(Translation)

March 8, 2016
Company Name
Representative
Stock CodeContact

EPS Holdings, Inc.
Yan Hao, Chairman &CEO
4282, TSE First Section
Shuzo Orihashi, Director & Executive Corporate Officere-mail

ir@eps.co.jp

Announcement of Reorganization of Group Companies in the SMO Business Segment
At its meeting on March 8, 2016, the Board of Directors of EPS Holdings, Inc. (hereinafter, the Company)
resolved to conduct a reorganization of group companies in the SMO business segment accompanied by themerger of consolidated subsidiaries as follows;

1. Objective of the Reorganization
As announced on September 28, 2015, by the means of share exchange as the effective date of January 1,2016, Sogo Rinsho Holdings Co., Ltd. (hereinafter referred to as the "Sogo Rinsho HD") became the wholly
owned subsidiary of the company.
As a result, the company occupied largest share in the SMO market in Japan. This time, in order to realize
further growth as a leading company in the market, and also to build a management structure to maximize
the corporate value, the Company decided to conduct a reorganization in SMO business segment.

2. Overview of the Reorganization
The company will transfer the capital of EP-Mint Co., Ltd. (100% subsidiary of the Company) to Sogo
Rinsho HD without consideration.
Sogo Rinsho Science Co., Ltd. (100% subsidiary of Sogo Rinsho HD) and EP-Mint Co., Ltd., both areoperating companies of the SMO Business Segment, will be realigned and merged.
Sogo Rinsho HD will become immediate stock holding company in the SMO business segment.

3. Outline of the Merger(1) Date of the merger (effective date)
May 1, 2016 (Scheduled)(2) Method of the merger
Absorbing into one company, EP-Mint Co., Ltd as the continuing entity.
On the effective date of the merger, Sogo Rinsho Science Co., Ltd. will be dissolved.
(3) Allocation resulting from the merger
Since this is a merger between two of Sogo Ronsho HD’s wholly owned subsidiaries, the shares andother assets of subsidiary to be dissolved will not be allocated.

4. Outline of the Merging Companies
The Company Surviving Absorption-type Merger①Company name
EP-Mint Co., Ltd.
②Address

1-8,Tsukudocho,Shinjuku-ku,Tokyo③Representative

Representative Director Shinro Tashiro④Business

SMO business⑤Capital

478 million Yen⑥Date of founding

December 24, 1999

⑦Date of annual accounts settlement

September 30⑧Employees

877（February 29, 2016）
The Company 100％
(EP-Mint will become Sogo Rinsho HD's wholly owned subsidiarycompany before the merger.)
Capital ties The Company owns 100% of the outstanding shares
Human
Shinro Tashiro serves as the representative director ofrelations
EPS Holdings, and the representative director of EP-Mint.
Haruo Nishino serves as the director of EPS Holdings,
and the director of EP-Mint.
Business
The Company provides management assistance to EPrelationship Mint.
The Company borrows money from EP-Mint.

⑨Principal shareholder,% owned⑩Relationship between thelisted company and thecompany⑪Operating results and financial condition for the last three years of the Company
Date of annual accounts settlement
2013/92014/9Net Assets
3,547
3,932
（※1）
Total Assets
4,648
5,420
（※1）
Net asset worth per share （※2）
922.84
1,023.20
Net Sales
5,703
6,288（※1）
Operating Income （※1）
400901
Ordinary income
407910（※1）
Net Income
239491（※1）
Net Income per Share
62.30
127.87（※2）
Dividends per share （※2）
55.00
35.00
(※1：million JPY)(※2：JPY)①Company name
②Address③Representative④Business⑤Capital⑥Date of founding⑦Date of annual accounts settlement⑧Employees⑨Principal shareholder,% owned

The Company Absorbed in Absorption-type Merger
Sogo Rinsho Science Co., Ltd.
2-4-1,Nishi-Shinzyuku,Shinzyuku-ku,Tokyo
Representative Director Koki Kawakubo
SMO Business
80 million JPY
August 1 , 2007
Jury 31479（Frbruary 29, 2016）
Sogo Rinsho HD 100％

2015/94,111
5,467
1069.76
6,486
599
612
361
94.06
47.00

５. Situation after the merger (Plan)
After the merger, the trade name of EP-Mint Co., Ltd. (surviving company) is scheduled to be changed.
However, there will be no change of the head office location, a post and the name of representative
director, business line, capital amount, an accounting period, a major shareholder and the ratio of its
share.

６. Outlook Going Forward
The impact of the merger on the performance of the Company will not be material.

[Reference]

As of January 1, 2016

Organizational restructuring（As of May 1, 2016）

EPS-HD

EPS-HD

SMO(Japan)SMO(Japan)EP-Mint

SogoRinsho
HD

SogoRinsho
HD

SogoRonsho
ScienceOthers

EP-MintSogoRonshoScience

Othersscheduled date of merger:
May 1, 2016