A&D Company, Limited executed a share exchange contract to acquire remaining 49% stake in Holon Co., Ltd. from a group of shareholders for ¥8.9 billion on November 29, 2021. Under the terms of the transaction, 3.6 common shares of A&D will be allocated for each common share of Holon. A total of 6.74 million shares will be issued as consideration. Holon plans to cancel immediately before the reference time all of the treasury shares held by Holon accordingly, the number of shares actually allotted and delivered by A&D may be revised in the future. After the transaction, Holon will become the wholly owned subsidiary of A&D Company. In a related transaction, A&D decided to conduct an absorption-type company split with A&D Split Preparatory Company, Limited which is planned to be established as a wholly-owned subsidiary of A&D, in which the rights and obligations relating to all of the businesses of A&D, excluding the group management and administration business and the asset management business will be transferred for the purpose of transitioning to a holding company structure on the condition that the Share Exchange has taken effect. A&D Company, Limited will change its name to A&D HOLON Holdings Company, Limited and the Split Preparatory Company will change its trade name to A&D Company, Limited post absorption type split has taken effect. A&D plans to continue its listing under its current securities code 7745 even after changing its trade name to A&D HOLON Holdings Company, Limited.

The transaction is subject to approval of shareholders of A&D Company and Holon in the shareholders meeting to be held on February 28, 2022. The common shares of Holon will be delisted from the JASDAQ Standard Market of Tokyo Stock Exchange, Inc. on March 30, 2022. The Board of Directors of A&D Company approved the transaction on November 29, 2021. The Board of Directors of Holon unanimously approved the transaction on November 29, 2021. A special committee composed of members without interests in A&D was formed. The share exchange is planned to be conducted with an effective date of April 1, 2022. Saitama Resona Bank, Limited, Investment Banking Arm acted as the financial advisor and Plutus Consulting Co., Ltd. acted as the financial advisor, fairness opinion provider and third-party valuation agency to A&D and Yamada Consulting Group Co., Ltd. acted as the financial advisor and third-party valuation agency to Holon. Mori Hamada & Matsumoto acted as the legal advisor to A&D and Anderson Mori & Tomotsune acted as the legal advisor and legal due diligence provider to Holon. Grant Thornton Yamada & Partners acted as the financial and tax due diligence provider to Holon.