Kansai Paint : Notice about acquisition of shares of a powder coating business company in Europe (to make it a consolidated subsidiary)

Nov. 30, 2022.

To whom it may concern,

Company name:	Kansai Paint Co., Ltd
Representative:	MORI Kunishi,
	Representative Director of the Board, President
	(Tokyo Stock Exchange Prime Market, Code No.4613)
Contact:	TAKAHARA shigeki,
	Representative Director of the Board, Vice President
	Executive Officer (TEL:[phone])

Notice about acquisition of shares of a powder coating business company in Europe (to

make it a consolidated subsidiary)

Kansai Paint Co., Ltd. ("Kansai Paint") and Kansai Helios Coatings GmbH ("Helios"), a consolidated subsidiary in Europe, have decided to acquire all shares of CWS Lackfabrik GmbH ("CWS Group"), which is based in Düren, Federal Republic of Germany and operates powder coating business and synthetic resin business in Europe and USA.

１．Reason for Share Acquisition

As a key principle of the 17th Mid-Term Management Plan, Kansai Paint aims to strengthen its business portfolio by "aggressively investing in growth areas".

In the field of powder coatings, which is expected to grow significantly worldwide from the perspective of improving the environment and quality of life (QOL), Helios, a consolidated subsidiary in Europe, will acquire shares of the CWS Group, which operates a powder coatings business and synthetic resin business in Europe and USA, and will strengthen its coatings business for the industrial field with the aim of "shifting to B to B business".

CWS (founded in Germany in 1864) is already a well-established paint manufacturer with over 150 years of business experience and a solid position in the manufacture and sale of industrial powder coatings and paint resins, mainly in Germany.

By welcoming CWS Group consisting of 13 entities into our group, we will increase business synergies with our existing European subsidiary Helios, expand our sales share through cross-selling, improving productivity, and enhancing our portfolio. In order to achieve the goals of the 17th Mid-

35,710 thousand euros

50,402 thousand euros

37,991 thousand euros

（2,728 million yen）

（3,355 million yen）

20,284 thousand euros （2,981 million yen）

22,828 thousand euros

FY 2019

18,564 thousand euros

FY 2021

FY 2020

Term Management Plan, we will continue to shift to B to B business in other area of the world.

２．Summary of the subsidiary to acquire shares

	（１）Company name	Kansai Helios Coatings GmbH
	（２）Location	Ignaz-Köck-Strasse 15 1210 Vienna, Austria
	（３）Name of	KAJIMA Junichi
	representative
	（４）Description of	Holding company of paint manufacturing and sales companies
	business
	（５）Share capital	7,500 thousand euros （1,102 million yen）
	（６）Date of	Jan. 19, 2005
	incorporation
	（７）Major Shareholders	Kansai Paint Co., Ltd. 80％
	and holding ratio
	※ １€ ＝147 yen (Internal rate as of November,2022)
３．Summary of the subsidiary to be acquired (CWS Group)
	（１）Company name	CWS Lackfabrik GmbH
	（２）Location	Katharinenstrasse 61, 52353 Düren-Merken, Germany
	（３）Name of	Mr. Hans-Helmuth Schmidt, Mr. Achim Kenn
	representative
	（４）Description of	Manufacture and sale of powder coatings and coating resins
	business
	（５）Share capital	5,000 thousand euros （735 million yen） (as of December 31, 2021)
	（６）Date of	Aug. 7, 2017 (founded on Oct.1,1864)
	incorporation
	（７）Major Shareholders	CWS-Lackfabrik Conrad W. Schmidt GmbH & Co. KG 100%
	and holding ratio
	（８）Relationship with	Capital	Not Applicable (N/A)
	Kansai Paint	relationship
		Personnel	Not Applicable (N/A)
		relationship
		Business	Not Applicable (N/A)
		relationship

（９）Operating results and financial condition of the target company for the three most recent fiscal years.

Fiscal Year

Consolidated net assets

Consolidated total assets

	（5,249	million yen）	（5,584	million yen）	（7,409	million yen）
Consolidated net sales	78,647 thousand euros	76,994 thousand euros	96,007 thousand euros
	（11,561	million yen）	（11,318	million yen）	（14,113	million yen）
Consolidated Income	6,294 thousand euros	6,673 thousand euros	8,228 thousand euros
before income taxes and	（925	million yen）	（980	million yen）	（1,209	million yen）
non-controlling interests
Consolidated net income	5,277 thousand euros	5,606 thousand euros	5,919 thousand euros
attributable to owners of	（775	million yen）	（824	million yen）	（870	million yen）
the parent

※ １€ ＝147 yen (Internal rate as of November,2022)

４．Summary of the counterparty to the acquisition of shares

（１）Company name	CWS-Lackfabrik Conrad W. Schmidt GmbH & Co. KG
（２）Location	Katharinenstrasse 61, 52353 Düren-Merken, Germany
（３）Name of	Mr. Hans-Helmuth Schmidt
representative
（４）Relationship with	Capital	Not Applicable (N/A)
Kansai Paint	relationship
	Personnel	Not Applicable (N/A)
	relationship
	Business	Not Applicable (N/A)
	relationship
	Related	Not Applicable (N/A)
	party
	relationship

５．Number of shares to be acquired, acquisition price, and ownership of the shares before and after the acquisition

		0 share (Ownership ratio: 0%)
（１）	Number of shares
	owned before the
	acquisition
（２）	Number of shares to	2 Common Shares
	be acquired	(Acquisition company: Kansai Helios Coatings GmbH)
		The acquisition price is not disclosed due to confidentiality
（３）	Acquisition price	obligations under the share transfer agreement with the
		counterparty. Sufficient procedures have been taken to verify the
		appropriateness of the price by conducting appropriate due
		diligence by a third party.

2 Common Shares (shareholding ratio: 100%)

（４） Number of shares (Acquisition company :Kansai Helios Coatings GmbH)

owned after acquisition

６．Schedule

（１）Date of execution of the Sale and Purchase Agreement： Nov. 28, 2022

（２）Closing date for the transactions： Feb. 28, 2023 (expected)

７．Outlook

The impact of this matter on our consolidated earnings forecast for the fiscal year ending March 31, 2023 will be announced as soon as the details are finalized.