The transactions pursuant to the joint share transfer described in this document involve securities of aJapanese company. The joint share transfer is subject to disclosure requirements of Japan that are different
from those of the United States. Financial information included in this document, if any, was excerpted fromfinancial statements prepared in accordance with foreign accounting standards that may not be comparable
to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal
securities laws, since the issuer is located in Japan and some or all of its officers and directors reside outsideof the United States. You may not be able to sue a Japanese company or its officers or directors in a Japanesecourt for violations of the U.S. securities laws. It may be difficult to compel a Japanese company and its
affiliates to subject themselves to a U.S. court’s judgment. You should be aware that the issuer may purchasesecurities otherwise than under the joint share transfer, such as in the open market or through privately
negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In theevent of any conflict or discrepancy between this document and the Japanese-language original, theJapanese-language original shall prevail in all respects.
(Securities Code: 7594)
July 1, 2021

To shareholders
2-2-5 Minamishinmachi
Chuo-ku, Osaka, JapanMARUKA CORPORATION
Kunihiko Iida
President & CEO

CONVOCATION NOTICE OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Please be notified that the Extraordinary General Meeting of Shareholders of Maruka Corporation (“Company”)
will be held as described below.
You may exercise your voting rights in writing or via the Internet, instead of attending the meeting on the day.
Please review the Reference Materials for the General Meeting of Shareholders attached hereto and the Guidance－

1 －on the Exercise of Voting Rights provided below, and exercise your voting rights no later than 5:30 p.m. on
Thursday, July 15, 2021 (JST).
1.
2.

Date and time
Place

3.

AgendaMatter to be resolved:
Proposal

Friday, July 16, 2021 at 10:00 a.m. (JST)Banquet Hall “SYUN”, 2F, CITIPLAZA OSAKA
2-31, Honmachibashi, Chuo-ku, Osaka

Approval of Share Transfer Plan

If you plan to attend the meeting on the day, please submit the enclosed Voting Right Exercise Form at thereception. Also, please kindly bring this convocation notice with you, to be environmentally friendly.
Any change to the Reference Materials for the General Meeting of Shareholders will be announced byposting the revised items on the Company website (http://www.maruka.co.jp/ir/soukai).
Pursuant to laws and regulations and the Articles of Incorporation of the Company, the financial
statements of Furusato Industries, Ltd., the other wholly owned subsidiary company in the share transfer
pertaining to the proposal, for the fiscal year ended March 2021 are posted on the Company website(http://www.maruka.co.jp/ir/soukai) and are not included in the attached documents.

Guidance on the Exercise of Voting Rights
You may exercise your voting rights in writing, either by mailing or voting via the Internet.
If you plan to attend the meeting on the day, it is not necessary to exercise your voting rights by mailing Voting
Right Exercise Form or via the Internet.
There are three methods to exercise your voting rights:

1 Via the Internet
https://evote.tr.mufg.jp/
DeadlineMust be completed by 5:30 p.m.
Thursday, July 15, 2021

2 In writing, to be sent by mail－2 －Please refer to following pages
for details
N.B. If you exercise your voting rights morethan once via the Internet, the last vote will
be considered valid.

Please indicate your approval ordisapproval of the proposal on the
Voting Right Exercise Form andsend it by mail.
DeadlineMust be received by 5:30 p.m.
Thursday, July 15, 2021

3 Attending the meeting on the day
Please submit the Voting Right
Exercise Form at the reception.

Meeting Date and Time
10:00 a.m.
Friday, July 16, 2021－

3 －

Guide to Exercising Voting Rights via the Internet

If you plan to exercise your voting rights via the Internet, please carefully review the following information.
If you plan to attend the meeting on the day, it is not necessary to exercise your voting rights in writing(by mail) or via the Internet.
1.

Website for Exercising Voting Rights(1) You may exercise your voting rights via the Internet only by accessing the website for exercising
voting rights as specified by the Company (https://evote.tr.mufg.jp/) using a personal computer,smartphone or cell phone. However, please beware that the URL provided above is not accessible
from 2:00 a.m. to 5:00 a.m. daily.
(2) Please note that you may not be able to exercise your voting rights via your personal computer or
smartphone depending on your network environment, such as the use of a firewall for Internet
connection, installation of an antivirus software, the use of a proxy server, or unavailability of TLS
encrypted communication.
(3) For security reasons, the exercise of voting rights with a cell phone is not available with devices thatare not capable of TLS encrypted communication or mobile phone data transmission.
(4) The exercise of voting rights via the Internet must be completed by 5:30 p.m. on Thursday, July 15,2021 (JST). Your prompt voting will be appreciated, and please contact the helpdesk with any inquiry.

2.

Method for Exercising Voting Rights via the Internet(1) On the website for exercising voting rights (https://evote.tr.mufg.jp/), please enter your approval ordisapproval of the proposal, using the Login ID and Tentative Password provided in the Voting Right
Exercise Form and by following the instructions on the screen.
(2) Please note that you will be asked to change the Tentative Password on the website for exercising
voting rights to prevent unauthorized access (e.g., identify theft) and falsification of voting by nonshareholders.
(3) A new Login ID and Tentative Password will be provided each time a General Meeting of
Shareholders is convened.

－

4 －

3.

Handling of Voting Rights Exercised More Than Once
(1) If you exercise your voting rights both in writing and via the Internet, the vote submitted via theInternet will be considered valid.
(2) If you exercise your voting rights more than once via the Internet, the last vote will be consideredvalid. Also, if you exercise your voting rights more than once using a personal computer, smartphoneor cell phone, the last vote will be considered valid.

4.

Costs Arising from Access to the Website for Exercising Voting Rights
Each shareholder will be responsible for any Internet access fees or communication charges arising fromaccess to the website for exercising voting rights. Also, any packet communication and other fees required
for using mobile phones, etc., will be the responsibility of each shareholder.

For system related inquiries, please contact:
Corporate Agency Division (Helpdesk)
Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (Toll free within Japan)
Hours: 9:00 a.m. to 9:00 p.m.

－

5 －

Reference Materials for the General Meeting of Shareholders
Proposal and Reference Information

Proposal:Approval of Share Transfer Plan

The Company and Furusato Industries, Ltd. (“Furusato”) have reached an agreement to establish MARUKA
FURUSATO Corporation, which will be the wholly owning parent company of both companies (“Joint Holding
Company”), through a joint share transfer (“Share Transfer”) on October 1, 2021 (“Effective Date”). Pursuant
to the resolutions of the board of directors’ meetings of each company respectively held on May 7, 2021, theCompany and Furusato have entered into an agreement to integrate the management of both companies(“Integration”) as of the same date (“Integration Agreement”), and prepared a share transfer plan regarding theShare Transfer (“Share Transfer Plan”).
Accordingly, the Company requests the approval of the Share Transfer Plan.
The reason for the Share Transfer, the details of the Share Transfer Plan, and other matters related to this
proposal are as described below.
1. Reason for the Share Transfer
The Company was established in 1946 as a trading company that engages in domestic sales and the importand export of paper, woolen textiles, bicycles, bearings, tools, and other goods. Since then, the Company has
operated a wide range of businesses in Japan and overseas as a trading company specializing in industrial
and construction machinery. With respect to the Industrial Machinery Division, the Company sells machine
tools, forming machinery, injection molding machinery and other machinery directly to its customers inJapan and overseas. In particular, through the global network of 23 offices located in major cities worldwide
through local subsidiaries in North America, Asia and China, the Company actively engages in businessactivities such as sales to and maintenance for local companies and Japanese companies, as well as providing
support to Japanese companies in their global expansion. With respect to the Construction Machinery
Division, with the aim to expand business areas and to enhance profitability, the Company acquired Japan
Rental Co., Ltd., in 2003, which operates a construction machinery rental business and undertakes
contracting work at height, and currenly sells and rents out aerial work platforms, cranes and other vehicles.

－

6 －The Company has strived to be a company that meets the expectations of society through its guiding
philosophy “Sincerity is Everything in Life”, its mottoes “Sincere Service” and “Unique Solutions” and its
mission “Customer Satisfaction”. As a trading company specializing in machinery that will continue tocontribute to the manufacturing of products for the world based on this management spirit, the Company
aims to further strengthen its sales of industrial and construction machinery as well as expanding the businessof peripheral categories, such as parts and consumable goods, increasing its earning power by strengthening
its engineering capability through the incorporation of manufacturer functions into group companies,
investing more management resources in overseas markets, expanding into growing areas such as foodmachinery and EV through M&A, and strengthening management practices by improving profitability.
On the other hand, Furusato has been engaged in the manufacture, purchase and sale of steel frame building
supplies since its establishment in 1959. Amid an increase in market share in a relatively small market andmarket contraction in a period of slow growth, in 2000, Furusato acquired G-Net Corporation, a machine
and industrial tool wholesaler, in order to ensure its growth by expanding its business areas, and commenced
the sales of machines and industrial tools to the domestic manufacturing industry. In 2007, it acquired Gifu
Shoji, Co., Ltd. in order to further develop the machine and industrial tool business and build its own strength.
Moreover, intending to develop the minor security business as a core business of Furusato group, it acquired
Security Design, Inc. in 2016, and has been expanding the business in the crime prevention and surveillancemarket.
Furusato group expresses its ideal through the group philosophy, OUR VISION “Hope for a sustainable
society; Responsible for the continuing growth of the Group; and Employees work energetically,” and what
its employees should do in OUR MISSION “Creating value for many people with our unique ideas results
in meaningful activities for us.” In accordance with this group philosophy, it has set out the group’s basic
policy “Promoting value-based management with unique ideas.” Based on the principle of business portfolio
management (*1), Furusato group aims to enhance competitiveness in each of the different business areas,
secure a revenue base by pursuing customer satisfaction, create a new business through synergies between
businesses, re-challenge overseas business fields, acquire volumes and functions through M&A and alliances
and increase corporate value through the promotion of capital cost management.
As described above, both companies have been considering alliances, including an integration, in order toaddress challenges in their respective business areas, achieve expansion of operation results, enhance－

7 －corporate value and accelerate further growth and development. The companies have come to realize thatthey will be able to overcome their respective challenges and create even greater synergies by using thestrengths of both companies under the platform strategy (*2) for creating optimal value.
Under these circumstances, both companies have been engaged in broad discussions for the purpose of
maximizing their corporate value since around September 2019. In the course of considering various
solutions to its business challenges, Furusato made contact with business consultants and financial
institutions, and after considering and discussing measures, including alliances with companies that are in
the same business environment and are likely to be facing similar business challenges, Furusato considered
the Company as a candidate for an alliance partner that would enable to achieve significant synergies andenhance corporate value early. Triggered by the proposal of integration made by Furusato to the Company
in June 2020, both companies have commenced full-fledged discussions. Since the Company has also been
considering measures to address its business challenges as mentioned above, upon receiving the proposal for
management integration from Furusato, the Company proceeded to consider the resolution of businesschallenges and the enhancement of corporate value through the proposal. Through these discussions, thecompanies have confirmed that they can complement their challenges and strengths, and have reached acommon understanding that establishing a presence together as an engineering trading company is the best
way to maximize their corporate value. As a result, the Company and Furusato have decided to establish a
joint holding company to integrate their management based on an equal footing.
*1

Business portfolio management: Business approach that diversifies risks and secures profitability, stability

and growth potential of the entire corporate group by operating multiple businesses with different businessmodels and economic sensitivities. The current life cycle of each business is identified and management
capital is distributed to areas with higher growth potential. Also, by withdrawing the businesses that have losta competitive advantage, a viable business portfolio is constructed.
*2

Platform strategy: A strategy that defines a mechanism for providing optimal value to users in eachbusiness as a platform, and continues to seek the perfect form of the required platform by complementing thelacking pieces (function and scale) in each business area.

2. Details of the Share Transfer Plan－

8 －The details of the Share Transfer Plan is as described in the Share Transfer Plan (copy) below.
Share Transfer Plan (copy)
Furusato Industries, Ltd. (“Furusato”) and Maruka Corporation (“Maruka”) have agreed to conduct a sharetransfer by means of a joint share transfer and have jointly prepared the Share Transfer Plan (the “Plan”) as
follows:
Article 1 (Share Transfer)
Pursuant to the terms and conditions of the Plan, Furusato and Maruka shall conduct a joint share transfer
to cause all issued shares of Furusato and Maruka to be acquired by a wholly owning parent company (the“New Company”) that is to be newly incorporated on the New Company Incorporation Date (as definedin Article 6; the same shall apply hereinafter) (the “Share Transfer”).
Article 2 (New Company’s Purpose, Trade Name, Head Office Location, Total Number of Authorized Shares,
and Other Matters to be Prescribed in the Articles of Incorporation )1. The purpose, trade name, location of the head office and total number of authorized shares of the New
Company shall be as follows:(1) Purpose
The purpose of the New Company shall be as stated in Article 2 of the Articles of Incorporation set
forth in the Appendix.
(2) Trade name
The trade name of the New Company shall be “FURUSATO MARUKA Holdings Kabushiki
Kaisha” in Japanese and "MARUKA FURUSATO Corporation" in English.
(3) Location of the head office
The location of the head office of the New Company shall be located in Osaka, and the place of thehead office shall be located at 1-2-10 Minami-shinmachi, Chuo-ku, Osaka.
(4) Total number of authorized shares
The total number of authorized shares of the New Company shall be 100 million shares.
2. In addition to what is listed in the preceding paragraph, other matters to be prescribed in the Articles ofIncorporation of the New Company shall be as set forth in the Articles of Incorporation as attached in
the Appendix .

－9 －Article 3 (Names of Directors at Incorporation, Auditors at Incorporation and Accounting Auditors at
Incorporation of the New Company)
1. The names of the Directors at Incorporation of the New Company shall be as follows:
Chairman and Representative Director Kunihiko Iida
President and Representative Director Ryohei Furusato
Director

Toshiaki Takeshita

Director

Katsuhiro Yamashita

Director

Tsunehisa Namba

Director

Kazuaki Kotani

Director

Hiroyuki Nakatsukasa

Director

Junko Takechi

2. The names of the Auditors at Incorporation of the New Company shall be as follows:StandingAuditor

Satoshi Onishi

Outside Auditor

Kyoko Hikita

Outside Auditor

Yasuo Sasaki

3. The names of the Accounting Auditors at Incorporation of the New Company shall be as follows:
Deloitte Touche Tohmatsu LLC
Article 4 (Shares to be Issued through the Share Transfer and Allocation thereof)
1. Upon the Share Transfer, the New Company shall issue to the shareholders of Furusato and Maruka asof the time immediately preceding the time of the acquisition of all of the issued shares of Furusato andMaruka (the “Record Time”), the number of common shares of the New Company equal to the sum of(i) the number of common shares issued by Furusato at the Record Time multiplied by 1, and (ii) the
number of common shares issued by Maruka at the Record Time multiplied by 1.29, in lieu of thecommon shares of Furusato and Maruka held by the shareholders of Furusato and Maruka.
2. Upon the Share Transfer, the New Company shall allot common shares to each of the shareholders of
Furusato and Maruka listed or recorded respectively in the shareholder registry of Furusato and Maruka
at the Record time (provided, however, that with respect to the the shareholders of Furusato or Maruka
who request the purchase of their shares pursuant to the provisions of Article 806 (1) of the Companies
Act, Furusato and Maruka shall be deemed to be listed or recorded as shareholders of the shares ofFurasato and Maruka respectively, instead of said shareholders) in the following proportions:

－

10 －

(1) To the shareholders of Furusato, at a ratio of one (1) common share of the New Company for eachcommon share of Furusato held by them.
(2) To the shareholders of Maruka, at a ratio of one point two nine (1.29) common share of the New
Company for each common share of Maruka held by them.
3. Any fractional share of less than one (1) share arising out of the calculation set forth in the preceding
two paragraphs shall be processed in accordance with the provisions of Article 234 of the Companies
Act and other applicable laws and regulations.
Article 5 (Matters concerning the Amount of Capital and Reserves of the New Company)
The amount of stated capital and reserves of the New Company as of the New Company Incorporation
Date shall be as follows:(1) Amount of stated capital
Five billion (5,000,000,000) yen(2) Amount of capital reserve
One billion two hundred fifty million (1,250,000,000) yen(3) Amount of retained earnings reserve
Zero (0) yen
Article 6 (New Company Incorporation Date)
The day on which the incorporation of the New Company is to be registered (the “New Company
Incorporation Date”.) shall be October 1, 2021. Provided, however, that to the extent required for thecompletion of the process of the Share Transfer or for any other reason, the New Company Incorporation
Date may be changed upon agreement through consultation between Furusato and Maruka.
Article 7 (Shareholders Meeting for Approval of Share Transfer Plan)
1. Furusato shall convene an ordinary general meeting of shareholders on June 21, 2021, to seek
resolutions on the approval of the Plan and any other matters necessary for the Share Transfer.
2. Maruka shall convene an extraordinary general meeting of shareholders on July 16, 2021, to seek
resolutions on the approval of the Plan and any other matters necessary for the Share Transfer.
3. The date of the general meeting of shareholders provided for in the preceding two paragraphs may bechanged thorugh an agreement by consultation between Furusato and Maruka, to the extent required forthe completion of the process of the Share Transfer or for any other reason.

－

11 －

Article 8 (Dividends of surplus)
1. Furusato may pay dividends of surplus up to thirty-five point five (35.5) yen per share to shareholders
or registered pledgees listed or recorded in the latest shareholder registry as of March 31, 2021.
2. Maruka may pay dividends of surplus up to twenty (20) yen per share to shareholders or registeredpledgees listed or recorded in the latest shareholder registry as of May 31, 2021.
3. Except for the cases provided in the preceding two paragraphs, neither Furusato nor Maruka shall passa resolution to pay dividends of surplus with a record date falling on or before the New Company
Incorporation Date after the preparation of the Plan. However, this shall not apply to cases where anagreement has been reached between Furusato and Maruka through consultation.
Article 9 (Stock Listing, Shareholder Registry Administrator)
1. Furusato and Maruka shall consult with each other in good faith and cooperate in the procedures
necessary for listing common shares issued by the New Company on the First Section of the Tokyo
Stock Exchange, Inc. on the New Company Incorporation Date.
2. The shareholder registry administrator on the New Company Incorporation Date shall be Mitsubishi
UFJ Trust and Banking Corporation.
Article 10 (Retirement of Treasury Stock)
Furusato and Maruka shall, by resolution of their respective board of directors meeting held no later
than the day immediately preceding the New Company Incorporation Date, retire all of their treasury
shares (including treasury shares to be acquired in response to a dissenting shareholder’s demand for sharepurchase pursuant to Article 806 (1) of the Companies Act, excercised at the time of the Share Transfer)at the Record time.
Article 11 (Management of Company Property, etc.)
Furusato and Maruka shall each conduct their own business and manage and operate their property withthe due care of a prudent manager, and shall have each subsidiary conduct their own business and manageand operate their property with the due care of a prudent manager, after the preparation of the Plan up to
the New Company Incorporation Date, and Furusato and Maruka shall, except as otherwise provided in
the Plan, reach an agreement through consultation in advance with respect to any acts that may have amaterial impact on the property or rights and obligations of either party (including its subsidiaries).

－

12 －

Article 12 (Effect of the Plan)
The Share Transfer shall lose its effect in the following cases: (i) if any resolution regarding the approvalof the Share Transfer or matters necessary for the Share Transfer is not obtained at the shareholders’meetings of Furusato or Maruka set forth in Article 7, (ii) if the approval of the relevant authorities
necessary for the Share Transfer cannot be obtained, or (iii) if the Share Transfer is canceled pursuant to
the following Article 13.
Article 13 (Change in the Terms and Conditions of Share Transfer and Cancellation of Share Transfer)
During the period from the preparation of the Plan until the New Company Incorporation Date, in theevent of any material change in the financial or business status of Furusato or Maruka, or in the event ofany material hindrance occurring or becoming apparent to the execution of the Share Transfer, or in theevent that it becomes difficult to achieve the purpose of the Plan, Furusato and Maruka may, by agreement
through consultation, change the terms and conditions of the Share Transfer and other details of the Plan,or cancel the Share Transfer.
Article 14 (Good Faith Consultation )In addition to the matters set forth in the Plan, any matters not set forth in the Plan and other mattersnecessary for the Share Transfer shall be determined by mutual agreement through consultation between
Furusato and Maruka in accordance with the purpose of the Plan.
(Page margins)

－

13 －

IN WITNESS WHEREOF, Furusato and Maruka have duly executed this Plan in duplicate, by writing theirnames and affixing their corporate seals, with each party retaining one original.
May 7, 2021
1-2-10 Minamishinmachi, Chuo-ku, Osaka
Furusato Industries, Ltd.
Ryohei Furusato (President and Representative
Director)

2-2-5 Minamishinmachi, Chuo-ku, Osaka
Maruka Corporation
Kunihiko Iida (President and Representative
Director)－

14 －Appendix Articles of Incorporation
Articles of Incorporation of MARUKA FURUSATO Corporation
Chapter I General Provisions
Article 1 (Trade Name)
The trade name of the Company shall be FURUSATO MARUKA Holdings Kabushiki Kaisha inJapanese and MARUKA FURUSATO Corporation in English.
Article 2 (Prupose)
The purpose of the Company shall be to control and manage the business activities of the following
companies by owning shares or equity in the companies engaged in the following businesses, and toengage in all businesses related or incidental thereto.
1. Domestic sales, import and export trade, leasing, agency, brokerage, and secondhand goods trading of
the following goods:
1-1 Building Materials.
1-2 Metal processing machinery, machine tools and equipment, tools therefor, hydraulic pneumatic
equipment, power transmission equipment, packaging and packing machines, can making machines,
plastic processing machines, textile machinery, food processing machines, food refrigerationequipment, bearings, transfer equipment, automatic storage facilities, industrial robots, pollution
prevention equipment, welding machines, industrial furnaces.
1-3 Civil engineering and construction machinery, foundation work machinery, cargo handlingmachinery, mining machinery, quarrying machinery, vehicles, vessels, generators, motors, multistory parking equipment.
1-4 Measuring instruments, measuring and surveying instruments, testing instruments, medical
instruments, precision instruments.
1 5 Automobiles, motorcycles, transport vehicles, other transport equipment and their parts.
1-6 Foods, beverages and their raw materials, feed, fertilizers, agricultural and marine products and theirprocessed products.
1-7 Apparel, bedding, furniture, household electrical appliances, household appliances, computerequipment, communications equipment, general merchandise, and sporting goods.

－

15 －

1-8 Fire fighting equipment, security system equipment, electrical and electronic control equipment,
electrical machinery and equipment, office machinery and equipment.
2. Construction, supervision, leasing, maintenance, management and repair of machinery related to eachof the preceding items.
3. Manufacture of construction materials.
4. Land transport, maritime transport, air transport and their agencies, warehousing and customs clearance
5. Intermediary agency services for sales and subscription contracts for telecommunications business andtelecommunications lines based on the Telecommunications Business Law.
6. Holding and management of securities
7. Lease, sale, management and brokerage of real estate, and design, supervision and contracting of
construction work.
8. Work related to the following items:(1) Steeplejack and civil engineering(2) Steel structures(3) Pipe work
9. Design, construction, management, and contracting of construction work, machinery and equipment
installation work, and fittings work.
10. Design, construction, management and contracting of painting work.
11. Business relating to the power generation business, its management and operation, and the supply andsale of electricity.
12. Building security and cleaning management.
13. Manufacture, sale, lease, import and export of cooling and circulation devices for printing machines
and printing machine peripheral equipment.
14. Intangible property rights such as industrial property rights and copyrights, know-how, and systemengineering other software planning, acquisition, maintenance, use and sales.
15. Non-life insurance agency.
16. Sales of life insurance.
17. Any and all businesses incidental or related to the foregoing items.
Article 3 (Location of Head Office)The head office of the Company shall be located in Osaka City.

－

16 －

Article 4 (Organs)
The Company shall, in addition to the General Meeting of Shareholders and Directors, have thefollowing organs:(1) Board of Directors(2) Corporate Auditors(3) Board of Corporate Auditors(4) Accounting Auditors
Article 5 (Method of Public Notice)
The Company's method of public notice shall be through electronic public notice. However, in cases
where it is not possible to give public notice by way of electronic public notice due to an accident or otherunavoidable reason, public notice shall be given by publishing it in the Nihon Keizai Shimbun.
Chapter II Stock
Article 6 (Total Number of Shares Authorized)
The total number of shares authorized to be issued by the Company shall be hundred million(100,000,000) shares.
Article 7 (Acquisition of Own Shares)
The Company may acquire its own shares through market transactions, etc. by resolution of the Boardof Directors pursuant to the provisions of Article 165 (2) of the Companies Act.
Article 8 (Number of Shares per Unit)
The number of shares per unit of the Company shall be one hundred (100) shares.
Article 9 (Rights of Shares Less Than One Unit)
Shareholders of the Company may not exercise any rights other than those listed below with respect totheir shares constituting less than one (1) unit.
(1) The rights listed in the items of Article 189 (2) of the Companies Act;
(2) Rights to make requests pursuant to the provisons of Article 166 (1) of the Companies Act;
(3) Rights to allocation of offered shares or stock acquisition rights in proportion to the number of shares

－

17 －

held by the shareholders; and(4) Right to make a request as stipulated in the following Article 10.
Article 10 (Request for Additional Shares of Less Than One Unit)
1. Shareholders of the Company may request the Company to sell the number of shares constituting one(1) unit together with the number of shares less than one (1) unit held thereby (the “Request for
Additional Purchase”.).
2. The time when a Request for Additional Purchase may be made, the method of making such request,
etc., shall be governed by the share handling regulations as determined by the Board of Directors.
Article 11 (Shareholder Registry Administrator)
1. The Company shall have a shareholder registry administrator.
2. The shareholder registry administrator and the place where the register of shareholders is handled shallbe determined by a resolution of the Board of Directors and published by means of a public notice.
3. The preparation and maintenance and other matters of the shareholder register, the stock acquisitionrights register of the Company and other administrative matters relating to these registers shall be
entrusted to the shareholder register administrator, and the Company shall not handle such matters.
Article 12 (Share Handling Regulations)
The handling of the Company's shares and fees shall be governed by the laws and regulations, theArticles of Incorporation, and the share handling regulations established by the Board of Directors.
Chapter III General Meeting of Shareholders
Article 13 (Convocation)
The annual general meeting of shareholders of the Company shall be convened within three (3) months
from each fiscal year end. An extraordinary general meeting of shareholders shall be convened whenevernecessary.
Article 14 (Record date of Annual General Meeting of Shareholders)
The record date for voting rights at the Company's annual general meeting of shareholders shall be
December 31 of each year.

－

18 －

Article 15 (Convener and Chairperson)
1. The Representative Director shall convene and preside over the general meeting of shareholders.
2. If the Representative Director is incapacitated, another director shall convene and preside at the general
meeting of shareholders in an order determined in advance by the Board of Directors.
Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for General Meeting of
Shareholders)
When convening a general meeting of shareholders, if the Company discloses information that is to be
indicated in reference documents of the general meeting of shareholders, business reports, financial
statements and consolidated financial statements through the Internet in accordance with the provisions
prescribed by ordinance of the Ministry of Justice, it may be deemed that the Company has provided thisinformation to its shareholders.
Article 17 (Method of Resolution)
1. Unless otherwise provided by law or by these Articles of Incorporation, resolutions of the general
meeting of shareholders shall be made by a majority of the voting rights of the shareholders present at
the meeting who are entitled to exercise their voting rights.
2. The resolutions stipulated in Article 309 (2) of the Companies Act shall be adopted by at least two-thirds(2/3) of the votes of the shareholders present at the general meeting of shareholders where at least onethird (1/3) of the shareholders who are entitled to exercise their voting rights are present.
Article 18 (Proxy Voting)
1. A shareholder may exercise his or her voting rights by proxy of another shareholder with voting rightsof the Company.
2. Shareholders or proxies shall submit to the Company a document certifying their power of attorney foreach general meeting of shareholders.
Chapter IV Directors and the Board of Directors
Article 19 (Number of Directors)
The number of Directors of the Company shall not exceed ten (10).

－

19 －

Article 20 (Method of Election)
1. Directors shall be elected at the annual general meeting of shareholders.
2. A resolution to elect Directors shall be adopted by a majority of the votes of the shareholders present at
the general meeting of shareholders where no less than one-third (1/3) of the shareholders who areentitled to exercise their voting rights are present.
3. No cumulative voting shall be used for the election of Directors.
Article 21 (Term of Office)
1. The term of office of Directors shall expire at the conclusion of the annual general meeting ofshareholders for the last business year ending within two (2) years from the time of their election.
2. The term of office of any Director elected to increase the number of Directors or to fill a vacancy shall
expire at the time of the expiration of the term of office of the incumbent Director.
Article 22 (Representative Director and Executive Directors)
1. The Board of Directors shall appoint a Representative Director from among the Directors by its
resolution.
2. The Board of Directors may, by its resolution, appoint one (1) Director serving as the Chairman, one(1) Director serving as the President, one (1) Director serving as the Vice President, several Directors
serving as the Senior Managing Director and the Managing Director from among the Directors.
Article 23 (Convener and Chairperson of The Board of Directors)
1. Unless otherwise provided by laws and regulations, the President shall convene the Board of Directors
and act as the chairperson thereof.
2. In the event of a vacancy in the position of President or an accident, another Director shall convene ameeting of the Board of Directors and act as Chairman in a predetermined order at the meeting of theBoard of Directors.
Article 24 (Notice of Convocation of a Meeting of the Board of Directors)
1. A notice of convocation of a meeting of the Board of Directors shall be sent to each Director at least
three (3) days prior to the date of the meeting. However, this period may be shortened in urgent cases.
2. Meetings of the Board of Directors may be held without the procedures for convocation if the consent

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20 －

of all Directors and Corporate Auditors is obtained.
Article 25 (Board of Directors Regulations)
Matters concerning the Board of Directors shall be governed by the laws and regulations and the Articles
of Incorporation, as well as by the Board of Directors Regulations.
Article 26 (Method of Resolution of the Board of Directors)
1. A resolution of a meeting of the Board of Directors shall be adopted by a majority of the Directors
present at the meeting where the majority of the Directors entitled to participate in the vote are present.
2. The Company shall be deemed to have passed a resolution of the Board of Directors if it meets therequirements of Article 370 of the Companies Act.
Article 27 (Exemption of Directors from Liability)
1. Pursuant to the provisions of Article 426 (1) of the Companies Act, the Company may, to the extent
permitted under the laws and regulations, exempt Directors (including persons who were Directors in
the past) from liability for damages arising from neglect of their duties by resolution of the Board of
Directors.
2. Pursuant to the provisions of Article 427 (1) of the Companies Act, the Company may enter into anagreement with its Directors (excluding Executive Directors, etc) to limit their liability for damages
arising from failure to perform their duties. Provided, however, that the maximum amount of liability
under said agreement shall be the amount prescribed by the laws and regulations.
Article 28 (Remunerations)
Remunerations, bonuses, and other financial benefits (the “Remunerations”) received from theCompany as consideration for the execution of duties by Directors shall be determined by resolution of ageneral meeting of shareholders.
Chapter V Corporate Auditors and Board of Corporate Auditors
Article 29 (Number of Corporate Auditors)
The number of Corporate Auditors of the Company shall not exceed four (4).

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21 －

Article 30 (Method of Election of Corporate Auditors)
1. Corporate Auditors shall be elected at a general meeting of shareholders.
2. A resolution for the election of Corporate Auditors shall be adopted by a majority of the votes of theshareholders present at the general meeting of shareholders where no less than one-third (1/3) of theshareholders who are entitled to exercise their voting rights are present.
3. Pursuant to the provisions of Article 329 (3) of the Companies Act, the Company may elect substituteCorporate Auditors at the general meeting of shareholders in case the number of Corporate Auditors
falls short of the number required under the laws and regulations.
4. The period during which the resolution pertaining to the election of the substitute Corporate Auditor
set forth in the preceding Paragraph is effective shall be until the time of the commencement of theannual general meeting of shareholders relating to the most recent business year which ends within four(4) years after the resolution, unless shortened by such resolution.
Article 31 (Term of office of Corporate Auditors)
1. The term of office of Corporate Auditors shall expire at the conclusion of the annual general meeting ofshareholders for the last business year ending within four (4) years from the time of their election.
2. The term of office of a corporate auditor who is elected as a substitute for a corporate auditor who retired
before the expiration of his/her term of office shall expire at the time of the expiration of his/her termof office. Provided, however, that if a substitute Corporate Auditor elected pursuant to Paragraph 3 ofthe preceding Article 30 assumes the office of Corporate Auditor, such substitute Corporate Auditor may
not exceed the time of the conclusion of the general meeting of shareholders relating to the most recent
business year which ends within four (4) years after the election of such substitute Corporate Auditor.
Article 32 (Full-Time Corporate Auditors)
Full-time Corporate Auditors shall be appointed by resolution of the Board of Corporate Auditors.
Article 33 (Notice of Convocation of a Meeting of the Board of Corporate Auditors)
1. A notice of convocation of a meeting of the Board of Corporate Auditors shall be sent to each Corporate
Auditor at least three (3) days prior to the date of the meeting. However, this period may be shortenedin urgent cases.
2. The meeting of the Board of Corporate Auditors may be held without the procedures for convocation if
the consent of all Corporate Auditors is obtained.

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22 －

Article 34 (Board of Corporate Auditors Regulation)
Matters concerning the Board of Corporate Auditors shall be governed by laws and regulations, theArticles of Incorporation, and the Board of Corporate Auditors Regulation established by the Board of
Corporate Auditors.
Article 35 (Remunerations)
Remunerations for Corporate Auditors shall be determined by resolution of a general meeting ofshareholders.
Article 36 (Exemption of Corporate Auditors from Liability)
1. Pursuant to the provisions of Article 426 (1) of the Companies Act, the Company may, to the extent
permitted under the laws and regulations, exempt Corporate Auditors (including persons who were
Corporate Auditors in the past) from liability for damages arising from negligence in the performanceof their duties by resolution of the Board of Directors.
2. Pursuant to the provisions of Article 427 (1) of the Companies Act, the Company may enter into anagreement with outside Corporate Auditors to limit their liability for damages arising from neglect of
their duties. Provided, however, that the maximum amount of liability under said agreement shall be theamount prescribed under the laws and regulations.

Chapter VI Accounting Auditors
Article 37 (Method of Election of Accounting Auditors)
Accounting auditors shall be elected by resolution of a general meeting of shareholders.
Article 38 (Term of office of Accounting Auditor)
1. The term of office of an Accounting Auditor shall expire at the conclusion of the annual general meetingof shareholders for the last business year ending within one (1) year from the time of their election.
2. Unless otherwise resolved at the annual shareholders meeting set forth in the preceding paragraph,
Accounting Auditors shall be deemed to have been reelected at such annual general meeting ofshareholders.

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23 －

Article 39 (Remuneration, etc. of Accounting Auditors)
Remuneration, etc. for Accounting Auditors shall be determined by the representative director with theconsent of the Board of Corporate Auditors.
Chapter VII Accounting
Article 40 (Fiscal year)
The fiscal year of the Company shall be one (1) year from January 1 to December 31 every year.
Article 41 (Year-End Dividends and Record Date)
The Company may, by resolution of the annual general meeting of shareholders, make a year-end
dividend on December 31 of each year as the record date.
Article 42 (Interim Dividends and Record Date)
The Company may pay interim dividends by resolution of the Board of Directors with June 30 of eachyear as the record date.
Article 43 (Period of Exclusion of Dividends, etc.)
1. In case where the dividend property is in cash, the Company shall be exempted from the obligation to
pay the dividend if the dividend has not been received within three (3) full years from the date ofcommencement of payment.
2. No interest shall accrue on the cash set forth in the preceding Paragraph.
Supplementary Provisions
Article 1 (Intial Fisical year )Notwithstanding the provisions of Article 40, the initial fiscal year of the Company shall be from thedate of incorporation of the Company until December 31, 2021.
Article 2 (Remuneration, etc. for the First Director)
1. Notwithstanding the provisions of Article 28, the total amount of remuneration, etc. for Directors of the

－

24 －

Company during the period from the date of incorporation of the Company until the conclusion of thefirst annual general meeting of shareholders shall not exceed two hundred thirty million (230,000,000)
yen per year.
2. Notwithstanding the provisions of the Article 35, the total amount of remuneration, etc. paid to
Corporate Auditors during the period from the date of incorporation of the Company until the conclusionof the first annual general meeting of shareholders shall not exceed twenty six million (26,000,000) yen
per year.
Article 3 (Deletion of Supplementary Provisions)
These Supplementary Provisions shall be automatically deleted at the conclusion of the first annual
general meeting of shareholders of the Company.

3. Matters concerning the adequacy of the provisions for matters listed in Items (v) and (vi) of Article 773.(1)of the Companies Act(1) Matters concerning the adequacy of the total number of consideration for the Share Transfer and theallocation thereofCompany
Share Transfer Ratio

Furusato
1

Maruka1.29

Note 1: Details of share allotment in the Share Transfer
One (1) share of common stock of the Joint Holding Company for one (1) share of common
stock of Furusato, and 1.29 shares of common stock of the Joint Holding Company for one(1) share of common stock of the Company will be allotted. Provided, however, that theshare transfer ratio is subject to change upon consultation between both companies in theevent of any material change to the conditions upon which the calculations of the sharetransfer ratio are based.
One unit of shares of the Joint Holding Company will consist of 100 shares.
If the number of shares of common stock of the Joint Holding Company, which is to bedelivered to shareholders of the Company or Furusato through the Share Transfer, contains
any fraction less than one share, the relevant shareholder will be paid a cash amountcorresponding to such fractional portion less than one share in accordance with theprovisions of Article 234 of the Companies Act and other relevant laws and regulations.

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25 －

Note 2: Number of new shares in the Joint Holding Company scheduled to be delivered throughthe Share Transfer:
25,587,817 shares of common stock
The above number of shares has been calculated based on the total number of issued andoutstanding shares of the Company as of February 28, 2021, which is 9,327,700 shares, andthe total number of issued and outstanding shares of Furusato as of March 31, 2021, whichis 14,574,366 shares. Provided, however, that the treasury shares held by the Company asof February 28, 2021 (747,186 shares of common stock), the treasury shares held by
Furusato as of March 31, 2021 (55,412 shares of common stock) and the treasury shares tobe acquired through the purchase of shares in connection with a share purchase request bydissenting shareholders as set forth in Article 806.(1) of the Companies Act that will be
exercised in connection with the Share Transfer, are excluded in calculating the above
number of new shares to be delivered due to the fact that the Company and Furusato plan tocancel their respective treasury shares that they currently hold or will newly acquire by the
Effective Date of the Share Transfer, to the extent practicable. As the number of treasury
shares that will actually be canceled by the Effective Date of the Share Transfer is currently
not yet fixed, the number of said shares to be issued by the Joint Holding Company is subject
to change.
Note 3: Treatment of shares less than one unit
The Company and Furusato are planning to apply for the listing of the shares of the Joint
Holding Company, which are to be allotted to the shareholders of the Company and Furusato
through the Share Transfer, on the Tokyo Stock Exchange. If such application is approved,
the shares of the Joint Holding Company will be traded on the Tokyo Stock Exchange.
Therefore, the shares of the Joint Holding Company are expected to continue to haveliquidity for the convenience of the shareholders of the Company and Furusato who hold 78
or more shares in the Company or 100 or more shares in Furusato and will be allotted sharesof the Joint Holding Company through the Share Transfer in such number equal to or morethan 100 shares, which is the number of shares constituting one unit of shares of the Joint
Holding Company.
The shareholders of the Company or Furusato, who are allotted with the shares of the Joint
Holding Company in such number less than 100 shares, will not be able to sell such allottedshares on the Tokyo Stock Exchange or any other financial instruments exchange. However,such shareholders holding shares less than one unit may request the Joint Holding Company
to purchase such shares, or alternatively, pursuant to such provisions to be specified in the
Articles of Incorporation of the Joint Holding Company, they will also be able to purchaseadditional shares from the Joint Holding Company, in such number, which, together withsuch shares less than one unit they hold, will constitute one unit.

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26 －

(2) Grounds for details of the share allotment in the Share Transfer(i) Grounds and reasons for details of the share allotment
For the calculation of the share transfer ratio set forth in “3.(1) Matters concerning the adequacy of thetotal number of consideration for the Share Transfer and the allocation thereof” above, the Company
appointed Nomura Securities Co., Ltd. (“Nomura Securities”) and Furusato appointed Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd. (“Mitsubishi UFJ Morgan Stanley Securities”), respectively, as
their independent financial advisors and independent valuation firms to ensure fairness andappropriateness of the share transfer ratio.
Based on the results of the calculation of the share transfer ratio and advice received from Nomura
Securities, the independent valuation firm as described in “(a) Obtaining a calculation report from an
independent valuation firm” under “(iv) Measures to ensure fairness” below, the legal advice from
Kitahama Partners as described in “(b) Advice from an independent law firm” under “(iv) Measures toensure fairness” below, and the results of various due diligence conducted on Furusato by the Company
and its advisors, and after careful discussions and examinations considering the financial conditions,business performance trends, share price trends, and other matters of both companies, the Company
has concluded that the share transfer ratio stated in “3.(1) Matters concerning the adequacy of the total
number of consideration for the Share Transfer and the allocation thereof” above is appropriate and theShare Transfer will contribute to the interests of the shareholders of the Company.
Based on the results of the calculation of the share transfer ratio and advice received from Mitsubishi
UFJ Morgan Stanley Securities, the independent valuation firm as described in “(a) Obtaining acalculation report from an independent valuation firm” under “(iv) Measures to ensure fairness” below,
the legal advice from Anderson Mori & Tomotsune as described in “(b) Advice from an independent
law firm” under “(iv) Measures to ensure fairness” below, and the results of various due diligence
conducted on the Company by Furusato and its advisors, and after careful discussions and examinations
considering the financial conditions, business performance trends, share price trends and other mattersof both companies, Furusato has concluded that the share transfer ratio stated in “3.(1) Mattersconcerning the adequacy of the total number of consideration for the Share Transfer and the allocation
thereof” above is appropriate and the Share Transfer will contribute to the interests of the shareholdersof Furusato.

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27 －

Based on such calculation results and analyses by the independent valuation firms and the advices ofthe legal advisors, as well as the results of the due diligence conducted by each company on the othercompany, both companies comprehensively took into account factors such as the financial conditions,future prospects, and share price trends of both companies and repeatedly and carefully negotiated anddeliberated on multiple occasions. Finally, both companies reached the conclusion that the sharetransfer ratio stated in “3.(1)Matters concerning the adequacy of the total number of consideration for
the Share Transfer and the allocation thereof ” above is appropriate and the Share Transfer willcontribute to the interests of the shareholders of both companies. At the board of directors’ meetingsof both companies held on May 7, 2021, the execution of the Integration Agreement was resolved. The
Integration Agreement was executed and the Share Transfer Plan was jointly prepared.
(ii) Matters concerning calculation(a) Names of valuation firms and the relationship with the Company and Furusato
Neither Nomura Securities nor Mitsubishi UFJ Morgan Stanley Securities is a party related to theCompany or Furusato, and neither Nomura Securities nor Mitsubishi UFJ Morgan Stanley Securities
has any material interest to be noted with respect to the Share Transfer.
(b) Summary of calculation
For the calculation of the share transfer ratio, Nomura Securities adopted: (i) an average market shareprice analysis due to the fact that the shares of the Company and Furusato are both listed on the First
Section of the Tokyo Stock Exchange and their respective market share prices exist; (ii) a comparable
company analysis, through which Nomura Securities is able to infer the value of shares of bothcompanies as there are multiple similar listed companies comparable to them; and (iii) a discounted
cash flow analysis (“DCF Analysis”) in order to reflect future business activities in the evaluation.
The calculation results pursuant to each method are as follows. The calculation range of the sharetransfer ratio below shows the calculation range of the number of shares of the Joint Holding Company
to be allotted for each share of common stock of the Company, when one (1) share of common stockof the Joint Holding Company is allotted for one (1) share of common stock of Furusato.

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28 －

Method

Calculation Range of Share Transfer Ratio

Average market share price1.49 - 1.54

analysis
Comparable company analysis

0.78 - 0.94

DCF Analysis

1.12 - 1.37

In performing the average market share price analysis, May 6, 2021 was used as the base date andNomura Securities made calculations based on the closing price on the base date, the average closing
price for five (5) business days from April 26, 2021 to the base date, the average closing price for one(1) month from April 7, 2021 to the base date, the average closing price for three (3) months fromFebruary 8, 2021 to the base date and the average closing price for six (6) months from November 9,2020 to the base date.
Nomura Securities, in calculating the share transfer ratio above, relied upon the information furnishedby both companies, publicly available information and other materials. Nomura Securities assumes
that such information and materials are all accurate and complete, and has not independently verified
the accuracy or completeness thereof. Also, Nomura Securities has not independently valued, appraisedor assessed the assets or liabilities (including any derivatives, off-balance-sheet assets and liabilities,
and other contingent liabilities) of both companies and their respective affiliates, including analyzing
and valuing individual assets and liabilities, nor has it engaged any third party institution for an
appraisal or assessment. The calculation of the share transfer ratio by Nomura Securities reflects theinformation and economic conditions as of May 6, 2021. In addition, Nomura Securities assumes thatthe financial forecast and any other forward-looking information of the Company were reasonably
made by the management of the Company based on the best currently possible and good faith forecasts
and judgments, that the financial forecast and any other forward-looking information of Furusato werereasonably reviewed and confirmed by the management of the Company based on the best currently
possible and good faith forecasts and judgments, and that the financial conditions of the Company andFurusato will change in accordance with such forecasts.
The synergy effects resulting from the Integration are not included in the business plans of theCompany and Furusato, which Nomura Securities used as the basis for the calculation under the DCF

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29 －

Analysis. The business plan of the Company for the period from the fiscal year ending November 2021
up to the fiscal year ending November 2025, which Nomura Securities used as the basis for the
calculation under the DCF Analysis, includes such fiscal years, in which a significant increase or
decrease in profit is expected. Specifically, in the fiscal year ending November 2022, the Company
expects a significant increase in profit compared to the previous fiscal year, as facility investment bycustomers, which has been restrained by the impact of the novel coronavirus (COVID-19), is likely toshow full-fledged recovery. In the fiscal year ending November 2023, the Company expects asignificant increase in profit compared to the previous fiscal year, as the Company is planning to
expand its staffing in four regions of the world, namely Japan, the Americas, China and Southeast Asia,
to further strengthen its engineering functions. Further, the business plan of Furusato for the period
from the fiscal year ended March 2021 up to the fiscal year ending March 2024, which Nomura
Securities used as the basis for the calculation under the DCF Analysis, includes such fiscal year, inwhich a significant increase or decrease in profit is expected. Specifically, in the fiscal year ending
March 2023, Furusato anticipates that sales revenues from steel construction materials, equipment andtools and machinery equipment will increase in line with large-scale developments in the Tokyo
metropolitan area and increased capital investment by private companies, both of which have been
restrained by the impact of the novel coronavirus (COVID-19). Therefore, Furusato expects asignificant increase in profit in the fiscal year ending March 2023 compared to the previous fiscal year.
For the calculation of the share transfer ratio, Mitsubishi UFJ Morgan Stanley Securities adopted: (i) amarket share price analysis due to the fact that the shares of the Company and Furusato are both listedon the financial instruments exchange and their respective market share prices exist; (ii) a comparable
company analysis, through which Mitsubishi UFJ Morgan Stanley Securities is able to infer the valueof shares of both the companies as there are multiple similar listed companies comparable to them; and(iii) a discounted cash flow analysis (“DCF Analysis”) in order to reflect future business activities inthe evaluation.
In performing the market share price analysis, May 6, 2021 was used as the base date and Mitsubishi
UFJ Morgan Stanley Securities adopted the market share price ratio to the closing price for one (1)month, three (3) months and six (6) months until the base date on the Tokyo Stock Exchange.

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30 －

Calculation of the value using the DCF analysis was based on the revenues and investment plans in thefinancial forecast presented by the management of the Company and Furusato, the synergy effects
expected from the Integration between the Company and Furusato, the results of the due diligence on
the Company and Furusato, and other various elements such as publicly available information, which
both companies agreed to be used by Mitsubishi UFJ Morgan Stanley Securities for calculation
purposes. The financial forecast of the Company used in the calculation include such fiscal years inwhich a significant increase or decrease in profit is expected. Specifically, the Company expects asignificant increase in profit in the fiscal years ending November 2021 and November 2022, comparedto the previous fiscal yeasr, reflecting a recovery from the worsened profit caused by the novel
coronavirus (COVID-19) pandemic. The financial forecasts of Furusato used in the calculation do notinclude such fiscal years in which a significant increase or decrease in profit is expected.
The calculation results of the number of common stock of the Joint Holding Company to be allottedfor each share of common stock of the Company under each method are as follows:
MethodCalculation Results of Share Transfer Ratio

Market share price analysis

1.49 - 1.52

Comparable company analysis

0.96 - 1.70

DCF Analysis
1.07 - 1.59
Note: In calculating the share transfer ratio, Mitsubishi UFJ Morgan Stanley Securities relied upon
the information furnished by the Company or Furusato, publicly available information and othermaterials in their original form, in principle. Mitsubishi UFJ Morgan Stanley Securities assumes thatsuch information and materials are all accurate and complete, and has not independently verified theaccuracy or completeness thereof. Also, Mitsubishi UFJ Morgan Stanley Securities has notindependently valued or assessed the assets and liabilities (including any off-balance-sheet assets andliabilities, and other contingent liabilities) of the Company, Furusato, and their respective affiliates,
nor has it engaged any third party institution for an appraisal or assessment. In addition, Mitsubishi
UFJ Morgan Stanley Securities assumed that the financial forecasts of the Company and Furusato werereasonably prepared pursuant to the best forecasts and judgments of the Company and Furusato
available as of May 6, 2021. The calculation by Mitsubishi UFJ Morgan Stanley Securities reflects theabove information available up to May 6, 2021.
(iii) Application for listing of the Joint Holding Company
The Company and Furusato are planning to apply for listing of the shares of the Joint Holding Company,

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31 －

to be newly established, on the Tokyo Stock Exchange. Shares of the Joint Holding Company are
expected to be listed on October 1, 2021. Furthermore, the shares of the Company and Furusato, which
will become wholly-owned subsidiaries of the Joint Holding Company through the Share Transfer, arescheduled to be delisted from the Tokyo Stock Exchange on or around September 29, 2021, prior to
the listing of the shares of the Joint Holding Company.
The actual listing date for shares of the Joint Holding Company and delisting date for the shares of theCompany and Furusato will be determined in accordance with the regulations of the Tokyo Stock
Exchange.
(iv) Measures to ensure fairness
The Company and Furusato have taken the following measures to ensure the fairness of the sharetransfer ratio and the fairness of the Share Transfer:(a) Obtaining a calculation report from an independent valuation firm
The Company, on behalf of its shareholders, received a share transfer ratio calculation report on May
6, 2021 from Nomura Securities, which is a valuation firm independent from the Company andFurusato. Please refer to “(ii) Matters concerning calculation” under “(2) Grounds for details of theshare allotment in the Share Transfer” above for a summary of the report.
On the other hand, Furusato, on behalf of its shareholders, received a share transfer ratio calculation
report on May 6, 2021 from Mitsubishi UFJ Morgan Stanley Securities, which is a valuation firm
independent from the Company and Furusato. Please refer to “(2) Matters concerning calculation”
under “3. Grounds for details of the share allotment in the Share Transfer” above for a summary of thereport.
(b) Advice from an independent law firm
The Company has obtained advice from Kitahama Partners as the legal advisor for the Share Transfer,from a legal standpoint with respect to the procedures for the Share Transfer and the methods andprocesses of decision making by the board of directors.

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32 －

On the other hand, Furusato has obtained advice from Anderson Mori & Tomotsune as the legal advisor
for the Share Transfer, from a legal standpoint with respect to the procedures for the Share Transfer
and the methods and processes of decision making by the board of directors.
Kitahama Partners and Anderson Mori & Tomotsune are both independent from the Company andFurusato and do not have any material interest with either of them.
(v) Measures to avoid conflicts of interest
There is no particular conflict of interest between the Company and Furusato in connection with the
Share Transfer, and therefore no special measures have been taken.
(3) Matters concerning the stated capital and reserves of the Joint Holding Company
The Company and Furusato have determined that the amount of stated capital and reserves of the Joint
Holding Company at the time of establishment through the Share Transfer will be as follows:(i)

Amount of stated capital: 5,000,000,000 yen(ii) Amount of capital reserve: 1,250,000,000 yen(iii) Amount of retained earnings: 0 yen
These amounts of stated capital and reserves have been determined within the scope of the provisions ofArticle 52 of the Ordinance on Accounting of Companies after discussions between the Company andFurusato, taking into account the size of the Joint Holding Company and other various circumstances in acomprehensive manner.

4. Matters concerning Furusato(1) Financial statements for the latest business year
In accordance with the laws and regulations and Article 15 of the Company's Articles of Incorporation,
the financial statements of Furusato for the fiscal year ended March 2021, are posted on the Company's
website (http://www.maruka.co.jp/ir/soukai).

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33 －

(2) Disposition of material property, bearing of significant obligations or any other event having a material
impact on the status of company property that occurred after the last day of the latest business year
No applicable items

5. Disposition of material property, bearing of significant obligations or any other event having a material
impact on the status of company property that occurred in the Company after the last day of the latest
business year
No applicable items

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6. Matters provided in Article 74 of the Ordinance for Enforcement of the Companies Act with regard to thepersons who become directors of the Joint Holding Company
The persons who are to become directors of the Joint Holding Company are as follows.

Name(Date of Birth)

Biography, Positions, Responsibilities, and Significant Concurrent
Roles

April 1980
December 2008
December 2009
December 2012
February 2013
Kunihiko Iida
(December 10, 1956)

April 2018
February 2019
March 2020
February 2021

Joined Maruka Corporation
Senior General Manager, Maruka Corporation
Deputy General Manager, Administration Division,
Maruka Corporation
Executive Officer, Maruka Corporation
Director and Executive Officer, General Manager of
Administration Division, Maruka Corporation
Chief Financial Officer (CFO), Maruka Corporation
Director and Managing Executive Officer, Maruka
Corporation
Director and Executive Vice President, Maruka
Corporation
President and Representative Director, Maruka
Corporation (current)
Chief Executive Officer (CEO), Maruka Corporation(current)(1) Number of Sharesof the Company
Held(2) Number of Sharesof Furusato Held
(3) Number of Sharesof the Joint
HoldingCompany to be
Allotted(1) 6,800 shares(2) - shares(3) 8,772 shares

Reason for nomination as candidate for Director
Mr. Kunihiko Iida has served as General Manager of Administration Division, Executive Vice President and other roles since joining theCompany, and has been serving as President of the Company since 2021. Since he has extensive experience and knowledge concerning
the management and overall administration of the Company, he was determined to be capable of contributing to the management of the
Joint Holding Company to be newly established, and was nominated as candidate for the position of Director.
September 1985
June 1995
April 1997
April 2000
Ryohei Furusato

June 2004(September 15, 1962)
October 2007
November 2016
June 2021

Joined Furusato Industries, Ltd.
Director and General Manager of Business
Administration Division, Furusato Industries, Ltd.
Managing Director and General Manager of Business
Division, General Manager of Business
Administration Division, Furusato Industries, Ltd.
Representative Director and Senior Managing
Director, Furusato Industries, Ltd.
President and Representative Director, Furusato
Industries, Ltd. (current)
President and Representative Director, G-Net
Corporation (current)
Chairman and Representative Director, Gifu Shoji Co.,
Ltd.
Chairman and Director, Security Design Inc. (current)
President and Representative Director, Security
Design Inc. (scheduled)(1) - shares(2) 401,500 shares(3) 401,500 shares

Reason for nomination as candidate for Director
As the director of Furusato Industries, Ltd. and multiple group companies, Mr. Ryohei Furusato has contributed to the enhancement ofcorporate value by leading the management of the entire corporate group for many years. Based on his achievements, abilities andextensive experience as a corporate manager, as well as his integrity and profound insight, he was determined to be capable of contributing
the management of the Joint Holding Company to be newly established, and was nominated as candidate for the position of Director.

－

35 －

Name

Biography, Positions, Responsibilities, and Significant Concurrent(Date of Birth)

Roles

April 1976
December 2001
February 2004
April 2005
Toshiaki Takeshita(November 15, 1953)

February 2007
February 2011
February 2017
February 2021

Joined Maruka Corporation
Executive Officer, Maruka Corporation
Director, Maruka Corporation
General Manager, Industrial Machinery Division,
Maruka Corporation
Director and Managing Executive Officer, Maruka
Corporation
President and Representative Director, Maruka
Corporation
Chief Executive Officer (CEO), Maruka Corporation
Chairman and Representative Director, Maruka
Corporation (current)(1) Number of Sharesof the Company
Held(2) Number of Sharesof Furusato Held
(3) Number of Sharesof the Joint
HoldingCompany to be
Allotted(1) 55,300 shares(2) – shares(3) 71,337 shares

Reason for nomination as candidate for Director
Mr. Toshiaki Takeshita has served as General Manager of Industrial Machinery Division, Managing Executive Officer and other roles
since joining the Company, and has been serving as Representative Director of the Company since 2011. Since he has extensive
experience and knowledge concerning the management and overall administration of the Company as well as the corporate group, he
was determined to be capable of contributing to the management of the Joint Holding Company to be newly established, and wasnominated as candidate for the position of Director.
April 1991
March 1999
June 2004
August 2006
Katsuhiro Yamashita(August 6, 1968)

January 2008
September 2015
June 2016
November 2016

Joined The Sanwa Bank, Limited (Currently MUFG
Bank, Ltd.)
Deputy General Manager, Global Large EnterpriseLine, Kyoto Corporate Business Department No. 1,
The Sanwa Bank, Limited
Assistant General Manager, Hong Kong Kowloon
Branch, The Sanwa Bank, Limited
Joined Merrill Lynch Japan Securities Co., Ltd. asVice President, Global Markets Division
Director, Corporate Origination Department,
Investment Banking Unit, Merrill Lynch Japan
Securities Co., Ltd.
Joined Furusato Industries, Ltd. as Advisor
Executive Vice President, Furusato Industries, Ltd.
(current)
Director, G-Net Corporation (current)
Senior Managing Director, Security Design Inc.
(current)(1) - shares(2) 2,600 shares(3) 2,600 shares

Reason for nomination as candidate for Director
Mr. Katsuhiro Yamashita is a financial specialist with a wealth of experience and knowledge cultivated at both a commercial bank andan investment bank, as well as experience working overseas. By leading the growth strategies of Furusato Industries, Ltd. and thecorporate group as a whole, utilizing his knowledge and experience, he has contributed to the enhancement of corporate value.
Accordingly, he was determined to be capable of contributing to the management of the Joint Holding Company to be newly established,
and was nominated as candidate for the position of Director.

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Name

Biography, Positions, Responsibilities, and Significant Concurrent(Date of Birth)

Roles

April 1979
December 2006
December 2009

Tsunehisa Nanba(December 1, 1956)

February 2011
December 2012
February 2015
March 2016
December 2017
December 2019

Joined Maruka Corporation
Executive Officer, General Manager of Osaka
Industrial Machinery Division, Maruka Corporation
Chairman, Maruka Guangzhou
Chairman and President, Maruka Shanghai
Director and Executive Officer, Maruka Corporation
Head of China Sales, Maruka Corporation
Deputy General Manager, Industrial Machinery
Division, Maruka Corporation
Chairman, Maruka Shanghai
Representative Director, Kitakyu Kanamono Kougu
K.K. (current)
Director and Managing Executive Officer, Maruka
Corporation (current)
General Manager, Industrial Machinery Division,
Maruka Corporation (current)(1) Number of Sharesof the Company
Held(2) Number of Sharesof Furusato Held
(3) Number of Sharesof the Joint
HoldingCompany to be
Allotted(1) 5,800 shares(2) – shares(3) 7,482 shares

Reason for nomination as candidate for Director
Mr. Tsunehisa Nanba has served as General Manager of Osaka Industrial Machinery Division, Head of China Sales and other roles sincejoining the Company and is currently General Manager of Industrial Machinery Division. Since he has extensive experience andknowledge concerning the management and overall administration of the Company, he was determined to be capable of contributing to
the management of the Joint Holding Company to be newly established, and was nominated as candidate for the position of Director.
June 2009
June 2010

Executive Officer, Nabtesco Corporation
Director and General Manager, Planning Division,
Nabtesco Corporation(1) - shares
June 2011
President and Representative Director, Chief Executive
Kazuaki Kotani(2) – shares
Officer (CEO), Nabtesco Corporation(September 15, 1951)
June 2017
Chairman and Director, Nabtesco Corporation(3) - shares
February 2019
Outside Director, Maruka Corporation (current)
April 2019
Adjunct Advisor, Nabtesco Corporation
Reason for nomination as candidate for Outside Director and outline of expected roles
Mr. Kazuaki Kotani has served as President, Director and Chairman of Nabtesco Corporation and is contributing to strengthening themanagement structure of the Company by providing advice on the overall management of the Company from a practical perspective,
utilizing his comprehensive experience in corporate management. For these reasons, he was determined to be capable of performing theduties of an outside director appropriately, and was nominated as candidate for the position of Outside Director. Upon his appointment,
he will be expected to fulfill the above role in the Joint Holding Company to be newly established.

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37 －

Name

Biography, Positions, Responsibilities, and Significant Concurrent(Date of Birth)

Roles

October 1981
September 1984
October 1988
November 1989

Hiroyuki Nakatsukasa

June 2007(December 21, 1957)

July 2007
June 2009
February 2012
January 2013
June 2015

Joined Deloitte Haskins & Sells Joint Certified Public
Accountant Office (currently Deloitte Touche
Tohmatsu LLC)
Registered as a certified public accountant
Registered as a certified public tax accountant
Established and became reresendative of Nakatsukasa
Certified Public Accountant and Tax Accountant Office(current)
President, Kinki Chapter of The Japanese Institute ofCertified Public Accountants
Deputy President, The Japan Institute of Certified
Public Accountants
Outside Auditor, Osaka Securities Exchange, Inc.
Outside Audit & Supervisory Board Member, Furusato
Industries, Ltd.
Outside Director, Japan Exchange Group, Inc.
Outside Auditor, The Nippon Synthetic Chemical
Industry Co., Ltd.
Outside Director, Furusato Industries, Ltd. (current)(1) Number of Sharesof the Company
Held(2) Number of Sharesof Furusato Held
(3) Number of Sharesof the Joint
HoldingCompany to be
Allotted(1) - shares(2) – shares(3) - shares

June 2015
Reason for nomination as candidate for Outside Director and outline of expected roles
Based on his wealth of knowledge and experience in finance and accounting as a certified public accountant and tax accountant, Mr.
Hiroyuki Nakatsukasa has contributed to improving the quality of discussions by actively speaking at the Board of Directors meetings
throughout the proceedings, and has played an appropriate role in supervising the execution of the business as an Outside Director of
Furusato Industries, Ltd. He also attends meetings of the Nomination and Remuneration Committee of Furusato Industries, Ltd. as its
chairman, and has taken a leading role in supervising the selection of candidates for directors of Furusato Industries, Ltd., and thedecision-making process regarding directors’ remuneration, etc. from an objective and neutral standpoint. For these reasons, he wasdetermined to be capable of performing the duties of an outside director appropriately, and was nominated as candidate for the positionof Outside Director. Upon his appointment, he will be expected to fulfill the above role in the Joint Holding Company to be newly
established.

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38 －

Name

Biography, Positions, Responsibilities, and Significant Concurrent(Date of Birth)

Roles(1) Number of Sharesof the Company
Held(2) Number of Sharesof Furusato Held
(3) Number of Sharesof the Joint
HoldingCompany to be
Allotted

April 1999
April 1999

Completed training as a legal apprentice(1) - shares
Registered with the Osaka Bar Association
Joined Midosuji Law Office
Junko Takechi(2) – shares
January 2003
Associate, Midosuji LPC
January
2006
Partner,
Midosuji
LPC(current)(December 28, 1971)(3) - shares
April 2012
Councilor, Assumption Academy
June 2014
Outside Director, Furusato Industries, Ltd. (current)
Reasons for nomination as candidate for Outside Director and outline of expected roles
Ms. Junko Takechi possesses the knowledge and experience cultivated as an attorney as well as a strong spirit of compliance. She has
contributed to improving the quality of discussions by actively speaking at the Board of Directors meetings throughout the proceedings,
and has played an appropriate role in supervising the execution of the business as an Outside Director of Furusato Industries, Ltd. She
also attends meetings of the Nomination and Remuneration Committee of Furusato Industries, Ltd. as a committee member, and has
played a part in supervising the selection of candidates for directors of Furusato Industries, Ltd., and the decision-making process
regarding directors’ remuneration, etc. from an objective and neutral standpoint. For these reasons, she was determined to be capable ofperforming the duties of an outside director appropriately, and was nominated as candidate for the position of Outside Director. Upon her
appointment, she will be expected to fulfill the above role in the Joint Holding Company to be newly established.
Notes: 1. The number of shares held in each company is based on the ownership status as of March 31, 2021, and the number of shares of the
Joint Holding Company to be allotted is based on such ownership status, taking into account the share transfer ratio. The actual numberof shares of the Joint Holding Company to be alloted is subject to change depending on the number of shares held immediately prior
to the date of incorporation of the Joint Holding Company.
2. There is no special interest between each candidate and the Company or Furusato Industries, Ltd., and no special interest is expected toarise between each candidate and the Joint Holding Company.
3. Kazuaki Kotani, Hiroyuki Nakatsukasa, and Junko Takechi are candidates for the position of Outside Director. The Joint Holding
Company plans to designate and submit notifications for Kazuaki Kotani, Hiroyuki Nakatsukasa, and Junko Takechi as independent
directors under the provisions of the Tokyo Stock Exchange.
4. Signing of liability limitation agreements with candidates of Outside Director
In accordance with the provisions of Article 427.(1) of the Companies Act, if Kazuaki Kotani, Hiroyuki Nakatsukasa and Junko Takechi
are appointed as Outside Directors, the Joint Holding Company plans to enter into an agreement with Kazuaki Kotani, Hiroyuki
Nakatsukasa and Junko Takechi to limit their liability for damages under the provisions of Article 423.(1) of said Act. The maximum
amount of liability under such agreement will be the minimum liability amount stipulated in Article 425.(1) of said Act.
5. The Joint Holding Company plans to take out a directors and officers liability insurance (D&O insurance) as stipulated in Article 4303.(1) of the Companies Act, with each of the directors and corporate auditors as the insured. If this proposal is approved as proposed
and the candidates assume office as directors, each candidate will be an insured person under the relevant insurance. The insurance
policy indemnifies the insured director against any damage that may occur as a result of the director being held liable for the
performance of his or her duties as director or being subject to a claim for such liability. However, there will be certain exemptions,such as not covering the damage caused by acts committed with the understanding that they are in violation of laws and regulations.

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39 －

7. Matters provided in Article 76 of the Ordinance for Enforcement of the Companies Act with regard to thepersons who become Corporate Auditors of the Joint Holding Company
The persons who are to become Corporate Auditors of the Joint Holding Company are as follows.

Name(Date of Birth)

Biography, Positions, and Significant Concurrent Roles(1) Number of Sharesof the Company
Held(2) Number of Sharesof Furusato Held
(3) Number of Sharesof the Joint
HoldingCompany to be
Allotted

April 1979

Joined The Sanwa Bank, Ltd. (currently MUFG Bank,Ltd.)
May 2008
Joined Furusato Industries, Ltd. as General Manager,
Administration Division
June 2008
Director and General Manager of Administration
Division, Furusato Industries, Ltd.
(1) - shares
June 2010
Managing
Director,
GeneralManagerofAdministration Division and General Manager ofSatoshi Onishi(2) 4,400 shares
General Affairs Division, Furusato Industries, Ltd.
June 2011
Director and General Manager of Administration(October 23, 1956)(3) 4,400 shares
Division, G-Net Corporation
June 2013
Managing Director and General Manager of
Administration Division, G-Net Corporation
November 2016
Corporate Auditor, Security Design Inc. (current)
June 2017
Audit & Supervisory Board Member, Furusato
Industries, Ltd. (current)
June 2017
Corporate Auditor, Gifu Shoji Co., Ltd. (current)
Reason for nomination as candidate for Corporate Auditor
Mr. Satoru Onishi has considerable financial and accounting knowledge based on his many years of experience in a financial institution.
He also served as Managing Director at Furusato Industries, Ltd. As such, he was determined to be capable of performing the duties of acorporate auditor appropriately at the Joint Holding Company to be newly established, and was nominated as candidate for the positionof Corporate Auditor.
Joined Showa Ota & Co. (Currently Ernst & Young
ShinNihon LLC)
Registered as a certified public accountant(1) - shares
August 1995
Established
HikitaCertifiedPublicAccountant
OfficeJuly 2019
Kyoko Hikita(2) – shares(current)
Outside Auditor, Maruka Corporation (current)(December 19, 1964)
February 2021
(3) - shares
Professor, Institute of Business and Accounting,
April 2021
Professional Graduate School, Kwansei Gakuin
University (current)
Reason for nomination as candidate for Outside Corporate Auditor
Ms. Kyoko Hikita has a wealth of audit experience and specialized insight concerning finance and accounting as a certified public
accountant over many years. From the viewpoint that she will utilize her expertise and insight from an objective and independent
standpoint to supervise the overall management and conduct appropriate audit activities, she was determined to be capable of performing
the duties of a corporate auditor appropriately at the Joint Holding Company to be newly established, and was nominated as candidate
for the position of Outside Corporate Auditor.
October 1991

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40 －

Name

Biography, Positions, and Significant Concurrent Roles(Date of Birth)(1) Number of Sharesof the Company
Held(2) Number of Sharesof Furusato Held
(3) Number of Sharesof the Joint
HoldingCompany to be
Allotted

Joined Toyota Motor Corporation
Head of Planning Department, Accounting Division,
Toyota Motor Corporation
Senior Vice President, Toyota Motor Thailand
July 2004(1) 3,100 shares
Head of Global Audit Department, Toyota Motor
January 2008
Corporation
Yasuo Sasaki(2) – shares
Operating Officer, Futaba Industrial Co., Ltd.
January 2009Managing
Director,
FutabaIndustrial
Co.,
Ltd.
(January 23, 1957)(3) 3,999 shares
June 2009
Senior Managing Director, Futaba Industrial Co., Ltd.
June 2012
Representative Director and Senior Managing
June 2014
Operating Officer, Futaba Industrial Co., Ltd.
Representative Director and Vice President,
June 2015
Primearth EV Energy Co., Ltd.
Reason for nomination as candidate for Outside Corporate Auditor
Mr. Yasuo Sasaki has deep insight gained through his wealth of experience at Toyota Motor Corporation, Futaba Industrial Co., Ltd., andPrimearth EV Energy Co., Ltd. Therefore, he was determined to be capable of supervising the overall management and conducting
appropriate audit activities at the Joint Holding Company to be newly established, from a fair and objective standpoint, independent ofbusiness execution, and was nominated as candidate for the position of Outside Corporate Auditor.
April 1979
January 2003

Notes: 1. The number of shares held in each company is based on the ownership status as of March 31, 2021, and the number of shares of the
Joint Holding Company to be allotted is based on such ownership status, taking into account the share transfer ratio. The actual numberof shares of the Joint Holding Company to be alloted is subject to change depending on the number of shares held immediately prior
to the date of incorporation of the Joint Holding Company.
2. There is no special interest between each candidate and the Company or Furusato Industries, Ltd., and no special interest is expected toarise between each candidate and the Joint Holding Company.
3. Both Kyoko Hikita and Yasuo Sasaki are candidates for the position of Outside Corporate Auditors. The Joint Holding Company plans
to designate and submit notifications for Kyoko Hikita and Yasuo Sasaki as independent auditors under the provisions of the Tokyo
Stock Exchange.
4. Signing of liability limitation agreements with candidates of Outside Corporate Auditor
In accordance with the provisions of Article 427.(1) of the Companies Act, if Kyoko Hikita and Yasuo Sasaki are appointed as Outside
Corporate Auditors, the Joint Holding Company plans to enter into an agreement with Kyoko Hikita and Yasuo Sasaki to limit their
liability for damages under the provisions of Article 423.(1) of said Act. The maximum amount of liability under such agreement willbe the minimum liability amount stipulated in Article 425.(1) of said Act.
5. The Joint Holding Company plans to take out a directors and officers liability insurance (D&O insurance) as stipulated in Article 4303.(1) of the Companies Act, with each of the directors and corporate auditors as the insured. If this proposal is approved as proposed
and the candidates assume office as corporate auditors, each candidate will be an insured person under the relevant insurance. The
insurance policy indemnifies the insured corporate auditor against any damage that may occur as a result of the corporate auditor being
held liable for the performance of his or her duties as corporate auditor or being subject to a claim for such liability. However, there
will be certain exemptions, such as not covering the damage caused by acts committed with the understanding that they are in violationof laws and regulations.

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41 －

8. Matters provided in Article 77 of the Ordinance for Enforcement of the Companies Act with regard to the person who becomes theaccounting auditor of the Joint Holding Company
The person who is to become the Accounting Auditor of the Joint Holding Company is as follows.
Name
Location ofprincipal
place ofbusiness
History

Deloitte Touche Tohmatsu LLC
Marunouchi Nijubashi Building, 3-2-3 Marunouchi, Chiyoda-ku, Tokyo

May 1968
May 1975
February 1990
July 2009

Overview

Established as Tohmatsu Aoki & Co., Ltd.
Became a member of Touche Ross International (TRI) (Currently Deloitte Touche Tohmatsu
Limited (DTTL))
Renamed as Tohmatsu & Co.
Renamed as Deloitte Touche Tohmatsu LLC due to transition to LLC

Capital Stock

1,077 million yen (as of February 28, 2021)

Members

Partners (certified public accountants)

510

Specified equity members

56

Staff (certified public accountants)

2,757

Persons who have passed the certified public accountant
examination (including assistant accountants)
Other professionals

1,133

Number ofcompanies
involved in
auditing

2,238

Office staff

157

Total

6,851

3,296 companies (as of May 31, 2020)

Offices

Offices in Japan

20 locations

Dispatch of staff overseas

About 50 cities

Reason for nomination as candidate for Accounting Auditor
Deloitte Touche Tohmatsu LLC was selected as candidate for Accounting Auditor because it was believed to be suitable for the position
as it possesses the expertise, independence, and internal control required of an accounting auditor of the Joint Holding Company.

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42 －