MEMBERSHIP

August 24, 2023
Company name
Representative

ContactToshiba Tec Corporation
Hironobu Nishikori
Representative Director
President and Chief Executive Officer(Securities code: 6588,
Tokyo Stock Exchange Prime Market)
Akira Abe
General Manager of Corporate
Communications Division(TEL: +81-3-6830-9151)(Progress of disclosure matters) Notice of Transfer of Consolidated Subsidiaries

Toshiba Tec Corporation (the “Company”) announced in the “Notice of Transfer of Consolidated
Subsidiaries” dated May 19, 2023 (partial corrections are already made as announced in the “(Corrections)
Notice Regarding Partial Corrections to the “Notice of Transfer of Consolidated Subsidiaries”” released on
July 19, 2023, hereinafter “Previous Timely Disclosure”) that, in conjunction with the Business Integration,
the Company and Ricoh Technologies Company Ltd. (the “Joint Venture Company”) would enter into anabsorption-type company split agreement, and the Company’s board of directors resolved to transfer the sharesof its five consolidated subsidiaries (the “Transfer of Shares”) to the Joint Venture Company through anabsorption-type company split under such agreement (the “Absorption-Type Company Split”). The Company
also announced in the Previous Timely Disclosure that there was a possibility that the Company would, at its
decision, include the business of Toshiba Tec Europe Imaging Systems S.A (“Toshiba Tec Europe ImaginingSystems”) (except for certain business and assets. Hereinafter the same.) in the scope of the TransferredBusiness after completion of the consultation with the works’ council of Toshiba Tec Europe Imaging Systems
in accordance with the French labor law.
The Company hereby announces that the consultation with the works’ council of Toshiba Tec EuropeImaging Systems has been completed, and the Company has decided to include the Toshiba Tec Europe
Imaging Systems’ business in the scope of the Transferred Business and transfer the shares of Toshiba Tec
Europe Imaging Systems to the Joint Venture Company as follows (such transfer is hereinafter referred to as
the “Additional Transfer of Shares”).
Each term used but not defined otherwise herein shall have the meaning provided in the Previous Timely
Disclosure.
Note1

1. Outline of the Additional Transfer of Shares
In conjunction with the Business Integration, the Company will transfer all shares of Toshiba Tec Europe
Imaging Systems to the Joint Venture Company by way of the Absorption-Type Company Split after (i) allshares of TOSHIBA TEC ITALIA IMAGING SYSTEMS S.P.A. held by Toshiba Tec Europe Imaging
Systems and (ii) the business of Toshiba Tec Europe Imagining Systems other than the Transferred Business
are transferred to another company in a manner to be separately determined.
2. Reason for the Additional Transfer of Shares
The scope of business subject to the Business Integration is the business of the development and productionof multifunction printers and other devices in Japan and overseas, and Toshiba Tec Europe Imaging Systems
operates a part of such business. Following the completion of the consultation with the works’ council ofToshiba Tec Europe Imaging Systems in accordance with the French labor law, the Company has determinedthat the Toshiba Tec Europe Imaging Systems’ business should be included in the Transferred Business toachieve the purpose of the Business Integration. Accordingly, the Company has decided that the shares ofToshiba Tec Europe Imaging Systems will be transferred to the Joint Venture Company.
3. Overview of the subsidiary to be transferred
The following is an overview of the Company’s consolidated subsidiary to be transferred as a result of theAdditional Transfer of Shares.
Toshiba Tec Europe Imaging Systems
(1)

Name

(2)

Location(3)

Name and title ofrepresentative

Toshiba Tec Europe Imaging Systems S.A.
1-5 rue Eugene et Armand Peugeot, 92500 Rueil Malmaison,FranceAlain Verna, President and CEO(4)

Business description

Manufacture, sale and service of toners(5)

CapitalEuro 25,925,000(6)Date of establishment

April 1, 1999

(7)

(8)

Major shareholders andshareholding ratios

Relationship with the listed

The Company: 99.99%
CapitalThe Company holds 99.99% of the voting rights

relationshipof the relevant company.

Personnel

The Company sends five directors to the relevant

relationshipcompany.

company

The Company outsources the manufacture ofBusinesstoners and related products to the relevant

relationshipcompany, and purchases toner cartridge bottles
and related products from the relevant company.

(9)

Consolidated results of operations and consolidated financial condition of the relevant

2company for the past three years (in thousands of Euro)
Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2020

March 2021

March 2022

Net assets

30,68431,067

31,622

Total assets

37,82338,08639,504

Sales

30,89327,14429,465

Operating profit

1,000

1,072

1,158

Ordinary profit

1,120

1,105

1,137

708

792792

Net profit

4．Outline of the counterparty to the Additional Transfer of Shares
Please refer to “4. Outline of the counterparty to the Transfer of Shares” in the Previous Timely Disclosure.
5．Number of shares to be transferred, and status of shares held before and after the transfer (as of the dateof the Additional Transfer of Shares)
Toshiba Tec Europe Imaging Systems
(1)

(2)

(3)

Number of shared held
before the transfer

1,700,000 shares(Number of voting rights: 1,700,000)(Percentage of voting rights held: 100 %)Number of shares to be

1,700,000 sharestransferred(Number of voting rights: 1,700,000)

Number of shared held
after the transfer0 share(Number of voting rights: 0)(Percentage of voting rights held: 0%)(Note) Among the issued shares of Toshiba Tec Europe Imaging Systems (1,700,000 shares in total), theCompany currently owns 1,699,999 shares. The Company will acquire remaining one share by the date of
the Additional Transfer of Shares and transfer 1,700,000 shares in total to the Joint Venture Company.
The common shares of the Joint Venture Company will be delivered to the Company in consideration ofthe rights and obligations to be transferred from the Company to the Joint Venture Company through theAbsorption-Type Company Split (including all shares of Toshiba Tec Europe Imaging Systems). However, it
has not yet been determined whether the Joint Venture Company will issue new shares or how many commonshares will be delivered.
6. Schedule(1)

Date of resolution of theboard of directors for theMay 19, 2023

Transfer of Shares(2)

Date of resolution for theAugust 24, 2023

3

Additional Transfer ofShares(3)

Date of execution of theabsorption-type company

TBD

split agreement(4)

Effective date of theAbsorption-Type Company
Split (the date of theAdditional Transfer ofA specific day between April 1, 2024 and June 30, 2024 to be
separately agreed upon by the two companies (scheduled)

Shares)7. Future outlook
The impact of the Additional Transfer of Shares on the Company’s consolidated financial results for thecurrent fiscal year is under review. When a matter that should be disclosed is occurred or decided, theCompany will disclose it promptly.

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