ASKUL : Announcement Regarding Decision on Matters Concerning Acquisition and Cancellation of Treasury Stock

Disclaimer

This document is an English translation of the original Japanese version and provided solely for the purpose of the reader's convenience. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail in all respects.

February 2, 2022

To whom it may concern,

Company Name:	ASKUL Corporation
	(Code No.: 2678, Tokyo Stock Exchange First Section)
Representative:	Akira Yoshioka
	President and Chief Executive Officer
Contact Person:	Tsuguhiro Tamai
	Director and Chief Financial Officer
	Phone: [phone]

Announcement Regarding Decision on Matters Concerning

Acquisition and Cancellation of Treasury Stock

(Acquisition of treasury stock pursuant to the Articles of Incorporation in accordance with the provisions of Paragraph 2 of

Article 165 of the Companies Act and cancellation of treasury stock pursuant to Article 178 of the Companies Act)

ASKUL Corporation (the "Company") announces that its Board of Directors passed a resolution in a meeting held today on the acquisition of treasury stock in accordance with the provisions of Article 156 of the Companies Act as applied by replacing terms pursuant to the provisions of Paragraph 3 of Article 165 of the Companies Act and cancellation of treasury stock in accordance with the provisions of Article 178 of the Companies Act.

1. Reasons for the acquisition and cancellation of treasury stock

The Company's performance has been strong with record high profits for the previous year (fiscal year ended

May 2021) and record high for the first half of the current year (fiscal year ending May 2022). Also, in July 2021, the Company announced a medium-term management plan and post "Transformation from Office Supplies Mail Order: to Become an Infrastructure Company that Supports All Workplaces and Lifestyles" with the aim of achieving greater growth from a medium-tolong-term perspective.

On the other hand, the Company estimates that its stock price has been weak mainly due to short-term factors, such as the impact of reaction to special demand for hygiene products in the previous fiscal year and stagnant demand for office supplies under the COVID-19 pandemic.

The Company considers this situation to be an excellent opportunity to increase capital efficiency and have decided to acquire and cancel treasury stocks with the aim of returning profits to shareholders.

In order to avoid a decline in the ratio of shares in circulation (35% or more), which is one of the criteria for maintaining the listing on the Prime market under the new market classification, the Company approached Z Holdings Corporation, a major shareholder of the Company, in advance of this acquisition, and has obtained consent to sell a portion of the shares it holds on the premise of maintaining Z Holding's voting rights ratio of the Company(44.9%) as of November 20, 2021, from the perspective of maximizing the Company's corporate values.

Although the Company plans to use its own funds for this acquisition, it will also consider aggressive investments for further growth, as the Company's cash and deposits on the consolidated balance sheet as of November 20, 2021 was 65,231 million yen, thus, the Company will have sufficient liquidity even after the acquisition and expect to accumulate cash and deposits through stable cash flow generated from its business operations.

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Disclaimer

This document is an English translation of the original Japanese version and provided solely for the purpose of the reader's convenience. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail in all respects.

2. Details of the acquisition

(1) Type of shares to be acquired	Common stock of the Company
(2) Total number of shares to be acquired	Up to 5,000,000 shares
	(4.88% of the total outstanding shares excluding
	treasury stock)
(3) Total amount of shares to be acquired	Up to 10,000,000,000 yen
(4) Acquisition period	February 4, 2022 to May 13, 2022
(5) Acquisition method	Purchase through the Tokyo Stock Exchange Off-
	Auction Own Share Repurchase system (ToSTNeT-3)
	and market purchase through a discretionary
	transaction method.
3. Details of the Cancellation
(1) Type of shares to be cancelled	Common stock of the Company
(2) Total number of shares to be cancelled	All of the common stock acquired in accordance with
	section 2. above
(3) Scheduled date of cancellation	May 16, 2022
(Reference) Treasury stock held as of November 20, 2021
Total number of outstanding shares	102,447,004 shares
(excluding treasury stock)
Treasury stock	71,796 shares

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