Note: This document is a translation of a part of the original Japanese version and provided for reference purposes only. In the event of any discrepancy
between the Japanese original and this English translation, the Japanese original shall prevail.

December 27, 2022
Company: TODA CORPORATION
Representative: Seisuke Otani, President and Representative Director(Securities Code: 1860 TSE Prime Market)
Contact: Kaname Miwa, Corporate Officer, General Manager, Financial & IR Div.
(Phone: 03-3535-1357)

TODA CORPORATION to Make Toda Road Co., Ltd.
a Wholly-owned Subsidiary through a Simplified Share Exchange
TODA CORPORATION (the “Company”) announces that it resolved at its Board of Directors
meeting held on December 27, 2022, to conduct a share exchange (the “Share Exchange”) in which
the Company will become a wholly-owning parent company and Toda Road Co., Ltd. (Head office:13-6 Nihonbashikakigaracho 2-chome, Chuo-ku, Tokyo, Representative Director: Koichi Kubota;
hereinafter “Toda Road”), a consolidated subsidiary of the Company, will become a wholly-owned
subsidiary. The Company concluded a share exchange agreement (the “Share ExchangeAgreement”) with Toda Road today.
The Company plans to implement the Share Exchange in the form of a simplified shareexchange, pursuant to the provisions of Article 796, Paragraph 2 of the Companies Act, withoutobtaining the approval of shareholders for the Share Exchange at a general meetings ofshareholders.
The Share Exchange is a simplified share exchange to turn a consolidated subsidiary into awholly-owned subsidiary. Accordingly, some of the matters and details of the disclosure have beenomitted.

1. Purpose of the Share Exchange
Toda Road, a company engaged in road construction, paving work, construction related toroads and civil engineering, belongs to the Toda Group’s Group companies business.
In the Medium-term Management Plan 2024—Rolling Plan, the Company expressed its
commitment to the basic policy of strengthening its business portfolio. In an effort to reinforce
the cohesiveness of the Toda Group and further enhance the flexibility of Group management,
the Company decided to make Toda Road a wholly-owned subsidiary.

2. Outline of the Share Exchange(1) Schedule of the Share Exchange(1)Date on which the Share Exchange Agreement isDecember 27, 2022
resolved by the Board of Directors (the Company)(2)
Date on which the Share Exchange Agreement is
December 27, 2022
executed (both companies)(3)
Date on which the Share Exchange is resolved byJanuary 19, 2023 (planned)
the general meetings of shareholders (Toda Road)(4)
Effective date of the Share Exchange
February 28, 2023 (planned)
Note : The Company plans to implement the Share Exchange in the form of a simplified shareexchange, pursuant to the provisions of Article 796, Paragraph 2 of the Companies Act,
without obtaining the approval of shareholders for the Share Exchange at a general
meeting of shareholders.
(2) Method of the Share Exchange
In the Share Exchange, the Company will become a wholly-owning parent company andToda Road will become a wholly-owned subsidiary.
For the Company, the Share Exchange will be implemented in the form of a simplified
share exchange, pursuant to the provisions of Article 796, Paragraph 2 of the Companies Act,
without obtaining the approval of shareholders for the Share Exchange at a general meetingof shareholders. Toda Road plans to implement the Share Exchange with obtaining theapproval of shareholders for the Share Exchange at an extraordinary general meeting ofshareholders to be held on January 19, 2023. The Share Exchange is scheduled to become
effective February 28, 2023.
(3) Share allotment in the Share Exchange
Company nameThe Company
Toda Road(wholly-owning parent(wholly-owned subsidiarycompany in the sharein the share exchange)
exchange)
Share allotment ratio(Share exchange ratio)1
220.61 (Note 1)
Number of shares to be delivered
Common shares of the Company: 787,578 shares
upon the Share Exchange
Note 1: Rounded down to the second decimal place.
Note 2: Share exchange ratio and number of shares to be delivered
Common shares of the Company shall be allotted and delivered according to the above
allotment ratio for each common share of Toda Road. However, there will be no allotmentof shares upon the Share Exchange regarding the common shares of Toda Road held by
the Company (20,430 shares as of today).
The number of common shares of the Company to be delivered upon the Share Exchange
is scheduled to be 787,578 shares. All of the shares to be delivered are scheduled to besourced from the treasury shares held by the Company (11,805,873 shares as of
September 30, 2022) and the Company does not plan to issue any new shares.
Note 3: Treatment of shares constituting less than one (1) unit
The shareholders of Toda Road who will hold shares of the Company constituting lessthan one (1) unit (100 shares) upon the Share Exchange will be entitled to use thefollowing systems concerning the shares of the Company. Shareholders cannot sell sharesconstituting less than one (1) unit in the financial instruments exchange market.
i.
Rights to request repurchase of shares constituting less than one (1) unit (sale ofshares of less than 100 shares)
Pursuant to Article 192, Paragraph 1 of the Companies Act, this system allows
holders of shares of the Company constituting less than one (1) unit to request theCompany to repurchase the shares constituting less than one (1) unit held by suchshareholder.
ii. Further purchase of shares constituting less than one (1) unit (purchase to reach atotal of 100 shares)
Pursuant to Article 194, Paragraph 1 of the Companies Act and the provisions of theCompany’s Articles of Incorporation, this system allows holders of shares of theCompany constituting less than one (1) unit to request the Company to sell thenumber of shares of the Company that will achieve a total of one (1) unit (100 shares)
together with the number of shares constituting less than one (1) unit held by suchshareholder.
(4) Treatment of share options and bonds with share options in relation to the Share Exchange
There is no information to disclose on this matter as Toda Road has not issued any shareoptions or bonds with share options.
3. Basis for the details of the allotment concerning the Share Exchange
The Company’s share value was calculated using the market price method because theCompany’s common shares are listed on the Prime Market of the Tokyo Stock Exchange.
Using the market price method, the Company’s shares were valued based on the closing priceof the Company’s common shares in the Prime Market of the Tokyo Exchange on November
30, 2022, the calculation record date, as well as the simple average closing price for the last
one month to the calculation record date, the simple average closing price for the last threemonths to the calculation record date, and the simple average closing price for the last six
months to the calculation record date. The calculation results are as follows.
Closing price of the calculation record date
Simple average closing price for the last one month
Simple average closing price for the last three months
Simple average closing price for the last six months

732 yen708 yen
730 yen
716 yenIn terms of the share value of Toda Road, on the other hand, to ensure the fairness andappropriateness in the calculation of the share exchange ratio to be applied to the Share
Exchange, YAMADA Consulting Group Co., Ltd., a third-party valuation institution
independent of both companies was commissioned to conduct the calculation.
Given that common shares of Toda Road were not listed and that there were no similar
listed companies, YAMADA Consulting Group Co., Ltd. did not use the market price methodor the comparable company analysis method to calculate the share value. Meanwhile, thesource of the share value lies in the earning capacity, so the consulting firm used thediscounted cash flow method (the “DCF method”), rather than the adjusted book value method,
to reflect its earnings power based on the status of future business activities in the valuation.

The result of calculations of the per-share value of Toda Road by YAMADA Consulting
Group Co., Ltd., using the DCF method, is as follows.

DCF method

Calculation results (yen per share)
147,625 to 170,333

On the assumption that the share value per the Company’s common shares is one (1) using
the above valuation methods, the valuation range of the share exchange ratio is as follows.
Calculation method used
The Company
Toda Road
Market price method
DCF method

Calculation results of theshare exchange ratio
208.51 to 232.70

4. Outline of the parties involved in the Share Exchange(1) Company name(2) Head officelocation(3) Name and positionof representative(4) Main business(5) Capital(6) Date ofestablishment(7) Number of issued
shares(8) Fiscal year-end(9) Major shareholders
and shareholding
ratio

Wholly-owning parent
company in the shareexchange
TODA CORPORATION
7-1 Kyobashi 1-chome, Chuoku, Tokyo
Seisuke Otani, President andRepresentative Director
General construction
23,001 million yen(as of September 30, 2022)
July 10, 1936

Wholly-owned subsidiary in theshare exchange
Toda Road Co., Ltd.
13-6 Nihonbashikakigaracho 2chome, Chuo-ku, Tokyo
Koichi Kubota, President andRepresentative Director
Road construction and Paving work
100 million yen(as of September 30, 2022)
April 16, 1963

322,656,796 shares
24,000 shares(as of September 30, 2022)(as of September 30, 2022)
March 31
March 31
(As of September 30, 2022)(As of December 27, 2022)
Daiichi Shokusan: 13.29％
TODA CORPORATION: 85.13%
The Master Trust Bank ofMorimichi Toda: 14.87%
Japan, Ltd.: 11.71%
NORTHERN TRUST CO.
(AVFC) RE SILCHESTERINTERNATIONALINVESTORSINTERNATIONAL VALUEEQUITY TRUST: 4.82%(10) Operating results and financial position for the last three years(Unit: Millions of yen unless otherwise stated)

Fiscal year

Net assets
Total assets
Net assets per share(yen)Net sales
Operating income
Ordinary income
Profit for the year
attributable to ownersof parent
Profit for the year pershare (yen)Dividends per share(yen)TODA CORPORATION(Consolidated)
Ended
Ended
Ended
March
March
March
31, 2020 31, 2021 31, 2022
273,496 312,533 319,042
634,557 735,789 761,199

Toda Road Co., Ltd.
Ended
March
31, 2020
3,203
7,244

Ended
March
31, 2021
3,547
5,831

Ended
March
31, 2022
3,748
5,398

883.35

1,011.02

1,027.12

133,466.09

147,791.09

156,170.01

518,683
35,24338,272

507,134
27,69730,363

501,509
24,385
28,111

10,262
482
506

8,037
492
517

7,066
337
344

25,845

19,735

18,560

318

349

207

84.30

64.36

60.43

13,287.39

14,552.01

8,629.08

26.00

20.00

26.00

250.00250.00250.005. Status after the Share Exchange
There will be no changes to the company name, head office location, name and position ofthe representative, main business, capital, and fiscal year-end of the Company, the whollyowning parent company in the share exchange, as a result of the Share Exchange.
6. Outlook
The impact of the Share Exchange on the financial results for the fiscal year ending March31, 2023 is expected to be minimal. However, should any significant effects on the financial
results come to light, the Company shall promptly disclose them.
7. Inquiries on this matter should be addressed to:Hajime Matsui, Group Business Promotion Div. (TEL: 050-3818-3530)
End