Full version

New Mid-term Business Plan
【Revised for FY2024-FY2026】“Make investments infor further growth”
February 2024

OAT Agrio Co., Ltd.
1

2

 Corporate Profile
Company NameBusiness Domain
Head Office

OAT Agrio Co., Ltd.
Research and development, manufacture and sale ofAgrochemicals, fertilizers and biostimulants
8th Floor, NBF Ogawa-machi Bldg.1-3-1 Kanda Ogawa-machi,
Chiyoda-ku, Tokyo 101-0052, Japan

Establishment

September 28, 2010

Capital461.9 Million Yen

Fiscal year end

DecemberRepresentative

Hisashi Oka, President & CEO

Number of
Employees on
consolidated basis697

as of the end of December 2023
Same below（Female）

214（30.7%）（Foreigner）

443（63.6%）（Researcher）

129（18.5%）

Rate of R&D expenses

Approximately 10% of sales(2023 results: 2,040 million yen 7.0%)

3

 OAT group company
LIDA Plant Research S. L.

OAT&IIL India Laboratories

Chrysal（Blue Wave Holding B.V.）

OAT Agrio Co., Ltd.

Asahi Chemical Europe s. r. o.

PT.OAT MITOKU AGRIORunhe (Zhoushan)
Plant Science Co., Ltd.

Inplanta Innovations Inc.

Asahi Chemical Manufacturing Co., Ltd.

Corporate Philosophy◆Our philosophy and 3 business domains of agritechnologies
Pursuing ESG (Environment, Society, Governance) management and proactive involvementin SDGs (Sustainable Development Goals)

Crop Protection
Two (2) R & D centers fordeveloping New and Safety AI
Japan & India

Fertilization &Drip Irrigation
Cultivation technology
Hydroponic fertilizers(No. 1 market share in Japan)

Biostimulant
Boost immunity of plants against
environmental stress and disease & pests
Respecting for bio-diversity“Corporate Philosophy”
We contribute to the people in the world
with our agritechnology
and sincerity45

 Summary of 3 years
Business expansion through “growth drivers”
・Expand sales of “Green PPP” to fruit tree etc.
・Increase in “Biostimulant products” used in 89 countries to 96 countries
・Development of smart agriculture with Growth diagnosis using AI in the“greenhouse horticulture field”
・“Global business expansion” with an overseas sales ratio of over 70%
Unit：JPY Mil

科目

Consolidated Consolidated Consolidated Consolidated
ResultResultResultResultFY2020
FY2021
FY2022
FY2023

cf. 2020
AmountGrowth rate

28,988+ 8,700
142.9％

3,766+ 2,254249.1％

3,385

3,800

+ 2,454282.3％

2,261

2,488

+1,651
297.2％

Sales

20,28822,67826,960Operating
Income

1,512

2,001

3,346

Ordinary
Income

1,346

1,989

Net income

837

1,456

6

◆ Net Sales and Operating Income from 2010 to 2024
Average annual
growth rate

Founding Period
FY2010～2017

Expanding Period

Increase amount

FY2018～2023

2023 performancecompared to 2018

Sales

8.1% (2011-17)

13.6%

137.1

Operating Income

35.0% (2011-17)

16.4%

20.2

ActualSales
Operating
IncomeFounding Period
FY2010～2017

Expanding Period
FY2018～2023

7

 Summary of 3 years

Green PPPOur Definition of Green PPP
Safe and environmentally friendly plant protection products without
restrictions on application times such as natural / food additive-derived ororganic JAS-compliant plant protection products.

Why Green PPP is needed?
Natural / food-derived
No limit to the number of times it can be used

Difficult for pests to acquire drug resistanceFriendly to natural enemies and fits IPM

Peace of mind
with this8

Expanding the sales of Green PPP in 3 years
2023 Results compared to 2020

2020年

Sales
increase rate

Gross profit
increase rate

Suffoil：
Kaligreen ：Acaritouch ：

201％
111%
123％

190%
105%
123%

Green PPP :

127%

114%

2021年

2022年

2023年

 Summary of 3 years Biostimulants

Our Definition of Biostimulants
Biostimulant is a substance and technology that enhances the naturalimmunity of plants and promotes resistances against cold, heat and diseases& pest, and also for the potential crop growth.

Why biostimulants are needed?
Increasing the yield and improving the quality by enhanced
immunity

Enhancing the plant resistance to stresses
Improving the quality of the seed set,sugar content and color of the fruit
Adjusting and improving the water balance in plants

Improving the physical properties of farmed soil

9

10

Expanding the sales of Biostimulants in 3 years
2023 Results compared to 2020
Sales
increase rate

LIDA’s products
Potatol：:

Biostimulants :

2020年

2021年

163%
Launched in 2021

163%

2022年

Gross profit
increase rate

155%

152%

2023年

Expanding the sales area with global development in 3 years◆Mitecide: Danisaraba

Spread and expand
into edible crops◆Fungicide: Gatten

Launchingnewly

Spread and expand
in Americas
Utilizing OAT Groupsales channels

Utilizing OAT Groupsales channels

Develop
new markets

Develop
new markets

Launchingnewly

Spread andexpand into
grape market

Expanded the sales areas from 89 to 98 countries in 3
years, utilizing the channels of Chrysal and LIDA

◆Fungicide: Kaligreen (Green Product)◆Fertilizers

The largest
market
Joint development
project with partners
Spread and expand with new formulations
and mixing of multiple active ingredients11

For greenhousehorticulture
For plant factories

12

Expanding the sales area with global development in 3 years
India Tea Estate

Cambodia Farmer meeting

India Farmer meeting

Thailand Demo plot

Brazil Orange

USA California Grape

DorianCassava

Philippines Banana

Actively carried out direct promotion activities
in local fields around the world for major products

13

Expanding the sales of Overseas Business in 3 years
2023 Results compared to 2020
Sales
increase rate

Gross profit
increase rate

DANISARABA ：GATTEN ：Fertilizers :

188%
132％
185%

193%
136%
207%

Overseas Business :

160%

174%

2020年

2021年

2022年

2023年

14

 Sales proportion by area to area in the world
2023 Results compared to 2021
Europe/Middle East
17%＋¥291milAfrica4%＋¥378milAsia/Oceania
12%＋¥955mil

Japan
29%

North
America
18%＋¥895mil+¥1,825mil

Central andSouth America
20%＋¥1,684mil

2021 Domestic: Overseas = 7.4 billion yen: 15.3 billion yen (33:67)
2023 = 8.4 billion yen: 20.5 billion yen (29:71)

◆ Building the “Corporate Culture”‣OAT Agrio hopes to provide all people everywhere with “Joy ofcultivating”, “Emotion of watching”, and “Contentment of eating”.
‣We launched the OAT Agrio cultivation media site and Instagram todeliver the fun of cultivation to many people. Our Instagram accountreached 50,000 followers.

15

16

◆ Practice of sustainable management in 3 years
Resultsof Scope1,
2, and 3 Emissions（t-CO2） FY2023 Ratio of Scope1, 2, and 3 Emissions
Results of Scope1, 2, and3 Emissions（t-CO2）
Scope1 0.9%

FY2021

FY2022

FY2023

Scope1

1,044

1,048

1,059

0.9%

Scope2

2,451

2,456

1,934

1.6%

Scope1+2

3,495

3,504

2,993

2.5%

Scope3

123,708

141,018

115,404

97.5%

Category１

102,106

116,008

95,135

80.4%

Category４

10,755

12,219

9,335

7.9%

10,847

12,791

10,9349.2%

127,203

144,522

118,397 100.0%

Composition
Ratio

Total of Categories
2,3,5,6,7,9,
11,and12 9.2%

Scope2 1.6%

Category４ 7.9%

118,397 t-CO2

Total of Categories
2,3,5,6,7,9,
11,and12

Scope1+2+3

Category１ 80.4%
Scope3 97.5%

17

 Doing our best to solve agricultural issues＜Over the next 3 years＞
・Allocating approx. 8 bill. Yen for R&D investment(last 3 years: Invested approx. 6 bill. Yen)
Increased researcher by 31 to 147 people
・We continue to invest more than 10% of sales
amounts for R&D
・We will also allocate 10% of our R&D expenses
in cutting-edge agricultural technologies.

We will concentrate our investment
in R&D toward innovation

18

 R&D investment and research staff by 3 domains
Unit：JPY Mil

2021

Crop protection

Fertilization &Drip Irrigation

Biostimulant

Crop protection staff

Fertilization &Biostimulant staff

Total number of staff

Drip Irrigation staff

2022

2023

20212023

2024

2025

2026

20242026

19

 Issues of Agriculture Global Issues: Eradicating hunger and malnutrition from the world
 Rural poverty and poor living conditions for rural people Food waste in developed countries and food shortages in developing
countries on the other hand
 Environmental burden from agriculture and forestry
 (23% of GHG emissions come from agriculture and forestry) Food loss (40% of all food produced, 2.5 billion tons, is wasted) Deterioration of growing conditions due to extreme weather events
 Securing water resources necessary for agricultural production
 Lack of arable land
 Crop damage from pests and diseases, and persistent crop failures

 Japan-specific issues: Achieving profitable agriculture Many farms are small and family-owned
 Poor working conditions due to low farm incomes and frequent holiday work
 Threat of foreign agricultural products due to TPP, etc.
 Increase in abandoned farmland due to scattered farmland, lack ofsuccessors
 Labor shortage

Addressing agricultural issues head-on and solving them through innovation

20

 The next 3 years will be an Innovation Period“Vision for 2030”➊Crop Protection Products
Aiming sales target ratio of Green PPP to 20%
Search for highly active compounds derived from natural products and food additives
Development of Bio-Pesticide using useful microorganisms
Development of high-performance biochar using useful microorganisms➋Biostimulant
Acceleration of R & D for realizing stable yield even in intensely hot circumstances
Chrysal Group is dedicated to the sales expansion of BS products
LIDA works on the development of BS using useful microorganisms i.e. BIOFORCE➌Fertilizers and drip irrigation
Achieving high-yield cultivation by developing a unique cultivation system
Reducing 30% of fertilizer use compared to the conventional agriculture by expandinga hydroponic soil cultivation system➍Hydroponics using organic fertilizers
Prevailing & Expanding the “Probioponics” cultivation
Utilization of unused resources
Expansion of JAS organic pest control materials

21

 The next three years will be a period of Innovation➎Smart Agriculture
Labor saving Evolution of Fertilization & drip irrigation technology
Efficiency
Big data

Prevention and prediction of pests and diseases
Utilizing robots for automated harvesting
Scientifically visualization of the picture inside the plant and in therhizosphere
Real-time sensing of the environment, inside plants, and underground
Developing services that provide information and solutions➏Zero CO₂ emissions, looking toward 2050
Fully transition to horticultural facilities that do not use fossil fuels
Introduction of biomass power generation and effective use of waste heat, i.e.
year-round cultivation in greenhouse horticulture
Supporting carbon credits by applying biochar to farmland
Accelerating of Chrysal Group's Seafreight➐Genome editing/Genetic modification technology
Achieving highly efficient genome editing
Supporting a healthy and long-lived society through taste modification using
miraculin gene tomatoes➑Establishment of new cultivation method
Aiming for high yields and high quality by optimizing fertilization time, frequency,
and dosage
Establishment of cultivation methods for health-maintaining plants such as Panax
ginseng and medicinal herbs
Aiming for a stable supply using our unique cultivation method

22 The next 3 years will be a Innovation Period“Vision for 2030”
Through item ➊ to ➑“We aim for a company contributing not only inincreasing food production and eco-friendly
agriculture but also pertain to the health, which
delivers the joy of cultivating, the emotion ofwatching, and the contentment of eating.”

To realize this “vision for 2030”, OAT Agrio will
allocate its investment in R&D toward innovation
over the next three years.

 Accelerating research and development of Green PPP Green PPP Natural/food additive-derived or organic JAS-compliant PPP with the PPP
registration

A safe, environmentally friendly pest control material without limit of application times

 Japanese market is estimated to be approximately 20 billion yen, overseas
market is approximately 175 billion yen
 We have No. 1 market share for the greenhouse horticulture field, expanding
product portfolioFrom 12 products to over 20 products Innovation using useful microorganisms
 Search for useful microorganisms that contribute to food productionSelection of useful microorganisms (Bacillus genus, Trichoderma genus,etc.) using 16S rRNA gene analysis regarding microbial communities in
specific conditions and regions
Development of Bio-Pesticide using selected useful microorganisms
Development of high-performance biochar using biochar and usefulmicroorganisms
Powdered Biochar Initiatives to expand the sales of Biostimulant

 Chrysal group Collaboration with LIDA Plant Research Co., LTD in
Spain for the development of BS products that
contribute to improving flower growing and postharvest quality
 Scheduled to be launched in Ecuador in 2024,
development is also underway in Colombia and
Kenya

24

25

 Research and development for Biostimulant products LIDA Plant Research, S.L.
□ Development of products with reduced environmental
impact using biological control technology
 Contributing to a new plant protection systemthrough synergistic effects
 Products that comply with European
regulations
 Reduce chemical ppps
 Sustainable plant protection＋
Biostimulants
Bio vaccine

Microorganisms

26 Probioponics: Utilizing unused resources What is Probioponics?
 A hydroponic technology utilizing organic fertilizers
 Limiting the nitrogen source to biomass “organic substances
derived from living things”■ Efficiently mineralize unused resources that can become
N, P, and K and use them as fertilizers

Probioponics Overview
Japanese AgriculturalStandards（JAS0021）

 A byproduct produced in the process of producing starch from corn
 The broth discharged during the manufacturing process of processedseafood products Utilization of livestock waste Solids (powders) such as oil cake and fish powder that decompose slowly

 To realize the social implementation of Probioponics
 A lineup of liquid fertilizers that meet Probioponics Standards and can growthe plant with one component solution
 Development of irrigation equipment for organic liquid fertilizer

Probioponics
dedicated
Fertilizationequipment Sustainable cultivation technology that achieves carbon neutrality andother environmental impact reductions
 Realizing sustainable agriculture that is friendly to people and the environment
 Reduce chemical fertilizers relied on import and utilize unused domestic resources.

 Smart Agriculture Initiatives
Environment

Soil

Climate

Plant
Physiology

Pests anddiseases

GrowthFertilization
management

big data
Automaticallyacquire andrecord dataCollect and analyze big data using AIFertilization and irrigation based on the growth
stage



Localized pest control using image analysisControlling the greenhouse environment using
various sensors, etcRealization of eco-friendly agriculture

Fertilization&
Irrigation

Deliver accumulated big data to crop growers
Develop services that provide information and solutions

28

 Smart Agriculture

Labor saving

 Prediction and prevention of pests and diseases
 Development of pest and disease outbreak prediction system using
mobile devices
 Pests are difficult to control in a heavy incidence situation
 Pest control becomes easier by detecting early symptoms of pest
outbreaks

Prediction ofpests anddiseases using
smartphones

detects pests and diseases

 Labor saving/Realizing sustainable agriculture Reducing work time for pest control
 Reducing material costs for pest control
 Enabling the production of the high value-added agricultural products

 Zero CO₂ emissions
Complete transition to horticultural facilities without using fossil fuels
レIntroduction of biomass power generation and effective use of waste heat, i.e.

year-round cultivation in greenhouse horticulture
レSupporting carbon credits by applying biochar to farmland
レDevelopment of high-performance biochar adding useful microorganisms
Facilities horticulture
Utilizing ofwaste heat

Biomass power generation

high-performancebiocharZero CO₂ emissions
Farmland

Soil improvement
application
high-performancebiocharBiocharSupporting carbon credits

Agricultural production
with added
environmental value

30

 Zero CO₂ emissions
 Seafreight/Long Storage Service - Chrysal
 Comprehensive quality control solution business for transportationof flowers from the producing area to the consuming area

 Why Seafreight？
 Environmental Impact: Reduction of CO₂ emissions
Switching from air transport to sea transport can significantly reduce CO2 emissions

 Reliability of quality control
 Total costs advantage What is Seafreight service？
Post-harvest treatments ⇒ Quality report ⇒ Data logger management⇒ Follow-up work at arrival point
during transportation

 Prevention of deterioration caused by Botrytis ethylene and discoloration
 Suppression of leaf dehydration during transportation + investigation of causes when
quality problems occur
CO₂ emissions comparison

Seafreight
2.168kg:Airfreight
27.667kg

25,500 ㎏ difference
about 12times

Serving many clients in Kenya【 Case 】 1 container of 369,000 stems to be transported
from Kenya to the Netherlands

31 Genome editing technology

Inplanta Innovations Inc.
Developing new genome editing technology for plants
 Possessed technologies□ Genome editing technology using CRISPR-Cas9 technology

Target plants: rice, soybean, tomato, potato, lettuce, etc.
Purpose: Next-generation seed collection/clonal seedling propagation□ Creation of genetically modified plants using domestic genome editing

technology CRISPR-Cas3※CRISPR-Cas3 is a CRISPR system that belongs to Class 1 among the CRISPR systemsof bacteria and archaea (Cas9 is Class 2). It was developed in 2019 as a domestic
genome editing tool consisting of Cas3 protein and Cascade ribonucleoprotein.
□

The sonication-assisted whisker method※Technology that enables more efficient production of genome-edited crops with newmolecular introduction technology using needle-like crystals "whiskers"

AnalysisTarget plants

Guide RNA
designVectorconstruction

VectorIntroduction

Selection

Genomeedited plants

Evaluation
Cultivation

III’s Contract research services withCRISPR-Cas3

32

 Genetic modification technology
 What’s Genetic modification technology?

 Gene Editing technology is a technology that introduces
a portion of the genes (DNA) of one organism into the cells of
another organism to express that gene.
 Genetically modified crops are crops that have been bred using
genetic modification technology.

Miracle Fruit Features of the taste-modifying Miraculin Glycoproteins that accumulate in Miracle Fruit have a tastemodifying efficacy that makes sour taste perceived as sweetness
 In the raw fruit state, activity is lost over time.
 Activity is lost by heating or thawing from the frozen state.

Miraculin gene

 Production of Miraculin-accumulating tomatousing genetic modification technology
 Tomatoes introduced the Miraculin gene using genetic modification
technology are easy to cultivate, stable yield, mass production
possible, and stable Miraculin content

 The potential of Miraculin Contributing to lifestyle-related disease prevention
 Relieving stress due to restricted diet
 Supporting a healthy and long-lived society

Tomatoes introduced
the Miraculin gene Establishment of new cultivation method

 Reducing chemical fertilizer usage by 30%

 Developing the most efficient fertilization method for plants□ Capture and analyze phenomena within plants, within greenhouses,
and in the rhizosphere□ Discover fertilization and drip irrigation technologies that match withplant physiology□ Optimize fertilization time, frequency, and the dosage.
□ Demonstrate and prove that the average weight of crops is increased even when
the amount of fertilizer applied is reduced

 Goal Increasing the amount of crops available for sale

□ Increase yield by 1.5 times with the same amount of fertilizer applied□ Expand to various fruits and vegetables

Isolated cultivation

Hydroponic soil cultivation system34 Efficient cultivation of high value-added agricultural products

 Medicinal herbMedicinal herbs are used in Chinese medicine and health foods, andmany of them require a long time to harvest.
Cultivation becomes difficult if farmland is used for a long time
Cultivation of medicinal herbs depends on foreign countries(80% imported) Cultivation of medicinal herbs


Panax ginseng is used as a raw material for Chinese herbal medicine
Cultivation period: 2 years are required to produce seedlings from seeds
Another 2 to 4 years to harvest

Seedlings (1st grade)(Source: Chiba University
Floriculture and Seedling Production Blog)

Cloned seedlings of Panax ginseng
after primary acclimation after 6 months

 Efficient cultivation methods

Source from “Development of technology to
Expand production of medicinal crops”,
Ministry of Agriculture, Forestry and Fisheriescommissioned project research➊ Select superior cloned seedlings of Panax ginseng using tissue culture technology※Clone seedlings have the excellent properties of ``many buds'' and ``easily thick roots.''➋ Feed seedlings in one year with hydroponic technologies➌ Utilize Panax ginseng, which can shorten the cultivation period and have excellent properties,
as herbal medicine and health food.

35

 Schedule for launching new products

Biostimulants: FY2024-2026 New Products 5

FY2027-2031 New Products 1

Green Products: FY2024-2026 New Products 8

FY2027-2031 New Products 5

Control Materials : FY2024-2026 New Products 10

FY2027-2031 New Products 10

36

 Taking on Challenges in a Period of Change (Innovation)
Investing 10% of R&D costs in cutting-edge agricultural technologies●Acquiring the latest technologies and creating new businesses●Proposing profitable agriculture
Contributing to human- and ecofriendly,
Sustainable agriculture
Green Products that lead to zeroCO2 emissions
Biostimulant products
Creation of total solution services

To possess cutting-edge
agricultural technologies• AI data analysis• Automatic harvesting robot• Sensing technology• Genome editing technology• Clone seedlings• New cultivation methods• Prediction technologies toprevent pest outbreaks• Retail platform app
development

R&D
Investment

OAT Agrio’s
Vision for 2030

Phenotyping
Real-time sensing
Image analysis
Disease prevention/prediction
Labor savings/Improving efficiency

Freshness-preservativetechnology
Big data analysis technology
Platform system development
in value chain

Proposals for smart agriculture
in greenhouse horticulture

Reduction of food loss

37

◆Corporate Philosophy and Innovation『Corporate Philosophy』
We contribute to the people in the world
with our agritechnology and sincerity.

『Innovation』
Intensive investment in R&D to
innovate for sustainable agriculture.
Realization of corporate philosophy

OAT Agrio’s hope is to provide all people everywherewith the joy of cultivating, the emotion of watching,
and the contentment of eating.

38

 Aggressive R&D investment over the next 3 years
Proactive investment in R&D toward innovation
Take on challenges in world agriculture head-on and do our best to solve them
OAT Agrio moves to the next stage with the development of agriculture
Unit：JPY Mil

科目

Consolidated Consolidated
ResultResultFY2021
FY2022

Consolidated
ResultFY2023

Consolidated
Plan
FY2024

Consolidated
Plan
FY2025

Consolidated
Plan
FY2026

Sales

22,67826,96028,98829,30030,20031,700Operating
Income

2,001

3,346

3,766

3,150

3,400

3,800

Ordinary
Income

1,989

3,385

3,800

3,000

3,300

3,650

Net income
attributable toowners of theparent company

1,456

2,261

2,488

1,920

2,150

2,410

R&D
investment

2,010

1,958

2,040

2,717

2,566

2,760

39

◆ Net Sales and Operating Income 2024 onward
Average annual
growth rate

Founding Period
2010-2017

Expanding Period
2018-2023

Innovation Period2024 onward

Sales

8.1%

13.6%

4.0%（24-26Plan）

Operating Income

35.0%

16.4%

9.8%（24-26Plan）

Actual

500

50

Plan

Sales
Operating
IncomeUnit：JPY100 Mil

Plan

Founding Period
FY2010～2017

Expanding Period
FY2018～2023

Plan

Plan

Innovation Period
FY2024 onward40◆ Management Index

 New Mid-term Business Plan, consolidated
Unit：JPY Mil

Results
FY2021Results
FY2022

Results
FY2023Plan
FY2024Plan
FY2025Plan
FY2026Net Sales

22,67826,96028,98829,30030,20031,700Operating Income

2,001

3,346

3,766

3,150

3,400

3,800

Ordinary Income

1,989

3,385

3,800

3,000

3,300

3,650

Net for the Period Attributed toShareholders of the Parent

1,456

2,261

2,488

1,920

2,150

2,410

Operating Income Margin

8.8%

12.4%

13.0%

10.8%

11.3%

12.0%

Consolidated ROE

19.0%

23.4%

20.0%

13.2%

13.6%

13.8%

R&D Investment

2,010

1,958

2,040

2,717

2,566

2,760

41

◆Shareholder returns【Basic policy】

Unit：¥／year

We aim to maintain a stable dividend payout ratio of

Stock buyback（¥６00mil）
55
55

20% to 30%, by strengthening the financial position andmaintaining sufficient internal reserve.

Split 1 shareinto 2 shares

Because we consider that the return of profit to45

shareholders is our responsibility and one of the mostimportant management issues.
Split 1 shareinto 2 shares

13.75

15

15

2014年

2015年

2016年

18

2017年

20

2018年

Stock buyback（¥300mil） 22.5
20
20

2019年

2020年

2021年
16.6%

2022年

2023年

2024年

Dividend
revision
修正予想

Plan
予想

23.3%

29.5%

21.0%

Dividend payout ratio

maintain a stable Dividend payout ratio of 20% to 30%

◆Note This document describes the outlook for the Company and theGroup, plans for the future, etc. These forward-looking statements
are based on current assumptions about future events and trends,
and there is no guarantee that these assumptions are accurate. Due
to various factors, actual results may differ materially from thosedescribed in this document.

 Information about companies other than our company relies on
publicly known information.
 This document does not constitute a solicitation for an application for
acquisition of any securities, an application for sale or a solicitation
for an application for purchase (hereinafter referred to as "solicitation
act"), nor is it intended for solicitation, and any contract, Nor can it
be the basis for an obligation.

42