October 31, 2019

To whom it may concern:
Company Name: Sumitomo Heavy Industries, Ltd.
Representative: Shinji Shimomura, Representative
Director & President(Listed on TSE 1st Section under Code No.6302）
For any question or inquiry please contact:
Ms. Michiko Watanabe, General Manager,
Corporate Communications Dept.
(Telephone 03-6737-2333）

Notice of an absorption-type merger with a consolidated subsidiary
Please be notified that at its board meeting held today the Company has resolved to merge with and absorb our100-percent-owned subsidiary, Sumitomo Heavy Industries Gearmotors Co., Ltd., effective on April 1, 2020.
Because this merger is a simplified, absorption-type merger with our consolidated subsidiary, we provide below
related disclosure items and information in a partially abbreviated manner.
1. Purpose of Merger
Within our Company group the Power Transmission & Controls Group is engaged in the global operation ofthe gearmotor business. On this occasion we have decided to merge with and integrate Sumitomo Heavy
Industries Gearmotors Co. into our Power Transmission & Controls Group for the purpose of consolidating ourgroup’s gearmotor-related business resources into Sumitomo Heavy Industries thereby improving thecompetitiveness of the products provided by our gearmotor business.
2. Summary of Merger(1) Merger timeline
October 31, 2019: A board meeting is held to approve the merger agreement.
October 31, 2019: The merger agreement is executed.
April 1, 2020: The merger is planned to become effective (effective date of merger)※This merger is a simplified merger defined in Article 796, Paragraph 2 of the Companies Act as well asa short-form merger defined in Article 784, Paragraph 1 of the same Act. Consequently, the merger iscarried out without the approval of a general shareholders’ meeting to be held at each of the surviving
company and the non-surviving company.
(2) Type of Merger
This is an absorption-type merger whereby the Company becomes the surviving company while Sumitomo
Heavy Industries Gearmotor Co., Ltd. is dissolved.
(3) Post-merger allotment of sharesThis is a merger by the Company with its wholly-owned subsidiary and therefore no new shares will beissued and no cash payment will be made.
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(4) Treatment of stock options or convertible bonds if applicable in the merger
Not applicable.
3. Overview of the parties to the merger (as of March 31, 2019)
Sumitomo Heavy Industries, Ltd. (asSumitomo Heavy Industries(1) Trade namethe Surviving Company)
Gearmotors Co., Ltd. (as the nonsurviving company)(2) Line of
Manufacture and sales of diverse sorts Processing and manufacture of smallbusinessof industrial machines ranging fromsize gearmotor parts
general industrial machinery toprecision control machinery(3) Date ofNovember 1, 1934
November 1, 2011
establishment(4) Head office
1-1 Osaki 2-chome, Shinagawa-ku,
6-1, Asahi-cho, Osaka, Aichi
location
TokyoPrefecture(5) RepresentaShinji Shimomura, Representative
Kuniaki Sakai, Representative
tive
Director & President
Director & President(6) Capital
30,872 million yen
250 million yen(7) Number of
122,905,481
5,000
shares issued(8) Closing date
March 31
March 31
(9) Number of
22,543103
employees(10) Major
The Master Trust Bank of Japan, Ltd. Sumitomo Heavy Industries, Ltd.
shareholders and(Trust Account) (8.2%);(100%).
Japan Trustee Services Bank, Ltd.
percentage of(Trust Account) (5.3%);
ownership
NORTHERN TRUST CO. (AVFC)
RE SILCHESTER INTERNATIONAL INVESTORS INTERNATIONAL VALUE EQUITY
TRUST (3.9%);
Sumitomo Life Insurance Company(3.5%);
NORTHERN TRUST CO. (AVFC)
RE U. S. TAX EXEMPTEDPENSION FUNDS (2.4%).
(11) The financial condition and the earnings of the immediately preceding business year (endedMarch 2019)
Net assets
465,001 million yen (consolidated)
2,681 million yen
Total Assets
954,051 million yen (consolidated)
4,220 million yen
Net assets per
3,701.01 yen (consolidated)
536,287 yen
share
Sales
903,051 million yen (consolidated)
8,528 million yen
Operating75,244 million yen (consolidated)
1,144 million yen
incomeOrdinary income 72,623 million yen (consolidated)
1,135 million yen
Net income
45,650 million (consolidated)
793 million yen
Net income pershare

372.56 yen (consolidated)

158,591 yen

24. The Company’s situation subsequent to the merger
The merger will cause no change in the trade name or address of the Company, the title, position or name of its
representative, or its business operations, capital or closing period.
5. Effect on the Company performance
The merger is a merger between the Company and its consolidated subsidiary and therefore it will not affect
the Company’s consolidated earnings.

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