Marui : Establishment of Social Intrapreneur Development Foundation and Disposal of Treasury Stock

About this update from Marui Group Co., Ltd.

May 13, 2025 Company Name: MARUI GROUP CO., LTD. Representative Name: Hiroshi Aoi President and Representative Director (Securities Code: 8252, Tokyo Stock Exchange, Prime Market) Inquiries: Atsushi Nagasao, Executive Officer General Manager, Corporate Planning Division (TEL: +81-3-3384-0101) Notice of the Establishment of the General Incorporated Foundation "Social Intrapreneur Development Foundation" and the Disposal of Treasury Stock through Third-Party Allocation In a meeting of the Board of Directors of the Company held on May 13, 2025, Marui Group Co., Ltd. (the "Company") resolved as follows to incorporate a General Incorporated Foundation Social Intrapreneur Development Foundation (the "Foundation"). The Company also resolved to dispose of its treasury shares through third party allocation to enable continuous and stable support of the activities of the Foundation (hereinafter referred to as the "Disposal of Treasury Shares"). It should be noted that the Disposal of Treasury Shares is subject to the approval at the 89th Ordinary General Meeting of Shareholders of the Company to be held on June 25, 2025. Incorporation of the Foundation Purpose of Incorporating the Foundation Marui Group has set its mission as "creating an inclusive society where everyone can feel 'happiness'," and defines corporate value as the overlap between the "benefit" and "happiness" of all stakeholders. In 2019, we formulated "VISION 2050," aiming to achieve both the resolution of social issues and profit through business. Until now, our company has aimed to create innovation through co-creation investments with external entrepreneurs. Moving forward, we will also focus on business creation by internal entrepreneurs. To achieve this, we promote the working style of "social intrapreneurs (internal entrepreneurs)" who can change society while working within the company. This approach leverages the company's management resources to address social issues. We believe that this working style aligns well with the values of future generations and contributes to the sustainable development of society and the economy. Our foundation aims to nurture such social intrapreneurs by conducting educational and awareness activities targeted at university students and others. Through these activities, we will produce individuals who contribute to solving social issues and support the realization of an inclusive society. Additionally, by promoting business development through future employment at our company and involvement in various projects, we will enhance corporate value. To achieve the foundation's objectives, we believe it is essential to continuously collaborate with companies and educational institutions. Therefore, we will establish the foundation as a non-profit organization and use dividend income from our company's shares as the source of funding for its activities, ensuring sustainable operation. Furthermore, our company aims to achieve both high growth and high returns, and by ensuring stable dividend increases through sustained business growth, we will expand the foundation's activity funds. As a result, we aim to balance solving social issues with enhancing corporate value, sharing long-term value with other shareholders and investors. Outline of the Foundation (i) Name General Incorporated Foundation Social Intrapreneur Development Foundation (ii) Location 3-2, Nakano 4-chome, Nakano-ku, Tokyo, Japan (iii ) Representative Director Hiroshi Aoi (iv) Activities the Foundation (v) Source of funds for the activities Approximately 2 million JPY per year (planned) (Note) The Company is planning to contribute three million JPY at the time of incorporation of the Foundation, and the Foundation for activities will consist of this donation, as well as the proceeds received as a beneficiary of the trust to which treasury shares will be disposed of as described in 2. Disposal of Treasury Shares below, and other contributions. (vi) Date of incorporation July 2025 (scheduled) Educational activities related to social intrapreneur development Other activities necessary for achieving the purpose of (i) Number of shares 1,700,000 shares of the Common Stock of the Disposal of Treasury Shares (1)Disposal Procedure to be disposed of Company (ii) Disposal price 1 JPY per share (iii) Amount of funds raised 1,700,000 JPY (iv) Method of offering or disposal Disposal by third-party allocation (v) Planned disposed to Custody Bank of Japan, Ltd. (Re-trustee with Sumitomo Mitsui Trust Bank, Limited as the settlor) (vi) Date of disposal (Payment Date) September 2025 (scheduled) (vii) Others The disposal of treasury shares is subject to the approval of a special resolution regarding favorable issuance at the Company's 89th Ordinary General Meeting of Shareholders scheduled to be held on June 25, 2025. All matters related to the offering and other necessary details for the disposal of treasury shares will be resolved at the Board of Directors meeting following the said shareholders' meeting. Purpose of and Reasons for the Disposal In order for the Foundation to continuously and stably carry out social contribution activities in line with its objectives, the Company will establish a trust for the benefit of others (hereinafter referred to as the "Trust") with Sumitomo Mitsui Trust Bank, Limited as trustee, Custody Bank of Japan, Ltd. as re-trustee, and the Foundation as beneficiary. The re-trustee, Custody Bank of Japan, Ltd., will acquire the Company's shares as trust assets under the Trust. The Trust will deliver trust income, such as dividends on the Company's shares, to the Foundation, which will use such trust income as a source of funds for its activities. (i) The total amount to be paid in 1,700,000 JPY (ii) Estimated cost of issuance 0 JPY (iii) Estimated net proceeds 1,700,000 JPY Amount of Funds to be Procured, Use of Funds, and Scheduled Outlay Period (i) Amount of Funds to be Raised (ii) Specific Use of the Funds to be Raised The estimated net proceeds mentioned above are planned to be used for various expenses required for the establishment of The Foundation. Approach to Reasonableness of Use of Funds The funds raised will be allocated to the preparation costs for establishing the Foundation. These preparation costs are essential for the establishment of the Foundation. Considering that the activities of the Foundation could contribute to the long-term enhancement of our company's corporate value, we believe that the use of these funds is reasonable. Reasonableness of Disposal Conditions Basis for Calculation of Payment Amount and Its Specific Content The disposal of treasury stock is intended to support the activities of the Foundation, and the funds raised are planned to be allocated to the preparation costs for establishing the Foundation, as mentioned in section (3)(ii). Therefore, we believe that the disposal price of 1 yen per share is reasonable. Additionally, since the disposal of treasury stock constitutes a favorable issuance to the Foundation, it is subject to a special resolution regarding favorable issuance at our 89th Annual General Meeting of Shareholders scheduled for June 25, 2025. Basis for Judging the Reasonableness of the Disposal Quantity and the Scale of Stock Dilution In order to continuously and stably carry out the foundation's activities, we consider the disposal quantity of treasury stock, which serves as the source of support for these activities, to be of a reasonable scale. The dilution from treasury stock disposal is 0.81% of the 208,660,417 shares outstanding as of March 31, 2025 (0.94% of the 1,807,936 total voting rights as of March 31, 2025, both rounded to the nearest third decimal place), and the Company believes that the impact on the stock market will be minimal. Within this trust, unless it is recognized that it is difficult to achieve the trust's purpose due to the foundation's bankruptcy or other reasons that prevent the foundation from remaining in the position of beneficiary, the shares disposed of through this disposal of treasury stock are planned to be continuously held during the trust period. Therefore, under the framework of this trust, it is considered that the shares disposed of through this disposal of treasury stock will not flow into the stock market, at least for the time being, and in this sense, the impact on the stock market is also considered to be minimal. Furthermore, Japan Custody Bank of Japan, Ltd. will not exercise the voting rights of the shares held by this trust through this disposal of treasury stock during the trust period. As a result, as mentioned above, while this trust continues to hold the shares disposed of through this disposal of treasury stock, it is considered that there will be no substantial impact on the ratio of voting rights. Reasons, etc. for Selecting the Party to which the Treasury Shares are Disposed to a. Outline of the Party to which the Treasury Shares are Disposed to Custody Bank of Japan, Ltd. is the re-trustee of the Trust and will receive the allocation of our company's shares as trust assets under the Trust. b.Outline of the Trust Agreement Settlor The Company Trustee Sumitomo Mitsui Trust Bank, Limited Please note that Custody Bank of Japan, Ltd. is scheduled to become the trustee of this re-trust agreement. Beneficiary General Incorporated Foundation Social Intrapreneur Development Foundation Date of Trust Agreement undecided Trust Period undecided Purpose of the Trust To deliver to the beneficiary as trust income the dividends arising from the Common Stocks issued by the Settlor and to carry out the activities of the Foundation. (Note) The details of the trust agreement with Sumitomo Mitsui Trust Bank, Limited the trustee, are scheduled to be determined in the future. *The Company has investigated and confirmed the above party to the trustee and re-trustee thereof have no relationship whatsoever with antisocial forces Reasons for Selecting the Party to which the Treasury Shares are Disposed to In carrying out the objectives stated in "2. Purpose of and Reasons for the Disposal," we have determined that Sumitomo Mitsui Trust Bank, Limited, with its extensive track record and experience in the trust business, is best suited for this role. Therefore, we have selected Sumitomo Mitsui Trust Bank, Limited as the trustee and Custody Bank of Japan, Ltd. as the re-trustee for this trust, which is the planned disposal destination. Holding Policy of the Party to which the Treasury Shares are Disposed to The Trust will continue to hold the disposed shares in accordance with the trust agreement to be executed in the future, except in cases where it is deemed difficult to achieve the trust's objectives due to the bankruptcy of the foundation or other reasons that prevent the foundation from remaining in the position of beneficiary. Upon termination of the Trust, the trust assets shall be delivered "as is" to the beneficiaries. Furthermore, the voting rights of the shares held by the Trust as a result of the disposal

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