Notice Regarding Share Repurchase and Tender Offer for Own Shares

Release Date: 2026/02/02

JEOL Ltd. (the “Company”) hereby announces that, the meeting of its Board of Directors held on February 2, 2026, it resolved to acquire its own shares and to conduct a tender offer for its own shares (the “Tender Offer”), as outlined below.

1． Background and Purpose of the Acquisition

Our company positions its capital policy, which integrates growth investment, financial discipline, and improved capital efficiency, as a strategic priority that supports the sustainable enhancement of corporate value over the medium to long term.
Specifically, based on our assessment of the business environment and growth opportunities, we strive to sustainably enhance per‑share value by managing our balance sheet with an awareness of capital cost and maintaining an optimal capital structure.

With respect to shareholder returns, the Company aims for a dividend payout ratio of approximately 30% and promotes a capital policy that emphasizes improved capital efficiency and sustainable growth in corporate value. In addition, in order to implement flexible capital policies in response to changes in the business environment, the Company’s Articles of Incorporation permit the acquisition of treasury shares by resolution of the Board of Directors without requiring approval at a shareholders’ meeting.

Under these circumstances, in late October 2025, the Company was notified by NIKON CORPORATION (“Nikon”), one of the Company’s shareholders, of its intention to sell all of the Company’s common shares held by Nikon (2,300,000 shares as of today, representing a 4.49% ownership stake).

After comprehensively considering the factors described below, the Company resolved today that the most appropriate course of action would be to acquire treasury shares through the Tender Offer. Going forward, the Company will continue to steadily implement various management initiatives based on its medium-term management plan, including this acquisition of treasury shares, with the aim of improving capital efficiency and achieving sustainable growth in corporate value.

2. Key Considerations for Implementing the Tender Offer

①Lump-Sum Acquisition with Minimal Impact on Market Price

If a large block of shares were sold on the market by Nikon, there would be a risk of a temporary decline in the share price due to a deterioration in supply-demand balance. By acquiring the shares in a lump sum through an off-market tender offer, the Company aims to avoid such risks. In addition, the Tender Offer provides all shareholders with an opportunity to tender their shares, and the Company has determined this method to be the fairest from a procedural standpoint.

②Reduction of Acquisition Cost and Improvement of EPS and ROE

Through the Tender Offer, the Company will be able to acquire its shares at a price discounted from the market price. This is expected to reduce the overall acquisition cost while improving capital efficiency indicators such as earnings per share (EPS) and return on equity (ROE), ultimately contributing to long‑term shareholder value.

③Management with Awareness of Capital Cost (WACC)

Funds required for this acquisition of treasury shares are expected to be financed through borrowings. By appropriately utilizing interest-bearing debt while maintaining financial soundness, the Company aims to optimize leverage and reduce its weighted average cost of capital (WACC).

④Fairness of the Process

Upon receiving Nikon’s intention to sell, the Company carefully reviewed past comparable transactions and made efforts to ensure transparency throughout the negotiation process. The appropriateness of the discount rate was also deliberated and determined with due care by the Board of Directors, including independent outside directors.

⑤Continuation of the Business Alliance with Nikon

The Company recognizes that cooperative initiatives based on the existing capital and business alliance, including collaboration in the microscope business, constitute an important business foundation for both parties, regardless of the presence or absence of a capital relationship. At today’s meeting of the Board of Directors, the Company and Nikon agreed to continue their business alliance even after the dissolution of the capital relationship.

3． Resolution of meeting of the Board of Directors on repurchase of its own shares

(Note 1) Total number of issued shares: 51,532,800 shares (as of February 2, 2026)
(Note 2) Percentage of the total number of issued shares: 4.85% (rounded to the second decimal place)
(Note 3) Period of acquisition: From February 3, 2026 to April 30, 2026
(Note 4) The total number of shares to be purchased pursuant to the resolution of the Board of Directors meeting is calculated by adding the number of shares corresponding to one minimum trading unit (100 shares) to the number of shares to be purchased, because the number of tendered shares may exceed the number of shares to be purchased and the actual number of shares purchased may exceed the number of shares to be purchased as a result of unit adjustment on a pro rata basis.

4． Outline of repurchase, etc.

(1) Schedule, etc.

(2) Price of the purchase, etc.

5,148 yen per share of the Company’s common stock

For further information, please refer to the following timely disclosure document.

Announcement Regarding Share Repurchase and Tender Offer for Own Shares