Pan Pacific International Holdings CorporationTSE: 7532

Share Exchange Agreement with Olympic Group Corporation

· Issued by Pan Pacific International Holdings Corporation


‌Share Exchange Agreement with Olympic Group Corporation

April 6, 2026

Pan Pacific International Holdings Corporation

‌Speakers

Hideki Moriya, President & CEO, Representative Director

Kosuke Suzuki, COO and Representative Director

Mikihira Katagiri, Managing Executive Officer

Toru Uchida, New Format Project Lead

Toshimasa Kuboi, COO Office

Hideki Kakubari, COO Office

Naoki Yoshida, Director

‌Hideki Moriya President & CEO, Representative Director ‌Transaction Overview ‌Transaction Overview
  • Pan Pacific International Holdings Corporation ("PPIH") and Olympic Group Corporation ("Olympic Group") resolved at their respective Boards of Directors meetings held on April 6, 2026, to conduct a business integration through a share exchange and concluded a share exchange agreement.

  • The effective date of the share exchange is scheduled for July 1, 2026, pursuant to the share exchange agreement, and Olympic Group is expected to become a wholly owned subsidiary of PPIH on that date.

  • In the share exchange, 1.18 shares of PPIH common stock will be issued and delivered for each share of Olympic Group.

Notes:

PPIH Group: PPIH and its 70 consolidated subsidiaries, 10 non-consolidated subsidiaries, 1 equity-method affiliate, and 5 non-equity-method affiliates

Olympic Group: Olympic Group and its 27 consolidated subsidiaries, 1 non-consolidated subsidiary, and 2 non-equity-method affiliates

‌Strategic Positioning

‌"Double Impact 2035" Growth Strategy



‌Kosuke Suzuki

COO and Representative Director

‌Strategic Positioning
  • Expand the store network in the Tokyo metropolitan area

    Drive growth in Japan's largest and most strategically important population center

  • Enhance sales and profit through proven post-M&A format conversion know-how Don Quijote and MEGA Don Quijote

  • Accelerate the expansion of a new store format, Robin Hood

Robin Hood: Small-catchment-area model format

  • ‌Expand the store network in the Tokyo metropolitan area

    • Following prior integrations, including UNY, PPIH has achieved a very high market share in Aichi Prefecture; however, significant headroom for expansion remains in the Tokyo metropolitan area, which is demographically critical and where further store network expansion continues to be strategically important.

    • Enable smooth market share expansion in the Tokyo metropolitan area, as approximately 2/3 of Olympic Group stores are located at prime sites in Tokyo and relatively few stores are expected to face cannibalization with existing PPIH stores after format conversion.

  • ‌Enhance sales and profit through proven post-M&A format conversion know-how

    • Have strong confidence in driving business growth, supported by a broad range of post-M&A format conversion know-how accumulated through integrations including Nagasakiya and UNY.

    • Promote store conversion to existing formats, including Don Quijote and MEGA Don Quijote, to drive market share expansion (Note: In Tokyo, only 3 MEGA Don Quijote stores currently offer a full fresh food assortment)

  • ‌Accelerate the expansion of a new store format, Robin Hood

    Robin Hood: Small-catchment-area model format

    • While Olympic Group's small-catchment-area stores have an established customer base, this alone is insufficient; rapidly improve underperforming stores by leveraging PPIH's diverse assets.

    • Against this backdrop, PPIH also expands the Robin Hood format by converting the Olympic Group's supermarkets already used for daily shopping, enabling more efficient customer acquisition than new standalone openings.

‌Post-Integration Growth Strategy for Olympic Group

Plan to disclose the following details at the full-year earnings release for the fiscal year ending June 2026

  • Future direction and detailed quantitative targets

  • Post-integration roadmap

  • MD and PMI strategies aimed at maximizing synergies

‌Appendix ‌Share Exchange Transaction Terms

Execute a share exchange utilizing treasury shares acquired in 2021

Shareholder composition (Before the transaction)

Shareholder composition (After the transaction)

Olympic shareholders

100%

Olympic

PPIH

PPIH

shareholders

100%

(100-Y)%

Y%

PPIH

shareholders

Olympic shareholders

PPIH

Olympic

Exchange PPIH treasury shares for Olympic shares

100%

‌Schedule of the Share Exchange

Record date for annual general meeting of shareholders (Olympic Group)

February 28, 2026

Date of resolution on the Share Exchange Agreement by the Board of Directors (the Companies)

April 6, 2026

Date of conclusion of the Share Exchange Agreement (the Companies)

April 6, 2026

Date of resolution on approval for the Share Exchange Agreement at annual general meeting of shareholders (Olympic Group)

May 28, 2026

(scheduled)

Last trading date (Olympic Group)

June 26, 2026

(scheduled)

Delisting date (Olympic Group)

June 29, 2026

(scheduled)

Effective date of the Share Exchange

July 1, 2026 (scheduled)

‌Olympic Group Overview

Name

Olympic Group Corporation

Location

4-12-1 Honcho, Kokubunji-shi, Tokyo

Job title and name of representative

President and Representative Director Toru Oshitanai

Description of business

Creation of an optimal management strategy for the group as a whole, allocation of management resources, comprehensive contract management for indirect operations, and management and operation, etc. of shopping centers

Share capital

9,946 million yen (As of February 28, 2025)

Date of establishment

February 22, 1973

Number of issued shares

23,354,223 shares (As of February 28, 2025)

Fiscal year-end

End of February

Number of employees

1,503 (Consolidated, as of February 28, 2025)

  • Number of Olympic Group stores: 122

  • Operate group companies consisting of Olympic Group, its 27 consolidated subsidiaries, 1 non-consolidated subsidiary, and 2 non-equity-method affiliates.

‌Olympic Group Overview

(Millions of yen)

FY2/23

FY2/24 FY2/25

Net sales

85,906

84,562

91,557

Operating income

315

190

51

Ordinary profit

156

51

(164)

Profit

attributable to owners of parent

108

(477)

(67)

‌



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