February 7, 2024
To whom it may concern

Company name: Nihon Parkerizing Co., Ltd
Representative: Kazuichi Satomi，Chairman President & CEO(Code: 4095 Tokyo Stock Exchange, Prime Market )Enquiries: Masayuki Aoyama,General Manager, Corporate Management Div.
(TEL．+81-3-3278-4333)

Notice of Acquisition of 100% Ownership ofParker Processing Co., Ltd. Through Simplified Share Exchange
Nihon Parkerizing Co., Ltd. (hereinafter the "Company") hereby announces that at the Board of Directors
meeting held on February 7, 2024, it resolved to implement a share exchange whereby the Company will
become the wholly-owning parent company in a share exchange (the "Share Exchange") and ParkerProcessing Co., Ltd. ("Parker Processing") will become the wholly-owned subsidiary in a share exchange,
and a share exchange agreement (the "Share Exchange Agreement") has been executed between thetwo companies.
The Share Exchange employs the simplified share exchange procedure to make a consolidated subsidiarya wholly-owned subsidiary. Some disclosure items and details are omitted.

1. Purpose of the Share Exchange
To realize "Vision 2030" (announced on May 28, 2021), which aims for sustainable growth in the future,
the Company Group has positioned the strengthening of the management foundation of the entire Groupas an essential measure.
Although the Company Group's performance is currently on a recovery trend, the business environment
remains uncertain, with the rapid acceleration of the shift to EVs on a global scale, automobile production
adjustments due to semiconductor shortages, supply chain disruptions caused by the situation in Ukraine,soaring crude oil and raw material prices, and the weak yen. The Company Group believes that making
more strategic and flexible management decisions will be required to respond to such changes in theenvironment.
Based on this recognition, we have concluded that it is essential to strengthen the governance function ofour group, reinforce the management base, and conduct flexible business operations to develop into a
corporate group that can provide higher added value. The Company has decided to make Parker
Processing a wholly owned subsidiary with a view to future restructuring of the processing business in theGroup. By making Parker Processing a wholly owned subsidiary, we intend to improve the corporate valueof our group as a whole by evolving integrated and organic group management while making speedierdecisions.

2. Overview of the Share Exchange(1) Schedule for the Share Exchange

1Date of the Board of Directors' resolution for execution(both companies)
Execution date of the Share Exchange Agreement

February 7, 2024

Date of the Ordinary General Meeting of Shareholders for approving
the Share Exchange (Parker Processing)
Scheduled date of the Share Exchange (effective date)June 27, 2024 (scheduled)February 7, 2024

July 1, 2024 (scheduled)

Note: The Share Exchange corresponds to a simplified share exchange that does not require theapproval of the Company's General Meeting of Shareholders pursuant to the provisions of Article 796,Paragraph 2 of the Companies Act.
(2) Method of the Share Exchange
The Share Exchange will make the Company the wholly-owning parent company and Parker
Processing the wholly-owned subsidiary. The Share Exchange is scheduled to take place effective asof July 1, 2024, for the Company, which becomes a wholly-owning parent company, without obtaining
the approval of its General Meeting of Shareholders, following the simplified share exchange procedurepursuant to the provisions of Article 796, Paragraph 2 of the Companies Act, and for Parker Processing,which becomes a wholly-owned subsidiary, upon obtaining approval for the Share Exchange Agreement
at its Ordinary General Meeting of Shareholders scheduled to be held on June 27, 2024.
(3) Details of Allotment in the Share Exchange
Upon the Share Exchange, the Company will allot to the shareholders of Parker Processing as of thetime immediately prior to the time when the Company acquires all of the issued shares of ParkerProcessing (excluding 7,480,075 shares of Parker Processing common stock held by the Company and427,001 shares held by Parker Processing) through the Share Exchange (the "Base Time"), in
exchange for the shares of Parker processing common stock, the number of shares of common stockof the Company obtained by multiplying the number of shares of Parker processing common stock heldby such shareholders by the share exchange ratio calculated based on the following formula. The
method of calculating the share exchange ratio using this method is referred to as the "variable shareexchange ratio method". The Company plans to allocate common shares held by itself as the commonshares of the Company to be delivered upon the Share Exchange and does not plan to issue any newshares.
Share Exchange Ratio = 2,681 yen*/Average Trading Price of the Company's common stock*The valuation per share of common stock of Parker Processing was calculated using the method
described in 3. (3) below.
In the above formula, the "Average Price of the Company's common stock" means the average closing
price per share of our common stock on the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange")
Prime Market for each of the 15 trading days (excluding days on which no trading was conducted) fromJune 1, 2024 (inclusive) to June 21, 2024 (inclusive). However, it will be calculated to the first decimal
place and rounded off to the first decimal place. The share exchange ratio will also be rounded to thesecond decimal place. In the event that the share exchange ratio is determined, we will announce it
promptly.

2Note: Treatment of shares constituting less than one unit
In case the Share Exchange will result in new shareholders who will hold shares of the Company
constituting less than one unit (i.e., 100 shares), such shareholders of Parker Processing will be entitledto sell concerning shares to the Company. The Company will repurchase in cash shares of theCompany's stock equivalent to the total of such fractions (any fraction of less than one unit in suchaggregate shall be rounded down), pursuant to the provisions of Article 234 of the Companies Act andother relevant laws and regulations.

(4) Treatment of Subscription Rights to Shares and Bonds with Subscription Rights to Shares in theShare Exchange
Not Applicable.

3. Grounds for the Details of Allotment in the Share Exchange(1) Grounds and Reasons for Variable Share Exchange Ratio MethodTypically, the share exchange ratio and the number of shares of the wholly owning parent company to
be delivered to the shareholders of the wholly owned subsidiary in a share exchange are determined at
the time the share exchange agreement is executed (the "execution time"). Therefore, at the time ofexecution, the value of the shares of the wholly-owning parent company to be held by the shareholdersof the wholly-owned subsidiary on the effective date is not fixed and will fluctuate depending on theshare price movements of the shares of the wholly-owning parent company between the time ofannouncement and the effective date. Under the variable share exchange ratio method adopted by theCompany, only the value of the shares of the wholly owned subsidiary in the share exchange will bedetermined at the time of execution of the agreement. The number of shares of the wholly owning parent
company to be delivered in exchange for each share of the wholly owned subsidiary in the shareexchange will be determined based on the average share price of the wholly owning parent company
shares during a specific period near the effective date of the share exchange. Therefore, compared toan ordinary share exchange, the value of the shares of the wholly owning parent company to be heldby the shareholders of the wholly owned subsidiary in the share exchange on the effective date is
expected to approximate the value of the shares of the wholly owned subsidiary in the share exchange,
because the period during which the value of the shares of the wholly owning parent company willfluctuate depending on the trend of the share price until the effective date is shorter. After carefulconsideration, we have determined that it is appropriate to approximate the value of the shares of thewholly owning parent company that will ultimately be owned by the shareholders of the wholly owned
subsidiary in the share exchange to the value of Parker Processing's shares as of the effective date as
described in (2) below and have decided to adopt a variable share exchange ratio. The average closing
price over a certain period immediately prior to the effective date will be used, with a necessary
administrative response period prior to the effective date.

3

(2) Matters Relating to Calculations
To ensure the fairness and validity of the Share Exchange Ratio in the Share Exchange, the Company
appointed Yamada Consulting Group Co., Ltd. ("Yamada Consulting"). This third-party valuation
institution is independent of both the Company and Parker Processing and obtained valuation reportson the share values of Parker Processing.
Yamada Consulting used the market price method for the value of the Company's shares as a listedcompany and the discounted cash flow method ("DCF Method") to calculate the stock value of Parker
Processing, an unlisted company, to reflect its ability to earn earnings based on future businessactivities in its evaluation.
The results of calculating the per-share value of Parker Processing's shares, which Yamada
Consulting calculated based on the DCF method, are as follows.
Method used

Calculation result (yen)

DCF Method
2,423 to 2,754
Note: The profit-loss forecast for Parker processing, which is the premise for the DCF method,
does not anticipate a significant increase or decrease in profit in the future.
(3) Basis of Share Exchange Ratio Calculation
Considering the results of calculating the value of Parker Processing's shares and after serious
consideration by both companies, we have determined the value to be 2,681 yen per share. On theother hand, with regard to the value of the Company's shares to be delivered as consideration, itwould have been desirable to adopt the market share price immediately before the effective date of
the Share Exchange since this is a variable share exchange ratio method. However, we havedetermined that it is appropriate to establish the required administrative response period before theeffective date and use the average closing price of each trading day during a specific period
immediately preceding such period.
4. Overview of the Parties to the Share Exchange(1) Trade name(2) Head office

Wholly-owning parent company

Wholly-owned subsidiary

Nihon Parkerizing Co., Ltd.

Parker Processing Co., Ltd..

15-1 Nihonbashi 1-chome, Chuo-ku,
Tokyo, Japan

15-1 Nihonbashi 1-chome, Chuo-ku,
Tokyo, Japan

Kazuichi Satomi
Chairman, President & Chief Executive
Officer

Fumikazu Ozaki
President and Representative Director

Chemicals, toll processing, processequipment, and other relevantbusinesses

Tollprocessing,includingrustprevention, lubricating, designing, andother relevant treatments(5) Capital

4,560 million yen

416 million yen(6) Date ofJuly 12, 1928

December 28, 1948

Common Stock 132,604,524 shares

Common Stock 10,740,000 shareslocation(3) Name and title
ofrepresentative(4) Description ofbusinessestablishment(7) Number ofissued shares4(8) Fiscal year-end

March 31

March 31(9) Major

The Master Trust Bank of Japan, Ltd.
(trust account)
10.87%

Nihon Parkerizing
72.53%
Other Individuals*
27.47%*No individual name disclosed.

shareholders
andshareholding
ratiosNorthern Trust Co.(AVFC) Re Fidelity
Funds
6.20%
Nippon Life Insurance Co.

5.92%

Meiji Yasuda Life Insurance Co 4.23%
The Chiba Bank Ltd.

4.02%

(10) Business results for the past three years
Nihon Parkerizing Co., Ltd.
Fiscal year
Net assets(millions of yen)
Total assets(millions of yen)
Net assets per share(yen)Net sales(millions of yen)
Operating profit(millions of yen)
Ordinary profit(millions of yen)
Profit attributable toowners of parent(millions of yen)
Profit per share (yen)Parker Processing Co., Ltd.

FY ended
March 2021

FY ended
March 2022

FY ended
FY endedMarch 2023 March 2021

FY ended
March 2022

FY ended
March 2023

176,667

187,673

196,392

17,54918,723

19,942

220,210

228,982

236,534

21,001

22,114

23,6101,288.01

1,366.47

1,441.98

1,698.52

1,812.13

1,933.41

99,918

117,752

119,177

7,061

8,133

8,564

10,681

13,37012,668

1,663

2,090

2,116

14,197

17,003

16,625

2,116

2,426

2,495

9,999

9,046

9,973

1,454

1,702

1,768

84.75

76.93

86.10

140.36164.73

171.37

5. Status after the Share Exchange
Due to this share exchange, there will be no change in the Company's name, address, name and title ofrepresentative, business activities, capital stock, or fiscal year-end.
6. Future Prospects
The impact of the Share Exchange on the Company's consolidated business results is expected to beminor.

END5