September 19, 2024
To whom it may concern:
Company name:C.I. TAKIRON Corporation

Name of representative:

Yuji Fukuda, Representative Director President(Securities code: 4215; TSE Prime Market)

Inquiries:

Kazuhiro Kimpara, Executive Officer, General
Manager of the Corporate Planning Department(TEL. +81-3-6711-3708)

Notice Concerning Results of Tender Offer for the Company's Stock by API G.K., a Subsidiary of
ITOCHU Corporation, the Parent Company of the Company, as well as a Change in the Status of
Other Affiliated Companies and Major Shareholders

Now that a tender offer (the "Tender Offer") for the common stock of C.I. TAKIRON Corporation (the"Company") (the "Company's Stock") by API G.K. (the "Offeror") wholly owned by ITOCHU Corporation("ITOCHU"), the controlling shareholder (parent company) of the Company, has been completed on
September 18, 2024, the Company hereby announces the result of the Tender Offer as follows.
The Company also announces that as a result of the Tender Offer, there will be a change in the status ofother affiliated companies and major shareholders of the Company as of September 26, 2024 (thecommencement date of the settlement of the Tender Offer) as follows.

I. Results of the Tender Offer
Today, the Company received from the Offeror a report on the results of the Tender Offer as stated in theattached "Announcement in Relation to Results of Tender Offer for Shares in C.I. TAKIRON Corporation(Code No. 4215)"
Since the total number of shares tendered in the Tender Offer is equal to or greater than the minimum
number of shares to be purchased (10,707,900 shares), the Tender Offer has been successfully completed.

1II. Change in the status of other affiliated companies and major shareholders
1.

Background of the change
The Offeror conducted the Tender Offer from August 6, 2024 through September 18, 2024.
The Company received today from the Offeror a notice to the effect that as a result of the Tender
Offer, the Offeror will acquire 34,204,884 shares of the Company's Stock as of September 26,
2024 (the commencement date of the settlement of the Tender Offer) and thereby the ratio of thevoting rights held by the Offeror to those held by all shareholders of the Company will exceed
20%. As such, the Company has recognized that there will be a change in the status of otheraffiliated companies and major shareholders of the Company.

2.

Outline of the shareholder who will newly qualify as other affiliated company and major shareholder
(1)

Name

API G.K.

(2)

Location

5-1, Kita-Aoyama 2-chome, Minato-ku, Tokyo(3)

Job title and name ofrepresentative

Masaya Tanaka, Executive Manager
The Offeror is organized for the purpose of engaging in

the following business activities:(4)

1. The business of holding shares or interests in other
Description of businesscompanies; and2. Any and all businesses incidental or related to theforegoing.

(5)

Share capital

1,000,000 yen (as of August 5, 2024)(6)

Date of establishment

July 5, 2024

(7)

Net assets- (Note 1)(8)

Total assets- (Note 1)(9)Large shareholders andownership ratios (as ofITOCHU Corporation

100%

August 5, 2024)(10)

Relationship between the Company and the Offeror
Not applicable; provided, however, that ITOCHU, theparent company of the Offeror, holds 54,142,418 sharesof the Company's Stock (Shareholding Ratio (Note 2):
Capital relationship55.49%) as of August 5, 2024 and has made theCompany its subsidiary. Also, ITOCHU PLASTICS
INC. ("ITOCHU Plastics"), a wholly-owned subsidiaryof ITOCHU, holds 199,000 shares of the Company's

2

Stock (Shareholding Ratio: 0.20%) as of August 5, 2024.
Not applicable; provided, however, that three out ofseven directors of the Company are from or related toITOCHU, the parent company of the Offeror. Also, one
out of four Audit & Supervisory Board Members of thePersonnel relationship

Company is an employee of ITOCHU.
In addition to the above, as of August 5, 2024, one
employee of the Company is seconded to ITOCHU andfive employees of ITOCHU are seconded to theCompany.
Not applicable; provided, however, that the C.I. Takiron

Business relationshipGroup (Note 3) has transactions with ITOCHU related tothe purchase of raw materials.
As the Company is a subsidiary of ITOCHU, the parent

Related party relationshipcompany of the Offeror, the Offeror falls under a related
party of the Company, and ITOCHU and the Company
mutually fall under related parties.

(Note 1) The shareholder is a company established on July 5, 2024, and since its business year has
not yet concluded, financial statements have not been prepared.
(Note 2) "Shareholding Ratio" refers to the ratio (rounded to the second decimal place) of thenumber of shares held to the number of shares (97,573,961 shares) obtained by deducting
the number of treasury shares held by the Company as of June 30, 2024 (23,569 shares; thenumber of treasury shares does not include 212,900 shares of the Company's Stock held by
Sumitomo Mitsui Trust Bank, Limited (sub-trustee: Custody Bank of Japan, Ltd.) entrusted
by the Company under the "Share Delivery Trust," a stock-based remuneration systemusing a trust for the Company's directors (excluding non-executive directors) and executiveofficers who have entered into an engagement agreement with the Company; hereinafter
the same for the number of treasury shares held by the Company) from the total number ofissued shares of the Company's Stock as of the same date (97,597,530 shares), both as statedin the "Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March
31, 2025 [Japanese GAAP]" released by the Company on August 5, 2024.
(Note 3) The "C.I. Takiron Group" refers to a corporate group consisting of the Company and its 23
subsidiaries (as of August 5, 2024).

3.

Number of voting rights held by the shareholder (number of shares held) before and after the change,
and the ratio of the voting rights to those held by all shareholders of the Company3

Number of voting rights

Attribute(Ratio of the voting rights to those held by all

Rank amongshareholders; number of shares held)

large

Consolidated

shareholders

Direct holding

amountTotal

Before thechange-(as of June 30,

0 voting rights-(0%; 0 share)

0 voting rights(0%; 0 share)-2024)

After thechange

Other342,048 voting

affiliatedrights

companies(35.06%;and major

34,204,884

shareholdersshares)

342,048 voting-rights(35.06%;

Second34,204,884 shares)(Note) "Ratio of the voting rights to those held by all shareholders" refers to the ratio (rounded to thesecond decimal place) of the number of shares held to the number of shares (97,573,961shares) obtained by deducting the number of treasury shares held by the Company as of June30, 2024 (23,569 shares) from the total number of issued shares of the Company's Stock as ofthe same date (97,597,530 shares).

4.

Future prospects
As stated in the attachment, since the Offeror failed to acquire all of the Company's Stock (excluding
the Company's Stock held by ITOCHU and ITOCHU Plastics, a wholly-owned subsidiary of ITOCHU(collectively with ITOCHU, the "ITOCHU Parties"), and treasury shares held by the Company)
through the Tender Offer, the Offeror intends to implement a series of procedures to make theITOCHU Parties and the Offeror the sole shareholders of the Company by the methods described in"(5) Policies on reorganization, etc. after the Tender Offer (matters concerning "two-stepacquisition")" under "3. Details of, and Grounds and Reasons for the Opinion on the Tender Offer" in"Notice Concerning Opinion in Favor of Tender Offer for the Company's Stock by API G.K., aSubsidiary of ITOCHU Corporation, the Parent Company of the Company and Recommendation toTender" announced by the Company on August 5, 2024.
As a result, the Company's Stock will be delisted through specified procedures in accordance withthe delisting standards of the Tokyo Stock Exchange, Inc. (the "TSE"). After the delisting, the sharesof the Company's Stock may not be traded on the TSE.
The Company will announce the specific procedures and timeline in the future promptly once
determined after consulting with the Offeror.

4End of Document(Attachment)"Announcement in Relation to Results of Tender Offer for Shares in C.I. TAKIRON Corporation(Code No. 4215)" dated September 19, 20245

This document is an English translationof a statement written originally in Japanese.
The Japanese original should be consideredas the primary version.

September 19, 2024

ITOCHU Corporation(Code No. 8001, Prime Market)
Representative Director and President and Chief Operating Officer: Keita Ishii
Contact: Kazunori HaradaGeneral Manager, Investor Relations Division(TEL. +81-3-3497-7295)
API G.K.
Representative Member: ITOCHU Corporation
Person Acting in its Capacity: Masaya Tanaka
Contact: As above
Announcement in Relation to Results of Tender Offer for Sharesin C.I. TAKIRON Corporation (Code No. 4215)

ITOCHU Corporation (“ITOCHU”) and API G.K. (location of the head office: Minato-ku, Tokyo;
person acting in its capacity: Masaya Tanaka; the “Tender Offeror”), in which ITOCHU holds a
100% stake, individually decided on August 5, 2024 that the Tender Offeror will acquire thecommon shares of C.I. TAKIRON Corporation (which are listed on the Prime Market of Tokyo
Stock Exchange, Inc. (the “TSE”): Code No. 4215; the “Target Company”) (such common shares,hereinafter referred to as the “Target Company Shares”) by way of tender offer (the “TenderOffer”) as stipulated in the Financial Instruments and Exchange Act (Act No. 25 of 1948, asamended; the “Act”), and began the Tender Offer on August 6, 2024. ITOCHU and the Tender
Offeror hereby announce that on September 18, 2024, the Tender Offer was completed as follows.
1.

Outline of the Tender Offer(1) Name and Location of the Tender Offeror
API G.K.
2-5-1 Kita-Aoyama, Minato-ku, Tokyo6

(2) Name of the Target Company
C.I. TAKIRON Corporation(3) Class of Shares to Be Purchased
Common shares(4) Number of Shares Scheduled to Be Purchased
Number of Shares to Be

Lower Limit of Shares to Be

Upper Limit of Shares to Be

Purchased

Purchased

Purchased

43,232,543 shares

10,707,900 shares―(Note 1) If the total number of shares that are offered for sale in response to the Tender Offer (the“Tendered Shares”) is below the lower limit of shares to be purchased (10,707,900shares), the Tender Offeror will not purchase any of the Tendered Shares. If the total
number of Tendered Shares is or exceeds the lower limit of shares to be purchased(10,707,900 shares), the Tender Offeror will purchase all the Tendered Shares.
(Note 2) Since no upper limit of shares to be purchased is set for the Tender Offer, the maximum
number of Target Company Shares (43,232,543 shares) that can be acquired by theTender Offeror through the Tender Offer is indicated as the number of shares to bepurchased. The maximum number is the number of shares obtained by deducting (a) thenumber of treasury shares owned by the Target Company as of June 30, 2024 (23,569shares) and (b) the number of the Target Company Shares owned by ITOCHU andITOCHU PLASTICS INC. (together with ITOCHU, “ITOCHU, et al.”), which is awholly-owned subsidiary of ITOCHU, which do not plan to tender their shares in theTender Offer as of August 5, 2024 (54,341,418 shares), from the total number of issued
shares of the Target Company (97,597,530 shares) as of June 30, 2024 and disclosed inthe “Summary of Consolidated Financial Results for the Three Months Ended June 30,2024 (Based on Japanese GAAP)” announced by the Target Company on August 5,
2024 (hereinafter referred to as the “Target Company’s Financial Results”).
(Note 3) Shares of less than one unit are also subject to the Tender Offer. If shareholders exercise
their right to request that the Target Company repurchase its shares of less than one unit
in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target
Company may purchase such shares during the tender offer period (the “Tender OfferPeriod”) pursuant to the procedures under the laws and regulations.

7(Note 4) The treasury shares held by the Target Company will not be purchased through theTender Offer.
(5) Period of the Tender Offer(i)

Tender Offer Period
From August 6, 2024 (Tuesday) to September 18, 2024 (Wednesday) (30 businessdays)(ii)

Possibility of Extension Upon Request of the Target Company
Not applicable.

(6) Tender Offer Price
870 yen per common share2.

Results of the Tender Offer(1) Outcome of the Tender Offer

While a prerequisite for the Tender Offer was set to the effect that the Tender Offeror will notpurchase any of the Tendered Shares if the total number of Tendered Shares does not satisfy thelower limit of shares to be purchased (10,707,900 shares), given that the total number of Tendered
Shares (● shares) exceeded the lower limit of shares to be purchased (10,707,900 shares), theTender Offeror will purchase all the Tendered Shares as set forth in the public notice concerning
the commencement of the Tender Offer as well as in the Tender Offer Registration Statement.
(2)

Date of Public Notice of Results of the Tender Offer and the Newspaper
Publishing Public NoticePursuant to the provision of Article 27-13, paragraph 1 of the Act, the results of the Tender Offer
were publicly announced to the press at the TSE on September 19, 2024 using the method
stipulated in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange
Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order8

on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuer(Ministry of Finance Order No. 38 of 1990, as amended; the “Cabinet Office Order”).
(3) Number of Purchased SharesClass of Shares

Shares(i) Number of Tendered(ii) Number of Purchased

Shares Represented in theShares Represented in the

Number of Shares

Number of Shares

34,204,884 shares

34,204,884 shares- shares- shares- shares- shares- shares- shares- shares- shares34,204,884 shares

34,204,884 shares--Stock Acquisition Rights
Bonds with Stock
Acquisition Rights
Trust Beneficiary Certificatesof Shares()

Depository Receipts forShares()

Total(Total Number of DilutiveShares)(4) Ownership Ratio of Shares after the Purchase
Number of Voting Rights(Ownership Ratio of Shares

Pertaining to Shares Owned-by the Tender Offeror Before-%

the Purchase
Number of Voting Rights
Pertaining to Shares Owned
by Specially Related Parties(Ownership Ratio of Shares
543,414 voting rights

Number of Voting Rights
by the Tender Offeror After

Before the Purchase)55.69%

Before the Purchase
Pertaining to Shares Owned

Before the Purchase)(Ownership Ratio of Shares
342,048 voting rights

After the Purchase)
35.06%

the Purchase9

Number of Voting Rights
Pertaining to Shares Owned
by Specially Related Parties(Ownership Ratio of Shares
543,414 voting rights

After the Purchase)55.69%

After the Purchase
Number of Voting Rights ofAll Target Company

975,431 voting rights

Shareholders, etc.
(Note 1) The “Number of Voting Rights Pertaining to Shares Owned by Specially Related Parties
Before the Purchase” and the “Number of Voting Rights Pertaining to Shares Owned bySpecially Related Parties After the Purchase” indicate the total number of voting rights
of shares owned by each specially related party (excluding those who are excluded fromspecially related parties in the calculations of the ownership ratio of shares under each
item of Article 27-2, paragraph 1 of the Act, pursuant to Article 3, paragraph 2, item 1of the Cabinet Office Order).
(Note 2) The “Number of Voting Rights of All Target Company Shareholders” is the total numberof voting rights of all Target Company shareholders as of March 31, 2024, as stated in
the Target Company’s Securities Report for the 129th term submitted on June 26, 2024
(one unit of shares is stated to consist of 100 shares). However, since shares in quantitiesof less than one unit are subject to the Tender Offer, for the purpose of calculating the“Ownership Ratio of Shares Before the Purchase” and the “Ownership Ratio of Shares
After the Purchase,” the number of voting rights (975,739 voting rights) pertaining to
the number of shares (97,573,961 shares) obtained by deducting (a) from (b) was usedas the denominator, wherein (a) is the number of treasury shares owned by the Target
Company as of June 30, 2024 (23,569 shares), and (b) is the total number of issued
shares of the Target Company as of the same date, as stated in the Target Company’sFinancial Results (97,597,530 shares).
(Note 3) With regard to the “Ownership Ratio of Shares Before the Purchase” and the“Ownership Ratio of Shares After the Purchase,” any fraction is rounded off to two
decimal places.
(5)

Calculation in Case of Tender Offer Conducted Using the Proportional
Distribution Method
Not applicable.

10

(6)

Method of Settlement(i)Name and Location of the Head Office of the Financial Instruments
Business Operator, Bank, etc. that Settles the PurchaseNomura Securities Co., Ltd.

(ii)

1-13-1, Nihonbashi, Chuo-ku, Tokyo

Commencement Date of Settlement
September 26, 2024 (Thursday)(iii)

Method of Settlement

After the expiration of the Tender Offer Period, a notice of purchase through theTender Offer is mailed to the address of the tendering shareholders (or the standing
proxy in the case of shareholders who are residents of foreign countries and do
not have active accounts with the tender offer agent (including corporateshareholders)) without delay.
The purchase is made for cash. After the commencement date of settlement, thetendering shareholders may receive the purchase price for the Tender Offer
without delay in a manner that they designate, such as remittance. (Remittancefees may be charged.)3.

Policies After the Tender Offer and Future Outlook

Regarding the management policy following the Tender Offer and future outlook, there is nochange to be made to the information set forth in the “Announcement in Relation toCommencement of Tender Offer for Shares in C.I. TAKIRON Corporation (Code No. 4215)”
announced by ITOCHU and the Tender Offeror on August 5, 2024.
As notified in the above announcement, given the results of the Tender Offer, ITOCHU, et al. andthe Tender Offeror plan to implement a series of procedures to have the Target Company’s
shareholders comprise of only ITOCHU, et al. and the Tender Offeror (the “Squeeze-OutProcedures”). As of today, the Target Company Shares are listed on the Prime Market of the TSE.
However, in the case where Squeeze-Out Procedures are implemented, the Target Company
Shares will be delisted following the designated procedures pursuant to the delisting standards

11established by the TSE. The Target Company Shares cannot be traded on the Prime Market of theTSE after delisting. The specific procedures in the future will be announced by the Target
Company promptly after they are determined.
4.

Location at Which the Tender Offer Report is Available to the Public

API G.K.2-5-1 Kita-Aoyama, Minato-ku, Tokyo
Tokyo Stock Exchange, Inc.

2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo12