July 28, 2017
For Immediate Release:
MTI Ltd.
Toshihiro Maeta,President and Chief Executive Officer
Listing: Tokyo Stock Exchange(First Section) [9438]
Contact: Hiroshi Matsumoto, Managing Director
Tel: +81-3-5333-6323

Notice of Absorption-Type Merger (Simplified, Short-Form) with Consolidated Subsidiary
MTI Ltd. (hereinafter the “Company”) hereby announces that a meeting of the Board of Directors held on
July 28, 2017 resolved to conduct an absorption-type merger (the “Merger”) of Climb Factory Co., Ltd.
(hereinafter “Climb Factory”), a consolidated subsidiary. Details are as follows.
The contents of this release have been partially abbreviated because the Merger is a simplified,absorption-type merger of a wholly owned subsidiary of the Company.

1. Purpose of the Merger
Climb Factory conducts systems development, information analysis, the provision of solution proposals, etc.
for sports sites, etc. The Company decided to merge with and absorb Climb Factory, considering that it
would be more efficient to manage the business by integrating it with the businesses of the Company.

2. Outline of the Merger(1) Schedule of the Merger
Date of Board of Directors’ resolution

July 28, 2017

Date of conclusion of merger agreement

July 28, 2017

Scheduled date of merger (effective date)

October 1, 2017

Note) For the Company, the Merger will be a simplified merger in accordance with the provisions of Article 796, Paragraph 2 of theCompanies Act. For Climb Factory, the Merger will be a short-form merger in accordance with the provisions of Article 784,
Paragraph 1 of the Act. Accordingly, the Company will execute the Merger without the approval of a general meeting of theshareholders of either company.

(2) Method of the Merger
Climb Factory will cease to exist as an individual corporate entity following its absorption by theCompany, the surviving entity of this absorption-type merger.
(3) Details of allotment related to the Merger
The Merger will not entail the allotment of shares or any other monies.

1(4) Treatment of the non-surviving entity’s stock acquisition rights and corporate bond with stockacquisition rights in association with the Merger
Climb Factory has issued stock acquisition rights and they will be extinguished with the entry intoforce of the Merger. In addition, the Company will not pay any moneys or other consideration in placeof said stock acquisition rights.

3. Outline of the parties to the Merger （as of June 30, 2017）
Surviving entity

Absorbed entity

MTI Ltd.

Climb Factory Co., Ltd.

35Floor, Tokyo

35Floor, Tokyo

Opera City Tower 3-20-2, Nishi-shinjuku,

Opera City Tower 3-20-2,Shinjuku-ku, Tokyo

Nishi-shinjuku, Shinjuku-ku, Tokyo（1）Name（2）Address（3）Name and title ofrepresentative（4）Nature of business（5）Capital stock

Hiroyuki Mabuchi, Representative

Toshihiro Maeta, CEOdirector

Content distribution business

Provision of IT solutions specialized insports

5,012 millions of yen

100 millions of yen（6）Founded

Augusut 12, 1996

July 23, 2009（7）Shared issued

60,788,000 shares

16,245shares（8）Closing period

Septemeber 30

September 30（9）Major shareholders andshareholding ratios

Toshihiro Maeta

19.51%

KMC, Ince.

16.61%HIKARI TSUSHIN, INC

9.50%

89.9%

MTI Ltd.

(*)(10) Financial position and operating results of the immediately preceding accounting year
Millions of yen

Millions of yen

25,154（Consolidated）

542

17,852（Consolidated）

470

311.13 yen（Consolidated）

28,962.75 yen

Net sales

32,844（Consolidated）

92

Operating income

5,355（Consolidated）(286)

Ordinary income

5,310（Consolidated）(288)

3,317 yen（Consolidated）(293)

59.54 yen（Consolidated）(18,084.98 yen)

Total asset
Net assets
Net assets per share

Profit attributable toowners of paretnt
Net income per share*(*) As of July 28, 2017, Climb Factory is a wholly-owned subsidiary of the Company.
4. Situation after the Merger
The Merger will result in no change to the Company’s name, location, title and name of representative, lineof business, paid-in capital or fiscal year-end.

25. Impact on operating results
As the Merger involves the absorption of a wholly owned subsidiary, the impact on the consolidated
operating results is expected to be negligible.

(For reference)
Forecasts for the operating results of the consolidated fiscal year under review (announced on April 28,2017) and actual results of the previous fiscal year
ProfitOperating

Ordinary

incomeincomeMillions of yen

Millions of yen

Millions of yen

Millions of yen（FY2017）

32,000

4,060

4,000

1,600

Actual results for the previous
fiscal year

32,844

5,355

5,310

3,317

Net sales

Financial results forecast for thecurrent consolidated fiscal year

attributable toowners of parent(FY2016)
Disclaimer Regarding Forecast and Projections
This report contains forward-looking statements on business performance based on the judgments, assumptions
and beliefs of management using the information available at the time. Actual results may differ materially due tochanges in domestic or overseas economic conditions, changes in internal or external business environments, oraspects of uncertainty contained in the forecasts, latent risks or a variety of other factors. In addition, factors ofrisk and uncertainty include unpredictable elements that could 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
Futaki, Investor Relations OfficeTel: +81-3-5333-6323
Fax: +81-3-3320-0189
E-mail: ir@mti.co.jp
URL： https://www.mti.co.jp/eng

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