News Release: SWCC SHOWA HOLDINGS CO., LTD.

(5805 TSE1)
February 4, 2019

Notice of Transition to a Company with Audit and Supervisory Committee andRevision of Corporate Governance Structure
We hereby announce that at today's Board of Directors' meeting, we resolved to change froma "Company with Audit & Supervisory Board" to a "Company with an Audit and Supervisory
Committee" and to review our corporate governance structure in anticipation of the transition
to a "company with an audit and supervisory committee."
The transition to a company with an audit and supervisory committee is subject to approval atour 123rd Ordinary General Meeting of Shareholders to be held in June this year.

1. Transition to a Company with an Audit and Supervisory Committee(1) Purpose of the transition
We have positioned the enhancement and strengthening of our corporate governancestructure as an important management issue. In order to achieve sustainable development
under our Group management structure (holding company structure), we have decided totransition to a company with an audit and supervisory committee with the following
objectives.
① By delegating substantial decision-making authority for the execution of business
operations to the executive directors, we aim to increase the efficiency and speed ofbusiness execution.
② At the meetings of the Board of Directors, we will further enhance the deliberations onimportant themes such as management strategy.
③ The Audit & Supervisory Committee will play a central role in strengthening the auditingand supervisory functions.
(2) Timing of the transition
At our 123rd Ordinary General Meeting of Shareholders to be held in June this year, we plan
to transition to a company with an audit and supervisory committee after obtaining approval
for changes in the Articles of Incorporation necessary for the transition.
The details of the amendment to the Articles of Incorporation and the appointment ofdirectors will be announced as soon as the decision is made.
2. Revision of the Corporate Governance Structure(1) Objectives and Details of the Revision
In order to further strengthen the Group's governance structure and enhance theeffectiveness of the transition to a company with an audit and supervisory committee, we will
drastically revise our corporate governance structure as follows.
① Revision of Business Segments
We will recategorize our reporting segments from the structure reflecting our product lines
to a structure reflecting our group's business fields and business strategies. The aim is tofurther promote the restructuring of our core business, the expansion of growth businesses
and new businesses, and the review of our portfolio.
(Previous segments)
Electrical Wire and Wire Rod operations, Energy System operations, Magnet Wireoperations, Communication System operations, and Device operations(New segments)
Energy and Infrastructure operations, Communication and Industrial devices operations,and Electrical equipment and components operations, and New Business operations② Strengthening and expanding the executive officer system

By strengthening and expanding the authority of the executive officers of the holding
company and clarifying its responsibilities, we will thoroughly promote business execution
under the new executive officer system.
③ Strengthening cooperation with group companies
We will further strengthen group business management and internal control by further
strengthening cooperation between the holding company and group companies.
(2) Timing of the transition to the new structure
Prior to the transition to a company with an Audit and Supervisory Committee, we plan totransition to the new structure (including changes in business segments) as of April 1, 2019.
In addition, we plan to decide and announce the personnel affairs of our executive officers
and subsidiaries officers in line with the transition by the end of the current month.