Q1. What is management buyout (MBO)?

A management buyout (MBO) generally refers to a transaction in which a tender offeror is an officer of the target company (including a tender offeror conducts a tender offer at the request of an officer of the target company and has common interests with the officer). (Rule 441 of Securities Listing Regulations)

Q2. Why did Topcon decide to go private?

Topcon has long pursued its long-term vision of “Challenging to sustainably growing 100-year venture,” steadily advancing transformation and growth toward its 100th anniversary in 2032. To further accelerate our initiatives toward achieving this goal, we determined that a stable management environment conducive to executing long-term strategies is essential. Accordingly, we have decided to embark on a new stage through an MBO leading to our going-private (delisting).
Following the delisting, the current management team will continue to lead the company while welcoming KKR and JICC, partners who deeply understand our business and share our corporate philosophy, to establish an agile and flexible management structure. Through this structure, we aim to implement long-term strategies, including bold upfront investments, and to reform our organizational framework to enhance competitiveness, thereby achieving sustainable growth in our corporate value.

Q3. Can I still participate in the Tender Offer?

No. The tender offer closed on September 10, Japan time.

Q4. I tendered my shares but I have not yet received the proceeds in my bank account. What should I do?

The proceeds may be held in custody in your securities account. You can transfer the funds to your designated bank account by completing the necessary procedures with your securities company.
Please contact your securities company (Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. or Mitsubishi UFJ eSmart Securities Co., Ltd.) listed in the contact information below.

Q5. I tendered my shares. Will the sale via the Tender Offer be taxable?

Participation in the tender offer will be treated, for tax purposes, as a transfer of listed shares, in the same manner as an on-market sale of listed securities. Shareholders should consult their own tax advisers regarding individual circumstances.

Q6. I did not tender my shares. What will happen to them?

Although the tender offer period has ended, the shares may continue to be traded until the business day immediately preceding the going-private (delisting) date, Japan time.
A squeeze-out procedure will be implemented through the share consolidation. In that process, shares held by shareholders who did not tender into the offer will be compulsorily acquired by the tender offeror, and such shareholders will receive a monetary payment based on the number of shares they hold.

Q7. What does “Squeeze-out” and “Fractional Shares” mean?

A squeeze-out is a series of procedures implemented after the Tender Offer is completed in order to acquire all the outstanding shares so that the Tender Offeror becomes the sole shareholder of the Company.
Following the resolution at the Extraordinary General Meeting of Shareholders held on November 11, 2025, the share consolidation (squeeze-out procedure) to consolidate 21,087,000 shares of Topcon into one share is expected to take effect on December 4, 2025, Japan time.
Fractional shares refer to shares of less than one full share that arise when the number of shares held by general shareholders becomes less than one as a result of the above procedure.

Q8. Do I need to take any action for the squeeze-out?

No action is required on the part of shareholders. Your shares will be compulsorily acquired by the tender offeror.

Q9. When will I receive the proceeds from the squeeze-out?

The delivery of proceeds corresponding to fractional shares is expected to commence around March 2026.

Q10. What is the amount of cash consideration to be paid?

The amount to be paid is expected to be 3,300 yen per share, based on the number of shares held immediately prior to the effective date of the share consolidation. This is the same price as the tender offer price.

Q11. How can I receive the proceeds?

If you have designated a bank account for receiving dividend payments, the proceeds will be deposited into the same bank account in the same manner as dividend payments.
If you receive dividends through your securities account (proportional distribution method), the proceeds cannot be credited directly to that account. To receive the proceeds by bank transfer, please submit the application form. Further details will be provided around January 2026, when Sumitomo Mitsui Trust Bank will mail the relevant documentation to your registered address.

Q12. Is there a deadline for receiving the proceeds?

If you have chosen to receive the proceeds not by bank transfer but by presenting a payment certificate or similar document at Japan Post Bank or another designated financial institution, there will be a specified payment period. If the payment period has expired, you can still receive the proceeds by contacting Sumitomo Mitsui Trust Bank. Further details of the payment will be provided around March 2026, when Sumitomo Mitsui Trust Bank will mail the relevant documents to your registered address.
Please note that if you do not receive the payment within ten years from the payment commencement date, your right to claim the payment will expire by prescription. Therefore, please make sure to receive it as early as possible.

Q13. Regarding the squeeze-out, will any taxes be imposed? (For Japan-Resident Individual Shareholders)

If the difference between the cash consideration delivered through the squeeze-out procedures and the acquisition cost constitutes a capital gain, you are, in principle, required to file a tax return.
For questions regarding specific tax matters or filing procedures, shareholders are asked to consult a qualified tax advisor.

Q14. How are taxes treated for individual shareholders residing outside Japan (i.e., non-residents)?

You will need to review the tax laws of Japan and your country of residence, as well as any applicable tax treaties. For individual shareholders who either sell the Company’s shares by the business day (Japan time) immediately preceding the delisting date or receive cash consideration through the squeeze-out: if you are a non-resident of Japan with no permanent establishment (“PE”) in Japan, Japanese income tax will, in principle, not be imposed and a Japanese tax return will not be required. However, for your final determination of the applicable tax treatment and any filing requirements, including whether you may be subject to taxation in your country of residence and/or in Japan, please consult qualified tax advisors in both your country of residence and in Japan.

Q15. Until when can Topcon shares be traded on the stock exchange?

Trading is permitted up to and including the business day immediately preceding the delisting date, Japan time. After delisting, Topcon’s shares will no longer be tradable on the Tokyo Stock Exchange.

Q16. What is the deadline for submitting a purchase request for shares less than one trading unit (odd-lot shares)?

If you wish to sell your odd-lot shares before the delisting, you may request Topcon to purchase them through your securities company. Purchase requests will be accepted for applications received by November 27, 2025, Japan time. If you wish to request a purchase, please complete the necessary procedures as early as possible.
If you hold shares constituting less than one trading unit in a general account, please complete the necessary procedures through your securities company. If you hold such shares in a special account, please complete the procedures through Sumitomo Mitsui Trust Bank.
Please note that odd-lot shares will also be subject to the squeeze-out procedures.

Q17. When is the delisting date?

Topcon’s shares are expected to be delisted on December 2, 2025, Japan time, following the prescribed procedures in accordance with the delisting standards set by the Tokyo Stock Exchange.

Q18. I have unclaimed dividends from previous years. What will happen to them after the delisting?

Dividends may be received within three years from the payment commencement date. For details on the procedures, please contact Sumitomo Mitsui Trust Bank, the shareholder registry administrator, using the contact information listed below.

Q19. Shares were inherited from a parent, but the inheritance procedures have not been completed. What should I do if the procedures are not finalized before delisting?

After delisting, it will no longer be possible to complete the procedures through a securities company. However, inheritance procedures may still be conducted through Sumitomo Mitsui Trust Bank, the shareholder registry administrator, even after the delisting. For further details, please contact Sumitomo Mitsui Trust Bank using the contact information listed below.

Q20. Is there a method to check historical share prices?

Share prices since January 5, 1983, can be viewed on Yahoo Finance. Additionally, the Tokyo Stock Exchange provides historical prices of listed companies from May 1949 onward.