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M&A and Subsidiary Changes6262PEGASUS CO.,LTD.Machinery

Notice Regarding the Transfer of Business Between Consolidated Subsidiaries and the Dissolution and Liquidation of a Consolidated Subsidiary

The industrial sewing machine and parts sales business operated by the Singapore consolidated subsidiary will be transferred to the Malaysian consolidated subsidiary. Following the business transfer, the Singapore entity is scheduled to be dissolved and liquidated.

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This transaction

This business transfer
CounterpartyPEGASUS UNITED ASIA SDN. BHD.
Disclosing companyPEGASUS CO.,LTD.
PEGASUS SEWING MACHINE PTE. LTD.Subject of this transaction
Date of board resolution30 October 2026
Execution Date / Effective DateDuring fiscal 2027 (scheduled)
Target company

Sales of industrial sewing machines and parts

Location SingaporeShare capital SGD 400 thousandDate of incorporation 3 November 1981
Net Sales¥6,625 million (fiscal year ending December 2025)
Net income for the current fiscal year¥51 million (fiscal year ended December 2025)
Net assets¥3,265 million (fiscal year ending December 2025)
Consideration and expenses
Acquisition priceScheduled to be determined through consultation between the parties, based on the carrying amounts and other relevant figures for the assets and liabilities subject to transfer as of the effective date of the business transfer
Impact on Business Performance

The impact of the business transfer itself on consolidated results is expected to be limited. The impact on consolidated results associated with the dissolution and liquidation of PL is currently under review.

Procedures and assumptions
Valuation methodologyTo be determined through consultation between the parties, based on the carrying amounts and other relevant figures for the assets and liabilities subject to transfer
Conditions Precedent to ExecutionApprovals from the relevant authorities, tax clearance, collection of receivables, repayment of liabilities and other procedures
Management structure after acquisitionThe sales functions and business assets handled by PL will be consolidated under PM. The representative offices in Bangladesh and Sri Lanka will be transferred to PM's jurisdiction, while preparations are scheduled to proceed to transfer the representative office in India to an Indian entity to be established by our corporate group. PL is scheduled to be dissolved and liquidated following the business transfer.
This transaction
ItemDetails
Transaction nameThis business transfer
Counterparty namePEGASUS UNITED ASIA SDN. BHD.
Name of the Subject CompanyPEGASUS SEWING MACHINE PTE. LTD.
Business Description of the Subject CompanySales of industrial sewing machines and parts
Location of the Subject CompanySingapore
Capital Stock of the Subject CompanySGD 400 thousand
Date of Establishment of the Subject Company3 November 1981
Net Sales of the Subject Company¥6,625 million (fiscal year ending December 2025)
Net Income of the Subject Company¥51 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥3,265 million (fiscal year ending December 2025)
Acquisition priceScheduled to be determined through consultation between the parties, based on the carrying amounts and other relevant figures for the assets and liabilities subject to transfer as of the effective date of the business transfer
Impact on Business PerformanceThe impact of the business transfer itself on consolidated results is expected to be limited. The impact on consolidated results associated with the dissolution and liquidation of PL is currently under review.
Date of board resolution30 October 2026
Execution Date / Effective DateDuring fiscal 2027 (scheduled)
Valuation methodologyTo be determined through consultation between the parties, based on the carrying amounts and other relevant figures for the assets and liabilities subject to transfer
Conditions Precedent to ExecutionApprovals from the relevant authorities, tax clearance, collection of receivables, repayment of liabilities and other procedures
Management structure after acquisitionThe sales functions and business assets handled by PL will be consolidated under PM. The representative offices in Bangladesh and Sri Lanka will be transferred to PM's jurisdiction, while preparations are scheduled to proceed to transfer the representative office in India to an Indian entity to be established by our corporate group. PL is scheduled to be dissolved and liquidated following the business transfer.
Items this document does not state (15)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateIndependent valuation institutionSpecial Committee

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.

To address Singapore's high-cost structure, the sales functions and business assets will be consolidated under the Malaysian entity, with the aim of improving the efficiency of the sales structure in the ASEAN and South Asian regions, enhancing customer support capabilities, and optimizing management resources.

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