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Statutory disclosure document7532Pan Pacific International Holdings CorporationRetail

Statutory Post-Transaction Disclosure Document (Share Exchange) (Olympic Group Corporation)

The share exchange under which PPIH acquired all issued shares of Olympicグループ became effective on 1 July 2026. The shares of Olympicグループ were delisted, and PPIH delivered 27,105,063 treasury shares as consideration.

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Neutral
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Scale
22970393
Shares
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Decision and Details

Olympicグループ Annual General Meeting of Shareholders, Olympicグループ Board of Directors, PPIH (simplified share exchange)

Post-event disclosure relating to the share exchange

Decision6 April 2026 (date of execution of the share exchange agreement); 28 May 2026 (resolutions of the Olympicグループ Annual General Meeting of Shareholders and Board of Directors)
Period CoveredFrom the record time until after the effective date of the share exchange
Implementation1 July 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; increase in legal reserve: ¥0; capital reserve: an amount separately determined by PPIH in accordance with Article 39 of the Company Calculation Regulations
Quantity / scaleOlympicグループ shares transferred: 22,970,393; treasury shares cancelled: 383,830; PPIH common shares delivered: 27,105,063; share exchange ratio: 1.18 PPIH common shares for each Olympicグループ common share; dissenting shareholders: 1 shareholder, 18,500 shares
Reason

Because it was based on the share exchange agreement pursuant to which PPIH became the wholly owning parent company in the share exchange and Olympicグループ became the wholly owned subsidiary. Because PPIH received notice from the Japan Fair Trade Commission that it would not issue a cease-and-desist order.

Decision and Details
ItemDetails
Matter CoveredPost-event disclosure relating to the share exchange
Decision-Making BodyOlympicグループ Annual General Meeting of Shareholders, Olympicグループ Board of Directors, PPIH (simplified share exchange)
Decision Date6 April 2026 (date of execution of the share exchange agreement); 28 May 2026 (resolutions of the Olympicグループ Annual General Meeting of Shareholders and Board of Directors)
Implementation Date1 July 2026 (effective date; completed)
Period CoveredFrom the record time until after the effective date of the share exchange
AmountIncrease in stated capital: ¥0; increase in legal reserve: ¥0; capital reserve: an amount separately determined by PPIH in accordance with Article 39 of the Company Calculation Regulations
Quantity / scaleOlympicグループ shares transferred: 22,970,393; treasury shares cancelled: 383,830; PPIH common shares delivered: 27,105,063; share exchange ratio: 1.18 PPIH common shares for each Olympicグループ common share; dissenting shareholders: 1 shareholder, 18,500 shares
ReasonBecause it was based on the share exchange agreement pursuant to which PPIH became the wholly owning parent company in the share exchange and Olympicグループ became the wholly owned subsidiary. Because PPIH received notice from the Japan Fair Trade Commission that it would not issue a cease-and-desist order.
Governing RuleCompanies Act, Article 791, paragraph 1, item 2; Article 801, paragraph 3, item 3; Article 783, paragraph 1; Article 785; Article 787; Article 789; Article 795, paragraph 1; Article 796, paragraphs 2 and 3; Article 796-2; Article 797; Article 799; Ordinance for Enforcement of the Companies Act, Articles 190 and 197; Act on Book-Entry Transfer of Company Bonds and Shares, Articles 155, paragraph 2, and 161, paragraph 2; Company Calculation Regulations, Article 39
Related previous disclosuresShare exchange agreement dated 6 April 2026
Items this document does not state (2)
Impact on Business PerformanceFuture plans

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.

This was carried out under the share exchange agreement pursuant to which PPIH became the wholly owning parent company in the share exchange and Olympicグループ became the wholly owned subsidiary. PPIH received notice from the Japan Fair Trade Commission that it would not issue a cease-and-desist order regarding the acquisition of shares.

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Statutory Post-Transaction Disclosure Document (Share Exchange) (Olympic Group Corporation) | Pan Pacific International Holdings Corporation (7532) timely disclosure | Komori