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Share Issuance and Disposal1447SAAF Holdings Co.,Ltd.Construction and Materials

(Progress on Previously Disclosed Matter) Notice Regarding the Free Acquisition and Cancellation of Stock Acquisition Rights

The Company resolved to acquire without consideration and cancel on 28 October 2026 the 24,340,846 Series 1-A stock acquisition rights that had been allotted to shareholders without consideration as an anti-takeover measure.

Worth reading
21Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
24340846
units
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Acquisition without consideration and cancellation of Series 1-A stock acquisition rights

Intended allottee
Shareholders listed or recorded in the final shareholder register as of 14 September 2026
Terms of the stock acquisition rights
Number of Stock Acquisition Rights
Stock acquisition rights issued: 24,340,846; stock acquisition rights to be acquired: 24,340,846
Reason for acquisition without consideration
As long as the confirmation letter remains valid and is complied with, and there is no breach of the undertaking letter, the specific shareholder group is expected to remain below a 20% effective voting rights ratio, making it inappropriate to continue implementing this countermeasure.
Procedures under the Corporate Code of Conduct
The matter was referred to the independent committee, which recommended on 12 October 2026 that it was appropriate to acquire these stock acquisition rights without consideration. The Board of Directors evaluated and considered the recommendation before adopting its resolution.
Impact on Business Performance
The Company believes that the impact of this matter on performance for the fiscal year ending March 2027 will be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalAcquisition without consideration and cancellation of Series 1-A stock acquisition rights
Intended allotteeShareholders listed or recorded in the final shareholder register as of 14 September 2026
Number of Stock Acquisition RightsStock acquisition rights issued: 24,340,846; stock acquisition rights to be acquired: 24,340,846
Reason for acquisition without considerationAs long as the confirmation letter remains valid and is complied with, and there is no breach of the undertaking letter, the specific shareholder group is expected to remain below a 20% effective voting rights ratio, making it inappropriate to continue implementing this countermeasure.
Procedures under the Corporate Code of ConductThe matter was referred to the independent committee, which recommended on 12 October 2026 that it was appropriate to acquire these stock acquisition rights without consideration. The Board of Directors evaluated and considered the recommendation before adopting its resolution.
Impact on Business PerformanceThe Company believes that the impact of this matter on performance for the fiscal year ending March 2027 will be immaterial.
Items this document does not state (22)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise priceExercise periodTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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.

The independent committee recommended that continuing the countermeasure was not appropriate, because the Company received a confirmation letter from Capital Gallery and letters of undertaking from Mae Toshimori (前俊守), Honda Toshiyuki (本多敏行) and ミツワ樹脂工業, and the specific shareholder group is therefore expected to remain below a 20% effective voting rights ratio.

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(Progress on Previously Disclosed Matter) Notice Regarding the Free Acquisition and Cancellation of Stock Acquisition Rights | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori