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Examination regarding whether or not a Company is a Substantial Surviving Company (Ceasing to be a Substantial Surviving Company) -MET’S CORPORATION-

Update : Jan. 30, 2012

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[Tokyo Stock Exchange, Inc.]

The stock of MET'S CORPORATION is expected to enter a grace period as follows.
Furthermore, said stock will continue to be designated as Securities Under Supervision (Confirmation) and remain in a grace period pertaining to the criteria for market capitalization.

1. Issue Name MET’S CORPORATION stock
(Code: 4744, Market Division: Mothers)
2. Expected Grace Period From Feb. 24, 2012 (Fri.) to Mar. 31, 2015 (Tue.)
  Provision Securities Listing Regulations, Rule 603, Paragraph 1, Item 6 (Rule 601, Paragraph 1, Item 9, Sub-item a. of the same regulations is a related provision)
(Due to TSE deeming that a listed company is not a substantial surviving company and is expected to enter a grace period)
3. Reason The sales of MET'S CORPORATION (hereinafter "the Company") has continued to remain effectively zero since the first quarter of the fiscal year ending March 2012. On November 14, 2011, the board of directors of the Company decided to dissolve the Company. The Company disclosed that it is scheduled to hold an extraordinary general shareholders meeting on January 30, 2012 with items regarding the dissolution as resolution items.
In the "Notice on Agreement to Takeover Bid for Common Shares of the Company" dated January 26, 2012, the Company expressed its agreement to the takeover bid in which the takeover bidder intends to, during the purchase period from January 27, 2012 to February 23, 2012, acquire a majority of the Company's total number of issued shares and the right to manage the Company (hereinafter "this takeover bid").
In connection with the completion of this takeover bid, the takeover bidder will become the new controlling shareholder of the Company and there will be a great change in its shareholder composition. In addition, the Company disclosed that in the case of the completion of this takeover bid, the Company will continue conducting business without being dissolved, and is likely to be able to achieve sales of at least 100 million yen for the fiscal year ending March 2012 through means including the effective use of the abundant experience and contacts as well as the network of the takeover bidder in the real estate business, even though sales figures have been effectively zero up to the third quarter of the same fiscal year.
Furthermore, the Company disclosed that after the completion of this takeover bid, the takeover bidder will provide additional supporting funds of about 100 to 200 million yen as needed. The Company also disclosed that the takeover bidder is considering putting forth, during the annual general shareholders meeting scheduled to be held in June 2012, a motion for the appointment of a maximum of three new directors to the board including the takeover bidder, where there are currently three on the board of directors of the Company.
In comprehensive consideration of the above situation, TSE determined that it is appropriate to deem that the Company is not a substantial surviving company after this takeover bid.
The stock of the Company has been designated as Securities Under Supervision (Confirmation) since November 14, 2011. Since said stock will be delisted if the motion for dissolution is approved at the annual general shareholders meeting of the Company, it will continue to be designated as such.
In addition, due to the market capitalization of the stock of the Company for November 2011 falling below the required amount specified by the delisting criteria, said stock is currently in a grace period from December 1, 2011 to August 31, 2012 (if a document on improving the business plan is not submitted by February 29, 2012, the grace period shall be from December 1, 2011 to February 29, 2012).

DISCLAIMER: This translation may be used only for reference purposes. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. Tokyo Stock Exchange, Inc., Tokyo Stock Exchange Group, Inc., and/or Tokyo Stock Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, or misunderstanding with regard to this translation.

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