Translation
July 3, 2024
To whom it may concern:
Company Name:

Lawson, Inc.

Name of Representative:

Sadanobu Takemasu
President, Representative Director(Securities Code: 2651 TSE Prime)

Contact:

Tomoki Takanishi
Senior Vice President andDivision Director of Financial Administration Division

Notice of Resolutions to Approve Share Consolidation, Abolition of the Provision on Share Units andPartial Amendment of the Articles of Incorporation
As announced in the “Notice of Share Consolidation, Abolition of the Provision on Share Units and Partial Amendment ofthe Articles of Incorporation” released on May 21, 2024 (the “Press Release dated on May 21, 2024”), the Company hereby
announces that it submitted to the extraordinary shareholders’ meeting held today (the “Extraordinary Shareholders’Meeting”) proposals concerning share consolidation, abolition of the provision on share units and partial amendment of thearticles of incorporation and each of the proposals was approved and adopted as originally proposed.
As a result, the Company’s shares (the “Company Shares”) will fall under the delisting criteria as defined in the Securities
Listing Regulations of Tokyo Stock Exchange, Inc. (the “TSE”). Consequently, the Company Shares will be designated as
delisted issues from July 3 to July 23, 2024, and will subsequently be delisted on July 24, 2024. Please be noted that theCompany Shares will be untradable on the TSE Prime Market after delisting.
Particulars
1. Proposal 1 (Share consolidation)
The following share consolidation (the “Share Consolidation”) was approved by the shareholders at the Extraordinary
Shareholders’ Meeting. The details of the Share Consolidation are as described in the Press Release dated on May 21, 2024:(I) Class of shares to be consolidated
Common shares(II) Ratio of consolidation
50,038,357 Company Shares are to be consolidated into one share.
(III) Total number of issued shares to decrease
100,076,712 shares(IV) Total number of issued shares before effectuation
100,076,714 shares

1

(Note) Since the Company has resolved at the board of directors meeting on May 21, 2024 to cancel 223,286
shares of the treasury stock (which represent all the treasury shares owned by the Company as of May
15, 2024) on July 25, 2024, the “Total number of issued shares before effectuation” shows the total
number of issued shares after such cancellation.
(V) Total number of issued shares after effectuation
2 shares(VI) Total number of authorized shares on effective date
8 shares(VII) Treatment of fractional shares less than one share and amount of money expected to be paid to shareholders as
a result of such treatment(a)

Whether the treatment under Article 235, Paragraph 1 of the Companies Act or the treatment under Article
234, Paragraph 2 of the said act as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of thesaid act is planned, and the reasons therefor
Upon the Share Consolidation, the number of Company Shares held by the shareholders other than
Mitsubishi Corporation (“MC”) will be fractional share of less than one share. With respect to fractional
shares of less than one share resulting from the Share Consolidation, the Company will sell the number ofshares equivalent to the total number of such fractional shares (when the total number includes fractional
shares of less than one share, such fractions will be rounded down) and pay the proceeds from the sale tothe shareholders in proportion to their fractional shares. The Company plans to sell such shares to theOfferor with permission of a court in accordance with Article 234, Paragraph 2 of the Companies Act (ActNo. 86 of 2005, as amended: the same applies hereinafter) as applied mutatis mutandis pursuant to Article
235, Paragraph 2 of the said act, considering that it is unlikely that any purchaser can be found throughpublic sale due to the facts that the Share Consolidation is to be conducted as part of the Transactions which
aim at making MC and KDDI Corporation (the “Offeror”; MC and the Offeror collectively referred to asthe “Offeror Related Parties”) the only shareholders of the Company and that the Company Shares are to
be delisted as of July 24, 2024, becoming shares with no market price.
In such case, if the court permission above is obtained as planned, the sales price is expected to be set soas to pay money equivalent to the amount obtained by multiplying the number of Company Shares heldby each of the shareholders on the final shareholder register of the Company as of July 25, 2024 which isthe day preceding the effective date of the Share Consolidation, by 10,360 yen which is the same as theprice per share of the Company’s common stock in the tender offer for the Company Shares, etc. by theOfferor (the “Tender Offer”). Provided, however, that the actual amount to be paid may differ from theabove amount in cases where the court permission is not obtained or where adjustments of fractions arenecessary in calculation.

(b)

Name of person expected to purchase shares subject to saleKDDI Corporation(c)

Method by which the person expected to purchase shares subject to sale secures funds to pay the sale price,and the reasonableness of the method
The Offeror plans to fund the acquisition of the number of Company Shares that equals to the total number2

of fractional shares resulting from the Share Consolidation by means of borrowing from MUFG Bank,Ltd. (“MUFG”). The Company has confirmed the method by which the Offeror secures the funds byconfirming the loan certificate dated March 27, 2024 pertaining to borrowing from MUFG which wassubmitted as attachments to the tender offer statement for the Tender Offer. According to the Offeror, noevent has occurred that may hinder the payment of the sales price of the Company Shares that equal to thetotal number of fractional shares less than one share resulting from the Share Consolidation, and theOfferor is not aware of any likelihood of occurrence of such event in the future.
Based on the above, the Company has determined that the method is reasonable by which the Offeror
secures funds for the payment of the sales proceeds of the Company Shares that equal to the total numberof fractional shares less than one share.
(d)Expected timing of sale and expected timing of payment of sales proceeds to shareholders
The Company plans to file a petition with a court in mid-August 2024 in accordance with Article 234,
Paragraph 2 of the Companies Act as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of thesame act, seeking permission for sale of the Company Shares that equal to the total number of fractional
shares less than one share resulting from the Share Consolidation and for purchase thereof by the Offeror.
The timing of obtaining such permission may vary depending on the circumstances in the court and otherfactors. The Company expects to sell such Company Shares by way of purchase thereof by the Offeror
with the court permission in early September 2024, and then to make necessary preparations for paymentof the proceeds from the sale to the shareholders, and to pay such sales proceeds to the shareholders in late
October to early November 2024.
As described above, the Company has determined that the Company Shares that equal to the total numberof fractional shares less than one share resulting from the Share Consolidation will be sold and the sales
proceeds will be paid to the shareholders at the respective timing mentioned above, considering the periodof time required from the effective date of the Share Consolidation to a series of procedures for the sale.

2. Proposal 2 (Partial amendments to the articles of incorporation)
The following partial amendments to the articles of incorporation were approved by the shareholders at the Extraordinary
Shareholders’ Meeting:
The details of such amendments are as described in the Press Release dated on May 21, 2024. The partial amendments tothe articles of incorporation are scheduled to take effect on July 26, 2024 subject to the Share Consolidation taking effect.
(1)

If the proposal on the Share Consolidation is approved and adopted as originally proposed and the Share
Consolidation takes effect, the total number of authorized shares of the Company will be decreased to 8 sharespursuant to the provisions of Article 182, Paragraph 2 of the Companies Act. Article 5 (Total number of authorizedshares) of the articles of incorporation will be amended in order to clarify it, subject to the Share Consolidation takingeffect.

(2)

If the proposal on the Share Consolidation is approved and adopted as originally proposed, the Company Shares areto be delisted and can no longer be traded on the TSE after delisted. Hence, Article 7 (Acquisition of own shares)of the articles of incorporation will be deleted in its entirety and certain necessary amendments are made such as
adjusting the article numbers according to such amendment.

(3)

If the proposal on the Share Consolidation is approved and adopted as originally proposed and the Share
Consolidation takes effect, the total number of issued shares of the Company will be 2 shares and it becomes
unnecessary to set the share unit number. Thus, subject to the Share Consolidation taking effect, Article 6 (Share3

unit number) and Article 8 (Purchase of additional shares for fractional shares less than one share unit) of the articles
of incorporation will be deleted in their entirety to abolish the provisions of the share unit number of the Company
Shares under which one share unit currently consists of 100 shares, and the article numbers will be adjusted according
to such amendment.
(4)

If the proposal on the Share Consolidation is approved and adopted as originally proposed and the Share
Consolidation takes effect, the Company Shares will be delisted and the MC becomes the only one who holds one ormore Company Shares, and as a result of the treatment of fractional shares following the Share Consolidation, theOfferor Related Parties become the only shareholder of the Company. Thus, the provision concerning a record date
for an ordinary general shareholders meeting and the provision concerning electronic provision of shareholders
meeting materials will become unnecessary. Therefore, Article 12 (Record date for ordinary general shareholders
meeting) and Article 14 (Measures for electronic provision, etc.) of the articles of incorporation will be deleted in their
entirety subject to the Share Consolidation taking effect and the article numbers will be adjusted according to such
amendments.

3. Shcedule of share consolidation(I) Date of Extraordinary Shareholders’ Meeting

July 3, 2024 (Wed) (today)(II) Date of designation as a stock to be delisted

July 3, 2024 (Wed) (scheduled)(III) Last trading date of Company Shares

July 23, 2024 (Tue) (scheduled)(IV) Date of delisting of Company Shares

July 24, 2024 (Wed) (scheduled)(V) Effective date of share consolidation

July 26, 2024 (Fri) (scheduled)
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