(Translation)

February 10, 2022
Company name: MIRAIT Holdings Corporation
Representative: Toshiki Nakayama, President and CEO(TSE 1st Section Code No. 1417)
Inquiries: Koji Aoyama, Director and General Managerof Strategy(Phone: +81-3-6807-3119)

Notice Concerning Conclusion of Merger Agreement with Consolidated Subsidiaries
MIRAIT Holdings Corporation (“the Company”) has concluded a merger agreement based on a resolution passed in themeeting of the Board of Directors held on February 10, 2022 concerning an absorption-type merger (“the Merger”) with theCompany as the surviving company and the Company’s wholly owned subsidiaries MIRAIT Corporation and MIRAITTechnologies Corporation as the defunct companies as stated in the “Notice Concerning Commencement of Consideration
and Preparations Aimed at Merger with Consolidated Subsidiaries” dated November 18, 2020.
Some disclosures have been omitted because it is a simple merger of wholly-owned consolidated subsidiaries of theCompany.
Furthermore, the reorganization announced in the “Notice Concerning Reorganization of System Integration Business”
today will be implemented before the merger.
1. Purpose of the Merger
MIRAIT Corporation and MIRAIT Technologies Corporation, which are the core business companies of the Group,
have expanded their respective businesses in areas such as information and telecommunications engineering business fortelecommunications carriers and the solutions business mainly, and have made significant contributions to theenhancement of corporate value of the Group. However, due to rapid changes in the surrounding business environment,
the Group is faced with the pressing issue of accelerating the transformation of its business structure in order to achieve
further corporate growth in future.
Based on these conditions, through the Merger, the Group will reduce costs further increase earning capacity by further
increasing the speed of decision-making within the Group, improving the efficiency of the management system andconcentrating management resources.
Furthermore, as specific initiatives going forward, by implementing five business reforms (5 Changes) that make up theGroup’s new growth strategy(*1) focused on (i) People-centric management, (ii) Acceleration of business growth, (iii)Top- class profitability, (iv) Management based on data insight and (v) Strong foundation for ESG management with theaim of creating and protecting future social infrastructure (communications and energy), and continuing to be a trusted
group while achieving further growth.
*1. Reference: Presentation materials: “Financial Results Presentation for Q2 FYE 3/2022” (November 19, 2021)
https://ir.mirait.co.jp/en/news/

12. Summary of the Merger(1) Schedule of the Merger
Date of resolution by the Board ofDirectors

February 10, 2022

Date of agreement

February 10, 2022

Scheduled date (effective date)July 1, 2022 (scheduled)

The Merger will be carried out without a resolution of the General Meeting of Shareholders of the Company because
it falls under a simple absorption-type merger prescribed in Article 796, paragraph (2) of the Companies Act.
(2) Format of the Merger
The format of the merger is an absorption-type merger with the Company as the surviving company, and MIRAIT
Corporation and MIRAIT Technologies Corporation being dissolved.
(3) Content of allotment pertaining to the Merger
The Merger will not involve the issuance of shares or exchange of cash, etc. because MIRAIT Corporation and MIRAITTechnologies Corporation are wholly-owned subsidiaries of the Company.
(4) Handling of subscription rights to shares and bonds with subscription rights to shares associated with the Merger
Not applicable.

23. Overview of the companies subject to the merger (As of March 31, 2021)(units: millions of yen, unless otherwise noted)

(1)
(2)

NameCompany surviving

Company absorbed inCompany absorbed inabsorption-type merger

absorption-type merger

absorption-type merger

MIRAIT Holdings

MIRAIT Corporation

Corporation

MIRAIT Technologies
Corporation

5-6-36 Toyosu, Koto-ku,

5-6-36 Toyosu, Koto-ku,

3-3-15 Edobori, Nishi-ku,

TokyoTokyo

Osaka-shi, Osaka

Toshiki Nakayama,
President and Chief Executive Officer

Toshiki Nakayama,
President and Chief Executive
Officer

Yasushi Totake, President

Telecommunications engineering
work, electrical work, civilengineering work and building
construction work; management ofsubsidiaries and Group companies

Telecommunications engineering
work, electrical work, civilengineering work and building
construction work

Telecommunications engineering
work, electrical work, civilengineering work and building
construction work(5) Amount of share

7,000 million yen

5,610 million yen

3,804 million yen(6)

October 1, 2010

December 21, 1944

June 15, 1960

108,325,329 shares

41,112,324 shares

44,915,329 shares

March

March

March

Address(3) Name and title ofrepresentative(4)
Business description

(7)
(8)

capitalDate established
Number of shares
outstanding
Fiscal year end(9) Employees(Non-consolidated) 106(Non-consolidated) 2,752(Non-consolidated) 1,238
Custody Bank of Japan,(10)Ltd. (Trust Account)
10.74%
Major shareholders
MIRAIT Holdings
MIRAIT Holdings
TheMaster Trust Bank ofandshareholding
CorporationCorporation
Japan, Ltd(Trust Account)
ratio
100%
100%
9.38%
Sumitomo ElectricIndustries, Ltd. 3.60%
Operatingresultsandfinancialcondition for the most recent fiscal year (fiscal year ended March 31, 2021)(11)
Consolidated net assets

231,323

111,850

55,237

Consolidated total assets

358,751

170,241

103,643

Consolidated net assets pershare (yen)2,232.25

2,676.61

1,183.98

Consolidated net sales

463,744

225,774

119,377

30,12916,4684,937

31,73917,285

5,247

24,205

12,554

3,172

229.59305.36

70.63

Consolidated
operatingincomeConsolidated
ordinary
incomeNet income attributable toowners of parent
Consolidated net income
per share (yen)
4. Status after the Merger

After the Merger, the Company will succeed the businesses conducted by MIRAIT Corporation and MIRAITTechnologies Corporation and make the transition from a holding company to an operating company, driving the Groupas the Group’s core operating company.
Furthermore, with the transition from a holding company to an operating company the trade name is scheduled to bechanged to “MIRAIT ONE Corporation”. (Please refer to the “Notice Concerning Change of Trade Name” dated today.)No changes will be made to the head office address, position and name of representative, capital or end of fiscal yearof the Company due to the Merger.

35. Future Outlook
The impact of the reorganization on the Company’s consolidated results will be minor because it will take place within
the Group.
(Reference) Graphic Overview of the Reorganization (scheduled for July 1, 2022)*1 To be made into a consolidated subsidiary on March 31, 2022
*2 Please refer to “Notice Concerning Reorganization of System Integration Business” dated today for information on theNew SI Company.

End4