Lief Magnus

A roadmap for restoring shareholder trust at #Metaplanet Prepared for the Board of Directors and management of Metaplanet Inc. by a shareholder @gerovich @DylanLeClair @Shinpei3350 In the spirit of a more constructive dialogue (and at the advice of a friend and fellow shareholder), below is a roadmap on how to handle the situation for the benefit of all stakeholders. Summary Metaplanet has built the second-largest corporate bitcoin treasury in the world in twenty-eight months. After the ¥96bn of debt and preferred that stand ahead of the common, the equity's claim on that treasury is worth ¥425bn, about 35K BTC, and the market prices it at ¥338bn: 0.80x the claim. The discount is not about bitcoin, and it is not about execution. It is the market's price for a compensation instrument that grew with every share the company sold, for the related-party record around it, and for the fact that shareholders had to reconstruct both from the filings themselves. The 18 August amendment fixed the pool at 319,464,000 shares. It did not fix the problem, because 319,464,000 is the problem. The pool shareholders approved in Feb 2023 was 46M. The clause added 273,464,000 shares, a claim on roughly 7,200 bitcoin, and the amendment made that number permanent. Trust is restored by returning what was not earned and by making a recurrence structurally impossible. The below roadmap sets out how, in four phases over ninety days: return first, redesign second, explain last. Every step is an action the company can take and disclose. Phase 0 — This week: stop the clock 1. Suspend further exercise of the 10th-series SARs, by board resolution, with the written consent of each holder recorded and disclosed, pending the outcome of the review. The August exercise took 64 million shares out of the pool while the review was open. That is not a signal of a serious review. 2. Suspend any transfer of units into the incentive vehicle until the vehicle's full terms are published. Moving the units first and disclosing the terms later is the pattern that produced this situation. 3. Publish a one-page notice, in English and Japanese on the same day, stating what is under review, who is conducting it, and the date by which conclusions will be filed. Name the independent directors leading it and the outside counsel and compensation consultant retained. The date should fall within sixty days. 4. Resolve the MMXX contradiction. The company's securities reports for FY2023 through FY2025 state that the chief executive "indirectly holds a majority of the voting rights" in MMXX Ventures. MMXX's own large-holding report No. 26, filed 7 September 2026, states that he does not hold a majority, is not an officer, and has no role in its decisions. Both cannot be true. State which is correct. If the securities reports were wrong, file the correction; if MMXX's report is wrong, say so. Phase 1 — Within 30 days: return what was not earned The arithmetic is simple and the company should publish it rather than leave it to shareholders. 5. Publish the baseline. The split-adjusted pool contemplated when shareholders voted is 46M shares. If the board believes a different baseline is defensible, for instance the pool as it stood on 8 April 2024 when the bitcoin strategy began, it should state the number, the method and the difference from 319,464,000. What it should not do is leave the baseline unstated. 6. Holders surrender the excess. Under the Companies Act the holders may waive their rights, or the company may acquire the units by agreement without consideration and cancel them. 7. Address the 64,032,000 shares already exercised. The excess portion, the shares attributable to the clause rather than the original grant, should either be returned to the company without consideration and cancelled, or be made subject to a binding undertaking that they are locked, carry no vote, and will be tendered into any future buyback at ¥10. Publish which route was chosen and why. 8. Cancel, do not retain. Treasury shares that result from steps 6 and 7 should be cancelled so that the count falls and stays down. 9. Publish the before-and-after. The same notice should show the fully diluted share count and bitcoin per fully diluted share before and after the return. The pool imposed a permanent twenty per cent haircut on bitcoin per share; the market should see that haircut shrinking in the company's own numbers. Phase 2 — Within 90 days: replace the instrument 10. Withdraw the incentive-vehicle plan as drafted. 11. Design a new long-term incentive plan from a blank sheet with an independent compensation consultant and the independent directors, and put it to shareholders at an extraordinary general meeting. The plan should carry: a fixed share count that does not move with issuance, expressed as a percentage of shares outstanding at grant and capped within the range proxy advisers support for the whole plan across all employees; a performance condition measured on bitcoin per fully diluted share, net of senior obligations, against a published hurdle, with bitcoin itself as the hurdle rate; three-to-five-year vesting; a strike at the market price on the grant date; and clawback. Strive's published framework, built with Mercer and benchmarked at the fiftieth percentile, is the nearest public template in the sector and cost its entire team under one per cent of equity value a year. This should be applied retroactively for the efforts and work that got us from pivot to where we are today. And management should be very well compensated for the performance they produced against the appropriate KPIs. 12. Publish the full terms bilingually and simultaneously, with a worked example: if the company issues X shares and acquires Y bitcoin, management receives Z. A shareholder should be able to check the number with a calculator. Phase 3 — Within 90 days: close the related-party ledger 14. Disclose the lending rate on the 30,000,000 shares MMXX Ventures has lent to EVO FUND since June 2025. The October 2024 loan disclosed a rate of 10.0 per cent; the subsequent loans withheld it "at MMXX's request." A fee paid by the company's financing counterparty to a vehicle the company describes as controlled by its chief executive is a related-party flow and belongs in the securities report. 15. Explain two transactions already on the record. In October 2024, 1,715,180 lapsed rights were allocated to MMXX and to the chief executive, on the company's own account of him having found the takers "himself"; the strike was ¥55.5 against a market of ¥100–120, and MMXX sold twelve million of the resulting shares within two weeks. On 18 April 2025, MMXX sold 1,439,100 shares to the chief executive off-market at ¥300 against a ¥353 close. If either was priced by a method, publish it. If neither was, say what the board will do. 16. Disclose payments to advisors' affiliates. State the consideration paid for the Bitcoin Magazine Japan licence and any other payment to BTC Media, UTXO Management or affiliates of the company's advisors and directors. The 19th-series options granted to advisors at ¥105 were described in the May 2025 filing as their compensation; the license fee deserves the same transparency. 17. Confirm who holds the pool. State whether any executive who joined after February 2023 holds, or has been promised, 10th-series units, and if so how they were acquired. Phase 4 — Standing: the disclosure standard 18. Simultaneous bilingual filing. Every TDnet notice and every securities report published in English and Japanese on the day of filing. The English translations of the 2023 documents describing the pool reached OTC Markets in November 2024 and the company's own English site in July 2025. That gap is where the word "hidden" came from. 19. A monthly fully-diluted bridge in every bitcoin purchase notice: opening count, shares issued by instrument, adjustments by series, closing count. No reader should have to reconstruct the pool. 20. A quarterly compensation valuation showing the intrinsic value of all management equity instruments at the quarter-end price, in yen, dollars and bitcoin. If the number is uncomfortable, the remedy is the number, not the section. 21. Independence that means something. The compensation and audit committees should consist of directors with no commercial relationship to the company's advisors, its financing counterparties, or the chief executive's vehicles. A director who is a partner of an advisor holding company options is not independent for this purpose, whatever the listing rules permit. What not to do Do not publish a letter explaining that the clause was disclosed. It was, and disclosure did not prevent this. Do not compare the pool to founder equity at Strategy or Strive; the comparison has been tested in public and did not survive. Do not describe the August amendment as the fix; the company's own notice describes it as fixing the number at 319,464,000, which is the number in dispute. Do not fund the incentive vehicle with existing units at undisclosed consideration. Do not allow further exercises while the review is open. Do not answer through advisors. The team built something remarkable over the past 2.5 years, and this is only the beginning. Now is the time to step up and fill the shoes of a true leader. Despite my many critical posts over the past week, I am rooting for you to win. $MPJPY $MTPLF $DN3

Read the reason for the amendment: contents.xj-storage.jp/xcont… #Metaplanet’s 18 August notice fixing the 10th series gives its own reason for doing so. Section (4) says the adjustment clause “amplifies the dilution borne by existing shareholders,” made the diluted share count hard to ascertain, and created “concerns regarding the relationship between capital-raising decisions and the interests of the SAR holders.” Removing it, the company says, is “further aligning the interests of management and employees with those of shareholders.” That is the company’s description of the clause. A structure that amplified shareholder dilution and tied management’s payout to how much equity the company sold was misaligned on the day it was written in December 2022, on the day of the pivot in April 2024. Nothing about it changed in August 2026 except that shareholders called it out. The clause did what the company now says it did. The pool went from 46 million shares at the pivot to 319 million at the freeze, a claim on 7,207 BTC. On the September 2025 international offering alone the ratchet handed the holders 2,068 BTC of claim against 277 BTC for the shareholders who funded the deal. If the mechanism was wrong going forward, the 273 million shares it produced looking backward were produced by the same wrong mechanism. Keeping the fix and keeping the proceeds is asking shareholders to agree the clause was misaligned while paying out as though it was not. $MPJPY $MTPLF $DN3