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M&A and Subsidiary Changes4936AXXZIA Inc.Materials and Chemicals

Notice Concerning the Establishment of an Overseas Subsidiary

The Company has decided to establish a wholly owned subsidiary in Ho Chi Minh City, Vietnam, in March 2027 and commence operations in April of the same year or later. Through the subsidiary, the Company will pursue local e-commerce sales, marketing, branding and market development.

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This transaction

Establishing Overseas Subsidiaries
Disclosing companyAXXZIA Inc.
English: AXXZIA COSMETIC VIETNAM CO., LTD (planned) / Vietnamese: CONG TY TNHH COSMETIC AXXZIA VIET NAM (planned)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Planning, import and sale of cosmetics and supplements

Location Ho Chi Minh City, Socialist Republic of Vietnam (planned)Share capital VND equivalent amount (TBD)Date of incorporation March 2027 (scheduled)
Impact on Business Performance

The impact of this matter on the Company's consolidated results is expected to be minor.

Procedures and assumptions
Management structure after acquisitionKobayashi Akifumi (小林 昭文), Deputy General Manager of the Company's New Business Promotion Department, is expected to become the representative of the subsidiary.
This transaction
ItemDetails
Transaction nameEstablishing Overseas Subsidiaries
Name of the Subject CompanyEnglish: AXXZIA COSMETIC VIETNAM CO., LTD (planned) / Vietnamese: CONG TY TNHH COSMETIC AXXZIA VIET NAM (planned)
Business Description of the Subject CompanyPlanning, import and sale of cosmetics and supplements
Location of the Subject CompanyHo Chi Minh City, Socialist Republic of Vietnam (planned)
Capital Stock of the Subject CompanyVND equivalent amount (TBD)
Date of Establishment of the Subject CompanyMarch 2027 (scheduled)
Voting rights ownership percentageAfter 100% (equity interest) (before not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results is expected to be minor.
Date of board resolution28 October 2026
Execution Date / Effective DateMarch 2027 (planned)
Management structure after acquisitionKobayashi Akifumi (小林 昭文), Deputy General Manager of the Company's New Business Promotion Department, is expected to become the representative of the subsidiary.
Items this document does not state (21)
Counterparty nameNet 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 periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.

Vietnam is expected to offer growth in consumer spending, the skincare market and the e-commerce market, as well as affinity for Japanese brands. The Company confirmed demand for its products and their growth potential through market research conducted over the past year. It will establish a structure that enables it to understand local needs and make and implement decisions quickly, and strengthen its e-commerce operations, marketing, brand management, market development and role as the responsible entity for imports.

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Notice Concerning the Establishment of an Overseas Subsidiary | AXXZIA Inc. (4936) timely disclosure | Komori