Notice of Conclusion of Share Exchange Agreement for the Full Subsidiarization of Shinto Paint Co., Ltd. by Dai Nippon Toryo Company, Limited

Overview of M&A and Capital Partnership

Dai Nippon Toryo Company, Limited has entered into a share exchange agreement to make Shinto Paint Co., Ltd. a wholly owned subsidiary. The effective date is set for 2027-02-25 (scheduled), and the delisting date for Shinto Paint shares is announced as 2027-02-22 (scheduled). The two companies will work to optimize internal controls, audit, and disclosure frameworks, improve efficiency of capital, human resources and procurement across the group, and seek synergies including global expansion. Measures to ensure fairness, such as establishing an independent directors committee, are also specified.

Impact on Shareholders and the Market and Upcoming Schedule

While Shinto Paint will be delisted, after becoming a wholly owned subsidiary it will be able to utilize financing and management resources through the Dai Nippon Toryo Group, which is expected to maintain liquidity and financial strength. The exchange ratio is 0.0824, and the number of Dai Nippon Toryo shares to be delivered is expected to be approximately 13,995,140 shares. The timeline proceeds in stages: agreement signed on 2026-11-06, extraordinary shareholders meeting on 2027-01-15, last trading day on 2027-02-19, delisting on 2027-02-22, and effective date on 2027-02-25.