Statement of Important Matters for PlanetDAO005

This document sets out important matters concerning the shares issued by PlanetDAO005 Inc. (the “Company”) (the “Shares”). Investors intending to acquire the Shares should read this document carefully and fully understand its contents before applying to subscribe for and acquiring the Shares.

The Company separately publishes its articles of incorporation and the “PlanetDAO005 Rulebook”. Investors should also read those documents carefully and fully understand the nature of the Company’s business before applying to subscribe for and acquiring the Shares.
In this document, the “Subject Property” means the former Takeiro (旧竹井楼) located at 16 Dosenji-cho, Yamatokoriyama City, Nara Prefecture (a two-storey wooden building with a total floor area of approximately 300 m², one building), as defined in Article 2 of the Terms of Service (the “Terms”); the same shall apply hereinafter.

1. Risk of Fluctuations in Indicators
   The Company will invest the funds contributed by the shareholders of the Shares (the “Shareholders”) principally in the lease, renovation and operation of the Subject Property as an accommodation facility. Accordingly, fluctuations in the occupancy rate of the accommodation facility, in prevailing room rates, in necessary expenses and in taxes and public dues may adversely affect the Company’s earnings. In particular, the rent payable by the Company to the current owner is set at an amount equivalent to the annual fixed asset tax and city planning tax levied in respect of the Subject Property, and increases or decreases automatically in line with the annual review of the assessed value of the fixed assets; accordingly, an increase in the rent may adversely affect the Company’s earnings. In addition, if the Subject Property has any defect or non-conformity, or is in a condition lacking the qualities it should ordinarily possess, unplanned repair costs and other expenses may arise, which may adversely affect the Company’s earnings. Please note that the Subject Property is a wooden building constructed approximately 150 years ago, and that the likelihood of unforeseen repairs becoming necessary in the course of the renovation works is comparatively high. Furthermore, the Subject Property may be damaged, destroyed or deteriorate as a result of accidents, natural disasters such as earthquakes, tsunami, volcanic activity, wind and flood damage, or the passage of time; in such cases, not only may unforeseen expenses arise, but the building may also be rendered inoperable for a certain period, which may adversely affect the Company’s earnings. Moreover, if there is a defect in the installation or preservation of structures on land (including buildings) and damage is thereby caused to a third party, the Company may bear an obligation to compensate for such damage. As a result of these matters and other fluctuations in the asset value of, or in the income associated with, the Subject Property, the price of the Shares may fluctuate after purchase, and the Shareholders may suffer a loss of the principal contributed, a reduction in profits, or other losses.
2. Credit Risk
   In addition to the matters described in Item 1, the price of the Shares may fluctuate after purchase as a result of a deterioration in the Company’s business or financial condition, its insolvency, or its default or non-performance of obligations, and the Shareholders may suffer a loss of the principal contributed, a reduction in profits, or other losses.
3. Risks relating to Rights for the Subject Property
   The Company will not acquire ownership of the Subject Property. The Company has reached agreement with Mr. Katsutoshi Takei, the current owner of the Subject Property (the “Current Owner”), to enter into an ordinary building lease agreement governed by the Act on Land and Building Leases (and not a fixed-term building lease agreement under Article 38 of that Act), under which the Company will be granted the right to use the Subject Property for the Business (as defined in Article 2 of the Terms; the same shall apply hereinafter). The lease term runs from the handover date (August 28, 2026) to March 31, 2047, being a term intended to secure a business period of approximately twenty (20) years from the planned opening date (April 2027).
   Under the draft of that lease agreement, the Company bears no obligation to restore the Subject Property to its original condition upon termination of the lease and is not required to remove the equipment, fixtures, fittings or other items it has installed at the Subject Property; however, ownership of those items transfers to the Current Owner free of charge at the time of termination of the lease agreement. The Company also waives the right to demand the purchase of fixtures under Article 33 of the Act on Land and Building Leases. In other words, because the Company will make renovation investments in real property that it does not own, and will not claim any consideration for those investments upon termination of the lease, the Company may be unable to recover all or part of those renovation investments.
   Furthermore, part of the renovation works at the Subject Property is expected to be carried out with the benefit of subsidies, and the treatment of such equipment upon termination of the lease is to be determined in consultation with the Current Owner having regard to the restrictions on the disposal of property set out in the subsidy guidelines and related rules; accordingly, the Company may be required to bear burdens it does not anticipate.
   As a result of the foregoing, the price of the Shares may fluctuate after purchase, and the Shareholders may suffer a loss of the principal contributed, a reduction in profits, or other losses.
   Upon completion of the execution of the lease agreement, the Company will update this document and share its contents.
4. Matters concerning succession to the Business
   Under the draft of that lease agreement, the Current Owner, or a party designated by the Current Owner, may succeed to the Business where: (i) upon expiry of the lease term, the Current Owner or a member of the Current Owner’s family intends to use the Subject Property itself, to change its use, or to operate it itself; (ii) the continuation of the Business by the Company becomes difficult and the Company seeks to terminate that lease agreement; or (iii) the Current Owner and the Company so agree in writing.
   In such a case, the Current Owner or the party designated by the Current Owner is to acquire all shares in the Company held by shareholders of the Company other than the Current Owner, and the total consideration is to be an amount equal to the total amount of capital raised by the Company from those shareholders (the aggregate of the subscription amounts paid by each shareholder). That consideration does not increase or decrease regardless of the Company’s assets, liabilities, surplus, accumulated profit or loss, or the presence or size of any dividends paid during the lease term.
   Accordingly, even if the Business performs well and the enterprise value of the Company increases, the amount received by the Shareholders upon succession to the Business will remain equal to their subscription amount, and the Shareholders will not enjoy that increase. Conversely, even if the Business performs poorly, an amount equal to the subscription amount will be paid so long as succession to the Business takes place; however, this presupposes payment by the Current Owner or the party designated by the Current Owner, and the Company does not guarantee that such payment will in fact be made.
   If the Business terminates in a manner that does not involve succession to the Business, the Shareholders may not receive a return of their subscription amount.
5. Risks relating to the amount of funds raised
   The target amount to be raised in the offering of the Shares is 60,775,000 yen, and the minimum amount required in order to implement the project is 52,354,000 yen. If, as a result of the offering, the amount raised falls short of the target amount, the Company may change its business plan, for example by reducing the scope of the renovation works or by postponing part of the opening preparations. In such a case, the Company’s earnings and the price of the Shares may be adversely affected.
   In addition, if the amount raised falls below the minimum amount referred to above, the Company will reconsider the scope of the project, its funding sources and how to proceed, and may discontinue the offering of the Shares pursuant to Article 5, Paragraph 3 of the Terms.
6. Risks relating to the construction period and the opening date
   The renovation works at the Subject Property are scheduled to commence in early October 2026, with opening planned for April 2027. However, the Subject Property is a wooden building constructed approximately 150 years ago, and the construction period may be extended, or the construction costs may increase, as a result of unforeseen repairs becoming necessary in the course of the works, shortages of materials or personnel, natural disasters or other causes. In such a case, the opening may be delayed and the Company may not obtain the earnings originally anticipated.
   It should further be noted that the expiry date of the lease term is fixed at March 31, 2047, and the lease term will not be extended even if the construction period is extended. Accordingly, if the opening is delayed, the effective business period will be shortened.
7. Restrictions on Withdrawal of Application
   An investment applicant who has completed an application (as defined in Article 2 of the Terms; the same shall apply hereinafter) may not withdraw that application. This does not apply, however, where, after the application has been made, the Company changes any material matter among those listed in the items of Article 3, Paragraph 1 of the Terms or those listed in the items of Article 41 of the Regulation for Enforcement of the Companies Act.
   In addition, an investment applicant is required to pay a prescribed application margin to the Company, and may not receive a refund of the application margin except where one of the items of Article 7 of the Terms applies.
8. Risks Related to Liquidity of Shares
   There is currently no market for trading the Shares. Accordingly, there is a risk that a Shareholder wishing to sell the Shares will be unable to do so because no investor can be found to purchase them.
   In addition, the Shares are subject to transfer restrictions, and a Shareholder wishing to transfer the Shares to a third party must obtain the Company’s prior approval in the manner prescribed by the Company (Article 11 of the Terms). If the Company does not grant approval, the Shares may not be transferred.
9. Regulations applicable to Shareholders
   Shareholders may be subject to regulation under laws and regulations. In particular, the subscription for, holding of, or transfer of the Shares by a person residing outside Japan or holding foreign nationality may be prohibited, restricted or regulated under foreign laws and regulations. As a result of the application of such foreign laws and regulations, the subscription for, holding of, or transfer of the Shares by an investment applicant or a Shareholder may be prohibited, restricted or regulated, and the investment applicant or Shareholder may thereby suffer damage.
   In addition, where a Shareholder resides outside Japan, withholding tax under Japanese tax law may be applied to dividends of surplus paid by the Company. Shareholders should confirm the tax treatment applicable to them at their own responsibility and, where necessary, consult a professional adviser.
10. Risks relating to subsidies
    The Company plans to apply public subsidies towards part of the cost of renovating the Subject Property. The Company has been selected under the FY2026 “Project for Promoting Environmental Development to Enhance Regional Tourism Resources”, under which 50% of eligible design, construction and fitted-furniture costs (37.2 million yen) is expected to be subsidised.
    Selection, however, does not guarantee a grant decision or the receipt of the subsidy. If no grant decision is made, if the subsidy amount is reduced following assessment of the eligible expenses, if the settled amount is reduced in light of the content of the performance report, or if repayment is demanded on the ground that the grant conditions have not been satisfied, the Company will be required to bear the cost itself, which may adversely affect the Company’s earnings and the price of the Shares.
    In addition, property acquired with the benefit of a subsidy is subject to restrictions on disposal under the subsidy guidelines and related rules, and constraints may therefore arise as to its treatment when the Company ceases to use the Subject Property.
11. Risks relating to the composition of the Company’s shares and to voting rights
    In addition to the Shares (ordinary shares), the Company has issued, or plans to issue, Class A shares and Class B shares. The Class A shares carry voting rights and carry no right to receive dividends of surplus, and 10 such shares are held by Yamatokoriyama Machizukuri Co., Ltd. The Class B shares carry no voting rights and carry only the right to receive dividends of surplus, and are held by Planet Labs Inc.
    In addition, the Takei family, being the current owner of the Subject Property, plans to invest in the Business itself and to hold 20,670 ordinary shares (a voting-rights ratio of 34.01%). The ordinary shares to be held by investors as a result of the offering of the Shares are planned to be 40,105 shares (a voting-rights ratio of 65.98%).
    As a result, the aggregate voting rights held by the Takei family and Yamatokoriyama Machizukuri Co., Ltd. amount to 34.02%. Consequently, in respect of the matters requiring the approval of two-thirds or more of the votes cast under Chapter 10 of the PlanetDAO005 Rulebook (a change of the business operations company, a change of the asset management company, a change of the Collective Purpose, the assignment to a third party of the leasehold or of other comparable material rights, the sale of the accommodation business, and the termination of the Business), such a resolution will not pass if those shareholders vote against it. Please note that investors cannot determine these matters by their own intention alone.
    The share numbers and ratios set out above may vary depending on the subscription status of the Shares.
12. Payment to Planet Labs, Inc.
    The Company has outsourced part of the operations relating to the management of the Business to Planet Labs Inc. Where the outsourcing continues, a management fee equivalent to 15% of operating profit will continue to be paid by the Company to Planet Labs Inc.
    Planet Labs Inc. is also a shareholder of the Company and holds Class B shares. The Class B shares carry the right to receive dividends of surplus (a dividend ratio of 10%); however, for any fiscal year in which Planet Labs Inc. receives the management fee equivalent to 15% of operating profit referred to above, Planet Labs Inc. is not to exercise the right to receive dividends of surplus attached to the Class B shares for that fiscal year. The distributable amount for such fiscal year will be distributed to the holders of ordinary shares in proportion to the number of shares they hold. However, from any fiscal year in which Planet Labs Inc. ceases to receive that management fee, the right will be exercised and the dividends received by the Shareholders may be reduced.
13. Matters concerning conflicts of interest
    Planet Labs Inc. is the asset management company of the Company and at the same time a shareholder of the Company. In addition, Mr. Katsutoshi Takei, the current owner of the Subject Property, is the lessor to the Company and at the same time a shareholder of the Company. These parties may have interests that do not necessarily align with those of the Company and the Shareholders. Although the Company will make decisions concerning the Business in accordance with the procedures set out in the PlanetDAO005 Rulebook, this does not entirely eliminate the possibility that the Shareholders may suffer disadvantage as a result of a conflict of interest.