Overview of Tender Offer for Our Shares by ACVE Holdings LLC and Capital and Business Alliance Agreement with Asō Corporation

Overview of the Tender Offer

ACVE Holdings LLC (a wholly-owned subsidiary of Asō) will conduct a tender offer for shares of Wakachiku Construction Co., Ltd. from February 13 to March 13, 2026, spanning 20 business days. The purchase price is 4,455 yen per share, representing a 15.78% discount to the closing price of 5,290 yen on the business day before announcement. The upper limit of shares to be purchased is 1,071,262 shares, equivalent to 50.10% of total issued shares. Sumitomo Mitsui Trust Bank, Sumitomo Mitsui Banking Corporation, and Chiba Bank are participating as contract applicants and shareholder agreement participants. Following the successful tender offer, Asō plans to make the company a consolidated subsidiary as of March 23, 2026; however, listing on the Tokyo Stock Exchange Prime Market is expected to be maintained.

Purpose and Content of the Capital and Business Alliance Agreement

Wakachiku Construction and the Asō Group have concluded a capital and business alliance agreement aimed at enhancing the corporate value of both companies. Objectives include expanding Asō Group’s business scope, strengthening competitiveness in disaster mitigation and prevention businesses, efficiently expanding operations in the Kyushu region, reinforcing human resource acquisition and development, and promoting Wakachiku Construction’s corporate philosophy. The agreement confirms the maintenance of listing, respect for management independence, and respect for employees’ management decisions. The tender offeror has the right to recommend one director candidate and attend board meetings as an observer. Important share issuances and disposals require prior consent. The establishment of a special committee and efforts to maintain a dividend payout ratio of 40% are also stipulated.