Brother Industries : Announcement on Progress of Implementation of Tender Offer for Shares of Roland DG Corporation (Security Code 6789)

	May 9, 2024
To whom it may concern:
Company Name:	Brother Industries, Ltd.
Representative:	Ichiro Sasaki,
	Representative Director & President
(Securities Code: 6448 TSE Prime, NSE Premier)
Inquiries:	Toshihiro Ito, Senior Managing Executive Officer
	(TEL: [phone])

Announcement on Progress of Implementation of Tender Offer for Shares of Roland DG Corporation (Security

Code 6789)

As announced in the "Announcement on Scheduled Commencement of Tender Offer for Shares of Roland DG Corporation (Security Code 6789)" dated March 13, 2024 (the "March 13 2024 Press Release")", in the case that all of the Conditions Precedent to the Tender Offer (as defined in the March 13 2024 Press Release, hereinafter the same) are fulfilled or are waived by Brother Industries Ltd. (the "Offeror"), the Offeror plans on commencing a tender offer (the "Tender Offer") for the common shares ("Target Company Shares") of Roland DG Corporation (the "Target Company"), listed on the Prime Market of the Tokyo Stock Exchange, Inc., within 5 business days of the date that all of the Conditions Precedent to the Tender Offer are fulfilled or are waived by the Offeror, and the Offeror has announced that it aims to commence the Tender Offer in mid-May 2024.

Meanwhile, according to the tender offer registration statement of XYZ K.K. ("XYZ") dated February 13, 2024, XYZ will conduct a tender offer for the Target Company Shares to be implemented as part of a series of transactions for the so-called "management buyout" (MBO) for the purpose of acquiring all of the Target Company Shares (however, excluding the treasury stock held by the Target Company) and delisting the Target Company Shares (the "XYZ Tender Offer"), with a tender offer period from February 13, 2024 (Tuesday) to until March 27, 2024 (Wednesday), and an initial purchase price for the tender offer of 5,035 yen. Subsequently, following the tender offer period in the XYZ Tender Offer being changed from until March 27, 2024 (Wednesday) to until April 12, 2024 (Friday) on March 27, 2024, and from until April 12, 2024 (Friday) to until April 26, 2024 (Friday) on April 12, 2024, XYZ submitted a tender offer registration statement amendment notice on April 26, 2024 whereby the purchase price in the XYZ Tender Offer was increased from 5,035 yen to 5,370 yen, and the tender offer period for the XYZ Tender Offer was changed from until April 26, 2024 (Friday) to until May 15, 2024 (Wednesday).

In response, the Offeror hereby announces as of the date hereof that, taking into consideration the circumstances of discussions and negotiations with the board of directors and special committee of the Target Company, and various other factors, the Offeror has decided to not increase the Tender Offer Price for the Tender Offer from 5,200 yen.

As described in the March 13 2024 Press Release, from around December 2019, the Offeror had been in discussions with the Target Company with respect to measures to enhance the corporate value of both companies, including by

collaboration and joint development. Subsequently, as the Offeror implemented initiatives such as joint product development with the Target Company, it was convinced that the Offeror would be the best partner to enhance the corporate value of the Target Company over the medium- to long-term, and submitted a Letter of Intent dated September 1, 2023 to the Target Company. In addition, since the publication of the March 13 2024 Press Release, the Offeror has conducted negotiations and discussions with the board of directors and special committee of the Target Company sincerely and in good faith.

However, the Target Company, despite having received the Letter of Intent, in addition to having pursued a management buyout (MBO) without inviting the Offeror into the bidding process or due diligence process, has, after the publication of the March 23 2024 Press Release, continued to request that the Offeror provide overly detailed explanations and more specific and quantified proposals, on the pretext of its concerns about the possibility of dis-synergies occurring. As it is clear from this background, the responses and procedures of the Target Company have been consistently conducted from the outset with the substantive purpose of preventing the Offeror from acquiring management control of the Target Company, and it must be said that such actions are inconsistent with the spirit of the Guidelines for Corporate Takeovers published by the Ministry of Economy, Trade and Industry and seriously undermine confidence in Japan's capital markets, both domestically and internationally.

In addition, certain officers and employees of the Target Company have, for such purposes and in violation of their confidentiality obligations to the Offeror, repeatedly provided explanations, based on misconceptions or through lack of specific evidence, that could mislead Target Company stakeholders or damage the business credibility of the Offeror in the course of the aforementioned discussions and negotiations and in interviews with select media organizations. The Offeror regards such actions by the Target Company as seriously lacking in integrity for a listed company which plays an important role in the Japanese market, and will consider taking a firm stance against the Target Company's insincere conduct.

In light of the Target Company's opinion as described in the"Notice Concerning Change of Opinion Pertaining to the Tender Offer for the Company's Common Shares by XYZ K.K." published by the Target Company dated April 26, 2024, the Offeror considers there to be a gap in logic in the argument for dis-synergies occurring as assumed by the Target Company, and that the probability of such dis-synergies occurring is low. Given that other companies the Offeror has made wholly owned subsidiaries in the past have also achieved steady growth with the cooperation of its suppliers, the Offeror believes that even at the present time, provided it can elicit a friendly and constructive attitude from the Target Company, it would be the best partner to enhance the corporate value of the Target Company over the medium- to long-term.

However, taking into consideration the circumstances of discussions and negotiations with the board of directors and special committee of the Target Company, press coverage and various other factors, in particular, the management of the Target Company having repeatedly made assertions based on factual errors or lacking in evidence, the Offeror has decided as of the date hereof, with great regret and disappointment, to not increase the Tender Offer Price for the Tender Offer from 5,200 yen, based on its judgement that the establishment of a relationship of trust with the management of

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the Target Company cannot be expected, which would be indispensable to the maximum enhancement of the corporate value of the Target Company. In the case that in the future the Conditions Precedent to the Tender Offer are fulfilled, the Tender Offer will commence as originally planned.

As stated in the Brother Group Vision, "At your side 2030", the Offeror will continue to strive to maximize its corporate value through leaping forward in the industrial field and transformation of the printing field, in order to achieve sustainable growth while responding to the rapidly changing environment. The Offeror will continue to put its customers first in every situation and contribute to the development of society and the future of the earth with an "At your side" spirit.

End

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