Notice Regarding Approval of Merger and Investment Plan Aimed at Acquiring the Float of Penske Automotive Group, Inc.

Overview of the M&A

Mitsui & Co., Ltd. and Penske have entered into a merger agreement to acquire all public float of PAG. The acquisition will be conducted through acquisition vehicles; the conditions to be satisfied include approval by PAG shareholders and regulatory approvals. The cash consideration is 212 USD per share, and the target shares are expected to be approximately 18.29 million shares. After the acquisition, Mitsui & Co., Ltd.'s stake is expected to be approximately 36% and Penske's approximately 64%. Funding is expected to be covered by a combination of committed equity contributions and third-party borrowings. Completion is expected in Q4 of the fiscal year ending March 2027.

Impact and Schedule Going Forward

This transaction is not included in the mid-term management plan through 2029, and dilution and other impacts are expected to materialize after 2027. The estimated impact on consolidated results for the fiscal year ending March 2027 is minimal at present, and from 2028 onward additional earnings contributions are expected as ownership increases. Completion may not be conditional on financing in some scenarios, but regulatory and shareholder approvals are prerequisites.