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Occurring Fact3544SATUDORA HOLDINGS CO.,LTD.Retail

Notice regarding the results of the public tender offer for our shares by テラ株式会社 and changes in our parent company, major shareholder that is the largest shareholder, and major shareholders

The tender offer for SATUDORA HOLDINGS CO.,LTD. shares by テラ株式会社 was successful, and テラ株式会社 will acquire 7,290,251 shares. As of the settlement commencement date, 10 August 2026, テラ株式会社 will become the parent company and largest shareholder, while ルナ株式会社 will also become a parent company. 株式会社トミーコーポレーション is expected to cease to be the largest shareholder.

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Results of the Tender Offer for SATUDORA HOLDINGS CO.,LTD. Shares by テラ株式会社 and Changes in the Parent Company, Principal Shareholder That Is the Largest Shareholder, and Principal Shareholder

Subject Entity

SATUDORA HOLDINGS CO.,LTD., テラ株式会社, ルナ株式会社, and 株式会社トミーコーポレーション

Target Locations / Products

Common shares of SATUDORA HOLDINGS CO.,LTD.

Occurrence3 August 2026 (tender offer closing date)
1 day later
Awareness or receipt of notice4 August 2026 (date on which the results were reported by the tender offeror)
This disclosure08/04/2026
Cause

The tender offer was successful because the total number of shares tendered was at least the minimum purchase amount of 4,165,800 shares.

Change in voting rights ownership ratio

テラ株式会社0.00%→52.90%(+52.90pt)

The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.

Voting rights ownership percentage before the change

テラ株式会社: 0 voting rights, 0%. ルナ株式会社: 0 voting rights, 0%. 株式会社トミーコーポレーション: 49,748 voting rights, 36.10%, calculated based on the information as of 15 May 2026.

Voting rights ownership percentage after the change

テラ株式会社: 72,902 voting rights, 52.90%, representing 7,290,251 shares. ルナ株式会社: directly owned, 0 voting rights; including voting rights subject to aggregation, 72,902 voting rights, 52.90%, representing 7,290,251 shares. 株式会社トミーコーポレーション: 49,748 voting rights, 36.10%, representing 4,974,800 shares. In each case, the change is scheduled for 10 August 2026.

Related procedures

Type

Tender offer and changes in the parent company and major shareholders

Court or authority

Tokyo Stock Exchange and Sapporo Securities Exchange

Outlook

As the shareholders will consist only of the tender offeror and 株式会社トミーコーポレーション, a series of procedures, including a share consolidation, is scheduled to be carried out. If these procedures are carried out, the shares are expected to be delisted from the Tokyo Stock Exchange and the Sapporo Securities Exchange. The specific procedures and timing will be decided in consultation with the tender offeror and disclosed promptly once determined.

Planned follow-up disclosure

The specific procedures and their timing will be disclosed promptly once determined.

Event that occurred
ItemDetails
Event nameResults of the Tender Offer for SATUDORA HOLDINGS CO.,LTD. Shares by テラ株式会社 and Changes in the Parent Company, Principal Shareholder That Is the Largest Shareholder, and Principal Shareholder
Date of occurrence3 August 2026 (tender offer closing date)
Date recognized / date notice received4 August 2026 (date on which the results were reported by the tender offeror)
Subject EntitySATUDORA HOLDINGS CO.,LTD., テラ株式会社, ルナ株式会社, and 株式会社トミーコーポレーション
Target Locations / ProductsCommon shares of SATUDORA HOLDINGS CO.,LTD.
CauseThe tender offer was successful because the total number of shares tendered was at least the minimum purchase amount of 4,165,800 shares.
Type of litigation or proceedingTender offer and changes in the parent company and major shareholders
Court or authorityTokyo Stock Exchange and Sapporo Securities Exchange
Voting rights ownership percentage before the changeテラ株式会社: 0 voting rights, 0%. ルナ株式会社: 0 voting rights, 0%. 株式会社トミーコーポレーション: 49,748 voting rights, 36.10%, calculated based on the information as of 15 May 2026.
Voting rights ownership percentage after the changeテラ株式会社: 72,902 voting rights, 52.90%, representing 7,290,251 shares. ルナ株式会社: directly owned, 0 voting rights; including voting rights subject to aggregation, 72,902 voting rights, 52.90%, representing 7,290,251 shares. 株式会社トミーコーポレーション: 49,748 voting rights, 36.10%, representing 4,974,800 shares. In each case, the change is scheduled for 10 August 2026.
OutlookAs the shareholders will consist only of the tender offeror and 株式会社トミーコーポレーション, a series of procedures, including a share consolidation, is scheduled to be carried out. If these procedures are carried out, the shares are expected to be delisted from the Tokyo Stock Exchange and the Sapporo Securities Exchange. The specific procedures and timing will be decided in consultation with the tender offeror and disclosed promptly once determined.
Planned follow-up disclosureThe specific procedures and their timing will be disclosed promptly once determined.
Items this document does not state (13)
Amount of Impact on Business PerformanceAccounting period in which recognizedImpact on Earnings ForecastPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liability

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.

Because the number of shares tendered was at least the minimum purchase amount of 4,165,800 shares, all tendered shares will be acquired.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice regarding the results of the public tender offer for our shares by テラ株式会社 and changes in our parent company, major shareholder that is the largest shareholder, and major shareholders | SATUDORA HOLDINGS CO.,LTD. (3544) timely disclosure | Komori