August 16, 2024
Dear all,Company name: SUNCORPORATIONName of representative: Ryusuke Utsumi,
CEO(Code No. 6736 TSE Standard)Contact:Yoshimi Kimura
Senior Managing Director(Tel 052-756-5981)

Notice of the results of the Tender Offer by Hebara Holdco II, L.P. for the Sharesin the Company, and the Change in the Status of the Major Shareholders
We hereby announce that the tender offer (the “Tender Offer”) for the company’s common stock (the “Company’sshares”) initiated on June10, 2024 by Hebara Holdco II, L.P. (the “Tender Offeror”) was completed on August 15,
2024 as follows.
Please also be informed that based on these results, changes are expected in terms of the status of the major
shareholders on August 22, 2024 (the Commencement Date of the Settlement of the Tender Offer).
I.

Results of the Tender Offer

Today, we received a report on the results of the Tender Offer from the Tender Offeror as per the attached “Hebara
Holdco II, L.P.(E3978) Tender Offer Report (公開買付報告書)”.
Since the total number of share certificates tendered into the Tender Offer is equal to or greater than the lower
limit of the shares to be purchased (1,116,400 shares), the Tender Offer has been successfully completed.
II.

Change in the status of major shareholders

1. Scheduled date of the change
August 22, 2024 (the Commencement Date of the Settlement of the Tender Offer)
2. Background to the change
Today, we received a notice from the Tender Offeror to the effect that as a result of this successful Tender Offer,
the Tender Offeror would acquire 4,239,500 shares of the Company’s shares.
As a result, upon settlement of the Tender Offer, the Tender Offeror will become a major shareholder of theCompany as of August 22, 2024 (the Commencement Date of the Settlement of the Tender Offer).

3. Overview of the change in the status of major shareholders
(1)

Name

(2)

Location.

(3)

Basis of establishment, etc.

(4)Compositional purpose(5)Date of composition

28 March 2024.

(6)

Total amount of investment

0 yen

(7)

Outline of investors(8)

Overview of operating partners
Name
Location.
Title and name of officer
Total amount of investment(9)

Location.

(11)

(12)

1209 Orange Street, Wilmington, New Castle County, Delaware
USA19801
The Offeror is a limited partnership incorporated under the laws of theState of Delaware, USA.
The main purpose of the Offer is to acquire and own shares in theCompany through the Offer.

True Wind Capital II, L.P.
True Wind Capital II-A, L.P.
True Wind Capital GP II, LLC
1209 Orange Street, Wilmington, New Castle County, Delaware
USA19801
Managing member Adam H. Clammer
Managing member James H. Greene, Jr.
0 yenOverview of domestic agents.
Name(10)

Hebara Holdco ll L.P.

Nishimura & Asahi, Foreign Law Joint Enterprise
Lawyer, Asa Shinkawa
Otemon Tower, 1-2, Otemachi 1-chome, Chiyoda-ku, Tokyo

Relationship between the listed company and the Offeror
Capital ties

As of 10 June 2024, the Offeror holds 100 shares in the Company.

Personal relations

Not applicable

Business relations

Not applicable

Status as a related party

Not applicable

Relationship between the listed company and the managing partner
Capital ties

Not applicable

Personal relations

Not applicable

Business relations

Not applicable

Status as a related party

Not applicable

Relationship between the listed company and domestic agents
Capital ties

Not applicable

Personal relations

Not applicable

Business relations

Not applicable

Status as a related party

Not applicable4. Number of voting rights held by the shareholder (number of shares held) before and after the change, andthe ratio of the voting rights to those held by all the shareholders of the Company
Category
Before the―changeAfter thechange

Major shareholder

Number of voting rights(Number of shares held)

Ratio of the voting

Rankingrights to those held by

among large

all shareholders

shareholders

0.00％

―

19.01%

Second1unit (100 shares)
42,396 units(4,239,600 shares)(Note 1)
The ratio of the number of voting rights to those of all shareholders, both before and after the change, is calculated
as follows. The number of shares issued and outstanding as of June 26 2024 (24,007,728 shares) as stated in
the Company’s 53rd Annual Securities Report (the "Annual Securities Report"), minus the number of treasury
shares held by the Company as of March 31, 2024 (1,769,277 shares) as stated in this Annual Securities Report(22,238,451 shares), is to be increased by the following stock options as of May 31, 2024: The 5th Stock Option
amounting to 71 units (7,100 shares), the 6th Stock Option amounting to 150 units (15,000 shares), the 9th Stock
Option amounting to 4,577 units (45,770 shares). The total of all of the stock options amount to 67,870 shares,
which increases the 22,238,451 shares to 22,306,321 shares with 223,063 voting rights (units).
(Note 2)The percentage of the total voting rights is rounded off to two decimal places.
5. Future prospects
This Tender Offer will not affect our business performance.
(Attachments) “Hebara Holdco II, L.P.(E3978) Tender Offer Report (公開買付報告書)” dated August 16, 2024