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

Notice to Those Wishing to Participate in the Rights Auction and Other Proceedings Relating to the Company's First Series A Stock Acquisition Rights Conducted by Japan Securities Finance Co.,Ltd.

The Company reiterated that, based on its policy for responding to an acquisition, it plans to make a free allotment of Series 1-A warrants to all shareholders as of 14 September 2026. It also explained that Japan Securities Finance plans to submit subscription applications and conduct a rights auction for warrants allotted to shares held in the name of Japan Securities Finance as collateral for securities lending transactions, and that transfers require the approval of the Company's board of directors.

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This transaction

Free allotment and rights auction of these warrants
CounterpartyJapan Securities Finance Co.,Ltd.
Disclosing companySAAF Holdings Co.,Ltd.
Subject of this transaction
Execution Date / Effective Date14 September 2026 (scheduled; free allotment of these warrants to shareholders listed or recorded in the final shareholder register)
Procedures and assumptions
Special CommitteeAn independent committee has been established, but the number and attributes of its members are Not disclosed.
Conditions Precedent to ExecutionTransfers of these warrants require the approval of the Company's board of directors. Transfers under which a non-qualified person becomes the ultimate acquirer will not be approved.
This transaction
ItemDetails
Transaction nameFree allotment and rights auction of these warrants
Counterparty nameJapan Securities Finance Co.,Ltd.
Execution Date / Effective Date14 September 2026 (scheduled; free allotment of these warrants to shareholders listed or recorded in the final shareholder register)
Special CommitteeAn independent committee has been established, but the number and attributes of its members are Not disclosed.
Conditions Precedent to ExecutionTransfers of these warrants require the approval of the Company's board of directors. Transfers under which a non-qualified person becomes the ultimate acquirer will not be approved.
Items this document does not state (27)
Name 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 PerformanceDate of board resolutionContract 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.

At the extraordinary general meeting of shareholders held on 25 August 2026, a proposal to activate countermeasures under the policy for responding to an acquisition was approved and adopted. In addition, Japan Securities Finance plans to submit subscription applications and conduct a rights auction for warrants allotted to shares held in the name of Japan Securities Finance as collateral for securities lending transactions.

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Notice to Those Wishing to Participate in the Rights Auction and Other Proceedings Relating to the Company's First Series A Stock Acquisition Rights Conducted by Japan Securities Finance Co.,Ltd. | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori