Disclosure

Investor Relations (IR)
2021.12.28

(Corrections) “Notice Regarding Acquisition of Additional Equity Interests in the Company’s Joint Ventures with the Wuthelam Group in the Asia Region, Acquisition of an Equity Interest in the Indonesia Business (Conversion to Subsidiary)”

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December 28, 2021
Company:Nippon Paint Holdings Co., Ltd. Representative:Yuichiro Wakatsuki
Representative Executive Officer & Co-President
Wee Siew Kim
Representative Executive Officer & Co-President
(Code No.: 4612; TSE 1st Section)
Contact:Ryosuke Tanaka,
 General Manager of Investor Relations
(TEL +81-50-3131-7419)

(Corrections) “Notice Regarding Acquisition of Additional Equity Interests in the Company’s Joint Ventures with the Wuthelam Group in the Asia Region, Acquisition of an Equity Interest in the Indonesia Business (Conversion to Subsidiary), Issuance of New Shares Through a Third-Party Allotment, and Change in Parent Company”

Nippon Paint Holdings (NPHD) is announcing corrections to the “Notice Regarding Acquisition of Additional Equity Interests in the Company’s Joint Ventures with the Wuthelam Group in the Asia Region, Acquisition of an Equity Interest in the Indonesia Business (Conversion to Subsidiary), Issuance of New Shares Through a Third-Party Allotment, and Change in Parent Company,” released on August 21, 2020. This press release is disclosed based on the information obtained after rechecking the situation involving the parent company of NPHD in prior years as stated in “Notice of Change of Parent Company,” separately released today. The corrected parts are underlined.

1. Reasons for corrections

NPHD has determined that Epimetheus Limited was expected to be classified as the parent company as of August 21, 2020 based on the information provided in the Status Report of Parent Company, etc. submitted to the Finance Bureau by Rainbow Light Limited, the parent company of NPHD, on March 31, 2021.

2. Details of corrections

【Before corrections】

Ⅲ. Notice of change in parent company

1. Background to the change

As described below, the Third-Party Allotment is expected to result in a change in the Company’s parent company.

2. Outline of the relevant shareholders

(Omitted)

(4) RAINBOW LIGHT LIMITED

(1)NameRAINBOW LIGHT LIMITED
(2)Name and position of representativeGoh Hup Jin, Director
(3)Relationship between the listed company and this companyCapital relationshipAs of June 30, 2020, RAINBOW LIGHT LIMITED indirectly holds 126,906,000 shares, equivalent to 39.6% of the voting rights of the Company.
Personnel relationshipOne director of the Company also serves as a director of this company.
Transactional relationshipNot applicable.

Note: This company is a private company, and the counterparty has requested that no information be disclosed about it other than what is provided in the table above.

3. Number of voting rights (number of shares) to be held by the relevant shareholder after the change, and ratio of the total voting rights of the Company

(Omitted)

(4) RAINBOW LIGHT LIMITED


RelationshipNumber of voting rights (Voting rights ownership ratio)
Direct ownershipIndirect ownershipTotal
Before change
(as of August 21, 2020)
Other affiliated company0
(0%)
1,269,060
(39.6%)
1,269,060
(39.6%)
After changeParent company0
(0%)
2,586,060
(55.1%)
2,586,060
(55.1%)

Note: The total number of issued shares as of June 30, 2020 is 325,402,443 shares (representing 3,206,398 voting rights)

【After corrections】

Ⅲ. Notice of change in parent company

1. Background to the change

As described below, the Third-Party Allotment is expected to result in a change in the Company’s parent company.

2. Outline of the relevant shareholders

(Omitted)

(4) RAINBOW LIGHT LIMITED

(1)NameRAINBOW LIGHT LIMITED
(2)Name and position of representativeGoh Hup Jin, Director
(3)Major shareholders and ownership ratioEpimetheus Limited: 100%
(4)Relationship between the listed company and this companyCapital relationshipAs of June 30, 2020, RAINBOW LIGHT LIMITED indirectly holds 126,906,000 shares, equivalent to 39.6% of the voting rights of the Company.
Personnel relationshipOne director of the Company also serves as a director of this company.
Transactional relationshipNot applicable.

Note 1: The shares of Rainbow Light Limited are held by Epimetheus Limited serving as the trustee to Legato Trust, which is a private trust.
Note 2: This company is a private company, and the counterparty has requested that no information be disclosed about it other than what is provided in the table above.

(5) Epimetheus Limited

(1)NameEpimetheus Limited
(2)AddressClarendon House, 2 Church Street, Hamilton, HM 1, Bermuda
(3)Name and position of representativeDirector Goh Hup Jin
(4)Relationship between the listed company and this companyCapital relationshipAs of June 30, 2020, Epimetheus Limited indirectly holds 126,906,000 shares, equivalent to 39.6% of the voting rights of the Company.
Personnel relationshipOne director of the Company also serves as a director of this company.
Transactional relationshipNot applicable.

Note: This company is a private company, and the counterparty has requested that no information be disclosed about it other than what is provided in the table above.

3. Number of voting rights (number of shares) to be held by the relevant shareholder after the change, and ratio of the total voting rights of the Company

(Omitted)

(4) RAINBOW LIGHT LIMITED


RelationshipNumber of voting rights (Voting rights ownership ratio)
Direct ownershipIndirect ownershipTotal
Before change
(as of August 21, 2020)
Other affiliated company0
(0%)
1,269,060
(39.6%)
1,269,060
(39.6%)
After changeParent company0
(0%)
2,586,060
(55.1%)
2,586,060
(55.1%)

(5) Epimetheus Limited


RelationshipNumber of voting rights (Voting rights ownership ratio)
Direct ownershipIndirect ownershipTotal
Before change
(as of August 21, 2020)
Other affiliated company0
(0%)
1,269,060
(39.6%)
1,269,060
(39.6%)
After changeParent company0
(0%)
2,586,060
(55.1%)
2,586,060
(55.1%)

Note: The total number of issued shares as of June 30, 2020 is 325,402,443 shares (representing 3,206,398 voting rights)

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