Announcement of Basic Agreement on Management Integration through Establishment of Joint Holding Company (Share Transfer) Between Joyful Honda Co., Ltd. and Arcland Co., Ltd.

Background and Purpose of Management Integration

Joyful Honda and Arcland have agreed to integrate management through establishing a joint holding company by a joint share transfer to respond to diversifying consumer needs and intensifying competitive environment, and to provide a more convenient and specialized purchasing experience. By combining each other’s strengths, sharing product development capabilities and store operation know-how, and enhancing collaboration between physical and digital channels, they aim to promote the specialized store cluster home center concept and become Japan’s leading home center.

Overview of Share Transfer and Future Schedule

This share transfer will be conducted as a joint share transfer method whereby both companies become wholly owned subsidiaries, with the effective date on March 1, 2027. Both companies will be delisted from the Tokyo Stock Exchange Prime Market on the same day, and the newly established joint holding company will be technically listed. The share transfer ratio is 1.15 Joyful Honda shares per 1 Arcland share, determined based on valuation by a third-party appraisal institution. Procedures will proceed after final contract signing and shareholder meeting approval.