Translation
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event ofany discrepancy between this translated document and the original Japanese document, the latter shall prevail.

March 9, 2017
Company name: YAMAZEN CORPORATION
Representative: Meguru NAKATA
President & CEO(Code No.8051; The first section of Tokyo Stock Exchange)
Inquiries: Manager, IR & PR Dept. Yoshihiro OZAKITEL 06-6534-3095
Notice Regarding Acquisition of 100% Ownership ofTOHO INDUSTRIAL CO., LTD. through Simplified Share ExchangeYAMAZEN CORPORATION (“the Company”) hereby announces that the Board of Directors meeting held
today has passed the resolution to carry out a share exchange involving the Company as the wholly owning parentcompany and TOHO INDUSTRIAL CO., LTD. (hereinafter, “TOHO INDUSTRIAL”) as the wholly owned
subsidiary (hereinafter, “this Share Exchange”), and a share exchange agreement has been concluded between thetwo companies, as described below.
This Share Exchange is planned to be executed as a simplified share exchange pursuant to Article 796,
paragraph 2 of the Companies Act, and it does not require approval at the general meeting of shareholders of theCompany.
In this Share Exchange, as the value of the total assets of TOHO INDUSTRIAL, which will become a wholly
owned subsidiary, as of the end of the most recent fiscal year is less than 10% of the value of the net assets of theCompany, which will become the wholly owning parent company, and the net sales of TOHO INDUSTRIAL isless than 3% of the net sales of the Company, this disclosure makes partial omission of the items and details ofdisclosure.
1. Purpose of this Share Exchange
The YAMAZEN Group is developing its business under the vision of improving corporate value as a trading
company that supports manufacturing and creates comfortable living space in response to changing industrialstructures. This year, the 70th anniversary year since foundation, the Company is working to further improve
corporate value by creating new growth strategies based on the policies of the new three-year medium-term
management plan ONEXT YAMAZEN 2018.
TOHO INDUSTRIAL, meanwhile, was founded 67 years ago, and over that time it has acquired high standards
and technological prowess in manufacturing. As a machinery maker in the field of Robotic System Integration thathandles the entire process from concept design to manufacture, TOHO INDUSTRIAL has been providing
products and services that contribute to the automation and energy-saving needs of customers of diverse industries,
such as automobiles, housing, food, and medical devices.
The Company has agreed to making TOHO INDUSTRIAL a wholly owned subsidiary because it intends tofurther enhance its system integration function, which contributes to improving the competitiveness of its
customers by responding to the automation and energy-saving needs of manufacturing plants, and it also wishes totrain the personnel who will contribute to these objectives.
2. Overview of this Share Exchange(1) Schedule of this Share Exchange
Date of board resolution (TOHO INDUSTRIAL)
Date of board resolution (the Company)
Date of conclusion of share exchange agreement(TOHO INDUSTRIAL and the Company)
Date of shareholders’ meeting resolution(TOHO INDUSTRIAL)
Date of execution of share exchange (effective date)

March 6, 2017
March 9, 2017
March 9, 2017
March 28, 2017 (Planned)
April 11, 2017 (Planned)

Note: The Company plans to conduct a simplified share exchange pursuant to Article 796, paragraph 2 of theCompanies Act, which does not require approval at the general meeting of shareholders of the Company.
(2) Method of this Share ExchangeThis Share Exchange will involve the Company as the wholly owning parent company and TOHOINDUSTRIAL as the wholly owned subsidiary. This Share Exchange does not require approval at the general
meeting of shareholders of the Company as it is planned to be executed using the simplified share exchange
procedure pursuant to Article 796, paragraph 2 of the Companies Act, and it is planned to be executed subject toapproval at an extraordinary general meeting of shareholders of TOHO INDUSTRIAL, scheduled to be held on
March 28, 2017.
(3) Allocation of shares in connection with this Share Exchange
YAMAZEN CORPORATION(wholly owning parent company)

TOHO INDUSTRIAL CO., LTD.
(wholly owned subsidiary)

1

3,907

Allocation ratio for this Share
Exchange
Number of shares to bedelivered under this Share
Exchange

The Company’s common shares: 1,465,125 shares (Planned)

Profiles of the companies involved in this Share Exchange
The Company(wholly owning parent company)

TOHO INDUSTRIAL(wholly owned subsidiary)(1)Company name

YAMAZEN CORPORATIONTOHO INDUSTRIAL CO., LTD.

(2)

Location

2-3-16 Itachibori, Nishi-ku, Osaka

6861-9 Oaza Imuro, Asacho,
Asakita-ku, Hiroshima(3)

Representative

Meguru Nakata, President & CEO

Yoko Kamikawa, Representative
Director(4)

Summary of businessTrading company specializing inmanufacturing equipment(machines, tools) and consumer
goods (housing equipment,domestic equipment)

Design and manufacture ofindustrial equipment for automationand energy saving(5)

Paid-in capital¥7,909 million¥25 million(6)

Establishment date

May 30, 1947

February 25, 1985

(7)

Number of sharesissued93,840,310 shares

375 shares(8)Book closing date

March 31

December 31(9)Number of employees

2,771 (Consolidated)(as of September 30, 2016)45(as of December 31, 2016)(10)

Major business
partners

Brother Industries, Ltd.
Daikin Industries, Ltd.
DMG MORI Co., Ltd.
Okuma Corporation
Panasonic Corporation

Mazda Motor Corporation
Toyo Seat Co., Ltd.
Horkos Corp

(11)

Main banks

Mizuho Bank, Ltd.
Resona Bank, Limited
Sumitomo Mitsui BankingCorporation
The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
Mizuho Trust & Banking Co.,Ltd.

The Hiroshima Bank, Ltd.
The Yamaguchi Bank, Ltd.
Momiji Bank, Ltd.
Sumitomo Mitsui Banking
Corporation

(12)Major shareholders
and shareholding ratio

Yamazen BusinessPartners Shareholders’
Association
Tokyo Yamazen Business
Partners Shareholders’
Association
DMG MORI Co., Ltd.
Mizuho Bank, Ltd.
The Master Trust Bank ofJapan, Ltd. (TrustAccount)
Resona Bank, Limited
Yamazen Employees’
Investment Association
Nagoya Yamazen
Business Partners
Shareholders’ Association
Japan Trustee Services
Bank, Ltd. (TrustAccount)
Hiroshima Yamazen
Business Partners
Shareholders’ Association

9.1%

(14)

100.0%

6.1%

3.7%
3.4%
3.3%

3.2%
2.8%
2.5%

2.0%

1.4%

(as of September 30, 2016)(13)

8 individualshareholders(as of March 9, 2017)

Relationships ofinterest between
parties
Capital relationship

None

Human relationship

None

Business relationship

None

Status as related party

None

Financial position as of end of most recent fiscal year andoperating results for most recent fiscal year(¥ million except per share amounts)

Fiscal year ended March 31,
2016 (Consolidated)

Fiscal Year ended December 31,
2016 (Non-consolidated)(Consolidated) Net assets

67,518887(Consolidated) Total assets

208,404

1,341(Consolidated) Net assets pershare (¥)

717.252,366,677(Consolidated) Net sales

447,774832(Consolidated) Operating income

13,25885(Consolidated) Ordinary income

13,503

104

Profit (attributable to owners ofparent)

9,192

57(Consolidated) Earnings per share
(¥)

98.01

152,494

Dividends per share (¥)

30.00

10,000Fiscal year