August 20, 2021
For Immediate Release:
MTI Ltd.
Representative: Toshihiro Maeta,President and Chief Executive Officer
Listing: Tokyo Stock Exchange(First Section) [9438]
Contact: Hiroshi Matsumoto, Senior managing Director

Notice Concerning Absorption-Type Merger (Simplified/Short-Form Merger)
of Wholly Owned Subsidiary, FIL Corporation
MTI Ltd. (hereinafter the “Company”) announces that a meeting of its Board of Directors held on August 20,
2021 resolved to absorb its wholly owned subsidiary, FIL Corporation (hereinafter “FIL”), as of September
28, 2021.
Since this is a simplified absorption-type merger involving a wholly owned subsidiary, some disclosure
items and details have been omitted.
1. Purpose of the Merger
The Company decided to absorb FIL as it determined that it would not have any opportunities to effectively
utilize FIL, which had been suspending its business, in its future business reorganization. It also made thedecision to reduce FIL’s administrative costs.
2. Summary of the Merger(1) Schedule of the Merger
August 20, 2021

Resolution of the Board of Directors (MTI Ltd. and FIL Corporation)

August 20, 2021

Merger agreement date

September 28, 2021

Merger effective date(Note) Since this is a short-form merger pursuant to Article 796, Paragraph 2 of the Companies Act of Japan for theCompany and is also a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act for theFIL, the merger will be carried out without the approval of the respective general meetings of shareholders.

(2) Method of the Merger
Since this is an absorption-type merger with the Company as the surviving company, FIL will be dissolved.
(3) Allocation of shares associated with the Merger
Since the merger is a merger with a wholly owned subsidiary of the Company, there will be no allotment ofshares or money, etc. as a result of the merger.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights of the dissolving
company in association with the Merger
Not applicable.

13. Summary of companies involved in the Merger
Surviving company by absorption(As of March 31, 2021)
Dissolving company by absorption(1) Name

MTI Ltd.

FIL Corporation(2) Address

Tokyo Opera City Tower 3-20-2,

Tokyo Opera City Tower 3-20-2,

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Toshihiro Maeta, CEOKatsumi Kojima, CEOContents business andPlanning and production of music

Healthcare businessoriginal masters and management of(3) Name and title ofrepresentative(4) Nature of businessmusic copyrights.
(Essentially suspended)(5) Capital stock

5,180 millions of yen

10 millions of yen(6) Date of

12 August, 1996

15 September, 2006

61,209,300 shares

600 shares(8) Fiscal year

September 30

September 30(9) Major shareholder

Toshihiro Maeta

19.38%and shareholdingKMC, Inc.

16.49%

ratiosHikari Tsushin K.K

8.75%

UH Partners2, Inc

8.75%

MEDIPAL HOLDINGS

5.15%

establishment(7) Number of issued
shares
MTI Ltd,100.0%CORPORATIONUH Partners3, Inc.

3.99%

(10) Financial conditions and operating results for the most recent fiscal year
Fiscal year

September 30, 2020

September 30, 2020

(Consolidated)(Non-consolidated)

Net assets

21,510 millions of yen

29,985 thousands of yen

Total assets

30,547 millions of yen

31,158 thousands of yen

Net assets per share

350.83 yen

49,975.91 yen

Net sales26,082 millions of yen

4,353 thousands of yen

Operating income

2,507 millions of yen

3,481 thousands of yen

Ordinary income

2,082 millions of yen

3,480 thousands of yen

Profit attributable to506 millions of yen

2,810 thousands of yen

9.28 yen

4,683.49 yenowners of parent
Net income per share
4. Status after the Merger
There will be no changes in the name, address, name and title of representative, business description, capitaland book closing period of the Company after the merger.

25. Outlook for the future
Since this is a merger with a wholly owned subsidiary of the Company, the impact on the consolidated
financial results will be minor.
（Reference）
ProfitNet sales

OperatingOrdinary

attributable

Net income

incomeincome

to owners

Per shareof parent
Earnings forecast for FY2021(For the fiscal year ending
September 30, 2021)

Millions of yen

Millions of yen

Millions of yen

Millions of yen

Yen

25,5002,100

1,600(1,000)(18.27)～26,500～2,500～2,000～(600)～(10.96)

26,082

2,507

2,082506

9.28

FY2020 (Actual)(For the fiscal year ended
September 30, 2020)＜Points to consider concerning forecasts
Matters stated in this material concerning results forecasts are based on assessments, assumptions andconvictions derived from information available to the Company at the time when this material is published.
They may differ significantly from actual results due to a variety of factors, including future economicconditions in Japan and overseas, changes in conditions for business operations in Japan and overseas, oruncertain factors and potential risks inherent in forecasts. Those risks and uncertain factors include
unpredictable effects on results that may arise from future events.
Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Contact information for inquiries
Investor Relations OfficeE-mail: ir@mti.co.jp URL： https://www.mti.co.jp/eng

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