Note : This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shall prevail.
May 21, 2024
Company name:Name of representative:

Inquiries:

ERI Holdings Co., Ltd.
Toshihiko Umano, Representative
Director and President(Securities code: 6083; StandardMarket)
Shinichi Yamamoto, General
Manager of Public Relations & IRGroup(Telephone: +81-3-5770-1520)

Notice Concerning Acquisition of Shares of Fukuda Hydrologic Center Co., Ltd. (to Make It aSubsidiary)
ERI Holdings Co., Ltd. (the “Company”) hereby announces that it has resolved, at a meeting of the Board ofDirectors held on May 21, 2024, to acquire shares of Fukuda Hydrologic Center Co., Ltd. and make it a subsidiaryof the Company. The details are described below.

1. Reason for acquisition of shares
The acquisition of Fukuda Hydrologic Center Co., Ltd., a civil engineering consultant specializing inenvironmental and hydrogeological analysis, is the Company’s fifth acquisition of consulting company based in
Hokkaido. Collaborating with the Company’s subsidiaries in Hokkaido, Fukuda Hydrologic Center Co., Ltd. will
vigorously enhance business domains of the Company and also contribute to materialize “Symbiotic Society” inthe context of National Biodiversity Strategy and Action Plan.
2. Overview of the subsidiary (Fukuda Hydrologic Center Co., Ltd.) subject to change
(1)

Name

Fukuda Hydrologic Center Co., Ltd.

(2)

Location

15-2-5 Kita 24-Jyo Nishi, Kita-ku, Sapporo-shi, Hokkaido(3)

Job title and name ofrepresentative

Koichi Fukuda, Representative Director and President(4)

Description of business

Civil engineering design and maintenance, land surveying,environmental and hydrogeological analysis, etc.

(5)

Share capital

JPY 25 million(6)

Date of establishment

August 11, 1965

(7)

Major shareholders andownership ratios

Individuals
Capital relationship(8)

Relationship between thePersonnel
Company and said company relationship

N/A
N/A

Business relationship N/A(9)Consolidated operating results and consolidated financial positions of said company for the last threeyears
As of / Fiscal year ended

March 31, 2021

March 31, 2022

March 31, 2023

Consolidated net assets

1,1391,291

1,493

Consolidated total assets

2,826

2,967

2,871

Consolidated net assets per share(Yen)

22,788

Consolidated net sales

25,83429,876

1,666

1,819

1,831

Consolidated operating profit

183

306

290

Consolidated ordinary profit

184

300

298

Profit attributable to owners ofparent

105

159

208

Consolidated earnings per share(Yen)

2,100

Dividend per share (Yen)

125

3,181

4,177

135
135
(Millions of yen, unless otherwise noted)

3. Overview of the counterparty to the acquisition of shares(1)

Name(2)

Address(3)

Relationship between theCompany and said person

Individuals (Details are not disclosed.)N/A

4. Number of shares acquired, acquisition costs, and shareholding before and after acquisition
(1)
(2)
(3)

(4)

0 shares(Number of voting rights: 0 units)(Ratio of voting rights held: 0%)
Number of shares to be
50,000 sharesacquired(Number of voting rights: 50,000 units)
Common shares of Fukuda Hydrologic Center Co., Ltd. ¥2,193 million
Acquisition costs
Advisory fees, etc. (Estimated amount)¥95 million
Total (Estimated amount)¥2,288 million
50,000 shares
Number of shares held after(Number of voting rights: 50,000 units)
the change(Ratio of voting rights held: 100%)
Number of shares held
before the change

5. Timetable
(1)
(2)
(3)

Date of resolution at themeeting of the Board ofDirectors
Date of conclusion of theagreement
Date of commencement ofshare transfer

May 21, 2024
May 21, 2024 (scheduled)
June 5, 2024 (scheduled)

6. Future outlook
The transaction is expected to have no impact on the Company’s consolidated financial performance for this fiscal
year ending May 31, 2024. If necessary, the Company will make additional disclosure on a timely basis inaccordance with the rules of the Tokyo Stock Exchange upon determination of further details.
- 2 -