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M&A and Subsidiary Changes3175AP HOLDINGS CO.,LTD.Retail

Notice of Cancellation of Share Transfer (Sale) Involving Change in Overseas Subsidiary (Update on Previously Disclosed Matter)

The Company had planned to transfer all shares of its overseas subsidiary, AP Company USA Inc., to 株式会社フューチャーバイブス. However, the parties were unable to finalize the terms, so the agreement was terminated and the transfer was cancelled. AP Company USA Inc. will remain a consolidated subsidiary of the Company.

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This transaction

Share transfer
CounterpartyName of counterparty
Disclosing companyAP HOLDINGS CO.,LTD.
AP Company USA Inc.Subject of this transactionNumber of shares acquired Number of shares acquired
TimelineThe spacing between the points is proportional to the actual number of days.
Execution Date / Effective DateExecution date/effective date
Target company

Business activities of target company

Location Location of target companyShare capital Capital of target company
Impact on Business Performance

Impact on financial results

Procedures and assumptions
Management structure after acquisitionManagement structure following acquisition
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameName of counterparty
Name of the Subject CompanyAP Company USA Inc.
Business Description of the Subject CompanyBusiness activities of target company
Location of the Subject CompanyLocation of target company
Capital Stock of the Subject CompanyCapital of target company
Number of shares acquiredNumber of shares acquired
Impact on Business PerformanceImpact on financial results
Date of board resolution26 March 2026
Contract Date31 July 2025
Execution Date / Effective DateExecution date/effective date
Management structure after acquisitionManagement structure following acquisition
Items this document does not state (20)
Date of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Certain matters differing from the initial assumptions were identified in part of AP Company USA Inc.’s financial information. Although the parties continued to reassess and discuss the terms, including the transfer price, it became unlikely that they would reach agreement on the final transfer terms.

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Notice of Cancellation of Share Transfer (Sale) Involving Change in Overseas Subsidiary (Update on Previously Disclosed Matter) | AP HOLDINGS CO.,LTD. (3175) timely disclosure | Komori