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M&A and Subsidiary Changes1447SAAF Holdings Co.,Ltd.Construction and Materials

Notice concerning interested parties who are not permitted to exercise voting rights at the Shareholders’ Intent Confirmation Meeting (Proposal No. 1)

The Independent Committee determined that relatives within two degrees of kinship of the current directors, and the voting rights attached to the portion of shares held by the current directors through the directors' shareholding association, constitute interested parties that will not be permitted to exercise voting rights on Proposal No. 1 at the extraordinary general meeting of shareholders to be held on 25 August 2026.

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This transaction

Determination of the Interested Parties
Date of board resolution23 July 2026
Procedures and assumptions
Special CommitteeThe Independent Committee was established on 25 February 2026
Conditions Precedent to ExecutionFor the gratis allotment of stock acquisition rights to be submitted to the extraordinary general meeting of shareholders to be held on 25 August 2026, approval by a majority of the voting rights of attending shareholders excluding these interested parties will be required for the resolution.
This transaction
ItemDetails
Transaction nameDetermination of the Interested Parties
Date of board resolution23 July 2026
Special CommitteeThe Independent Committee was established on 25 February 2026
Conditions Precedent to ExecutionFor the gratis allotment of stock acquisition rights to be submitted to the extraordinary general meeting of shareholders to be held on 25 August 2026, approval by a majority of the voting rights of attending shareholders excluding these interested parties will be required for the resolution.
Items this document does not state (28)
Counterparty nameName of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

There is a high likelihood that relatives within two degrees of kinship of the current directors will exercise their voting rights in the same manner as the current directors. With respect to the portion of shares held by the current directors through the directors' shareholding association, the current directors can give special instructions regarding the exercise of voting rights attached to the shares corresponding to their respective holdings.

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Notice concerning interested parties who are not permitted to exercise voting rights at the Shareholders’ Intent Confirmation Meeting (Proposal No. 1) | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori