 1 yen as part of a series of the transactions for the purpose of making the Tender Offeror the sole shareholder of the Target Company and making the Target Company a wholly-owned subsidiary of the Tender Offeror (the “Transactions”).
   Because the Tender Offeror intends to make the Tender Offeror the sole shareholder of the Target Company and make the Target Company a wholly-owned subsidiary of the Tender Offeror through the Tender Offer, the minimum number of share certificates, etc. to be purchased has been set by the Tender Offeror at 2,815,600 shares (ownership ratio: 13.85%), and if the total number of share certificates, etc. tendered in response to the Tender Offer (the “Tendered Share Certificates, Etc.”) is less than the minimum number of share certificates, etc. to be purchased, the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. Conversely, given that the Tender Offeror intends to make the Tender Offeror the sole shareholder of the Target Company and make the Target Company a wholly-owned subsidiary of the Tender Offeror through the Tender Offer, there therefore is no maximum number of shares to be purchased, and if the total number of the Tendered Share Certificates, Etc. meets or exceeds the minimum number of share certificates, etc. to be purchased (2,815,600 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc. In addition, the minimum number of share certificates, etc. to be purchased (2,815,600 shares) has been set so that the total number of voting rights of the Target Company to be held by the Tender Offeror after the successful completion of the Tender Offer becomes the product of the number of voting rights represented by the Total Number of Shares After Considering Target Company Potential Shares (203,259 voting rights) multiplied by two-thirds (135,506 voting rights; rounded up to the nearest whole number). The reason for setting the minimum number of share certificates, etc. to be purchased as described above is because while the Target Company intends to make the Tender Offeror the only shareholder of the Target Company and make the Target Company a wholly-owned subsidiary of the Tender Offeror in the Transactions, if the Tender Offeror is not able to acquire all of the Target Company Shares (excluding the Target Company Shares held by the Tender Offeror and treasury shares held by the Target Company) and all of the Stock Acquisition Rights, a special resolution at the shareholders' meeting as prescribed in Article 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005; as amended; the same applies hereinafter) is required for implementing the procedures for the share consolidation as set out in “(4) Policy for Organizational Restructuring, Etc. after the Tender Offer (Matters relating to the so-called “Two-Step Acquisition”)” below, and the Tender Offeror is required to acquire the number of voting rights equivalent to two-thirds or more of the number of voting rights of all shareholders of the Target Company that is equal to the voting right ratio necessary for the Tender Offeror to pass a special resolution. In addition, because the Tender Offeror holds 10,735,000 shares of the Target Company Shares (ownership ratio: 52.81%) as of today, if the minimum number of share certificates, etc. to be purchased is set to the so-called “majority of minority” in the Tender Offer, it would create uncertainty as to whether the Tender Offer could be completed, and may not actually be in the interests of minority shareholders of the Target Company who wish to tender their shares in response to the Tender Offer. For this reason, in the Tender Offer, the Tender Offeror does not set the minimum number of share certificates, etc. to be purchased to the so-called “majority of minority.” For the details of the measures to ensure the fairness of the Tender Offer, please refer to “(Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest)” in “(B) Background of Valuation” in “(4) Basis of Valuation, Etc. regarding Price of the Tender Offer” in “Ⅱ. Outline of the Tender Offer” below.
   If the Tender Offeror is not able to acquire all of the Target Company Shares (excluding the Target Company Shares held by the Tender Offeror and treasury shares held by the Target Company) and all of the Stock Acquisition Rights through the Tender Offer despite the successful completion of the Tender Offer, the Tender Offeror intends to carry out a set of procedures for making the Tender Offeror the only shareholder of the Target Company (the “Squeeze-Out Process”) after the successful completion of the Tender Offer. For the details of the Squeeze-Out Process, please refer to “(4) Policy for Organizational Restructuring, Etc. after the Tender Offer (Matters relating to the so-called “Two-Step Acquisition”).”
   In addition, according to the “Announcement of Opinion in Favor of the Tender Offer for the Company Shares, Etc. by SoftBank Corp, the Company's Parent Company, and Recommendation of Tender” released by the Target Company on April 25, 2024 (the “Target Company's Press Release”), the Target Company resolved at the Target Company's board of directors meeting held on April 25, 2024 to express its opinion in favor of the Tender Offer and to recommend that the Target Company's shareholders tender shares in the Tender Offer, and to leave the decision on whether the holders of the Stock Acquisition Rights (the “Stock Acquisition Right Holders”) tender their Stock Acquisition Rights in the Tender Offer to the judgment of those Stock Acquisition Right Holders.
   For the details of the background behind, and the reason for, the decision-making of the Target Company, please refer to the Target Company's Press Release and “(ⅲ) Decision-Making Process and Reasoning of the Target Company” in “(A) Background, Purpose, and Decision-Making Process with respect to Conducting the Tender Offer” in “(2) Background, Purpose, and Decision-Making Process with respect to Conducting the Tender Offer, and Management Policy after the Tender Offer” below.

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