(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 Reorganization of System Integration Business
MIRAIT Holdings Corporation (“the Company”) has decided to reorganize the system integration (“SI”) businessorganization of its Group companies and the five SI operating companies to coincide with the integration of theCompany, MIRAIT Corporation and MIRAIT Technologies Corporation (“Newly Integrated Company”) scheduledfor July 2022.
Furthermore, some disclosures of the reorganization have been omitted because the reorganization is within theGroup.
1. Objectives of the Reorganization of System Integration Business
The Group is proceeding to convert its business structure to shift the core business from the communications
construction (carrier) business to the solution business and new areas (frontier) business in line with recent changes
in the business environment.
In particular, the SI business will be reorganized to be more increase Group synergies with the aim of further
expanding business areas and improving profitability.
The specific objectives of the reorganization are as follows.
(1) Improvement of operational quality by securing and developing talented human resources(2) Reduction of indirect costs through consolidation(3) Undertaking large-scale projects that could not be undertaken in the past(4) Appeal to customers through enhancement of business value(5) Approaching large strategic projects through investments and partnerships
2. Overview of the Reorganization(1) The SI Business Headquarters that is an internal organization of MIRAIT Corporation will undergo acompanysplit (qualified company split) and be assumed by MIRAIT Information Systems Co., Ltd., which is a
subsidiary of MIRAIT Technologies Corporation, and serve as the strategic SI operating company (“New SICompany”) of the integrated company.
(2) All shares held by MIRAIT Corporation in Trust System Corporation and TIMETEC Co., Ltd., along with allshares held by MIRAIT Technologies Corporation in ACTIS Co., Ltd. and CREiST Inc. will be contributed inkind to the New SI Company to create an SI group on the New SI Company and seek business growth leveraging
group synergies.

(3) It will be used as appropriate capital for the purpose of realizing efficient capital policy throughimprovement of capital structure.
(4) The trade name of the New SI Company will be changed, registration of the head office will be carried out, andthe representative will be changed.

3. Reorganization Schedule
Date of resolution by the Board of Directors (MIRAIT Holdings Corporation)

February 10, 2022

Scheduled date (effective date)July 1, 2022

(Reference) Graphic Overview of the Reorganization (scheduled for July 1, 2022)

4. Outline of the Company Split(1) Method of the company split
MIRAIT Corporation will be the split company, and the operations of its SI Business Headquarters will beassumed by MIRAIT Information Systems Co., Ltd.

(2) Overview of the companies subject to split (As of March 31, 2021)
Split company

Successor company(1)

NameMIRAIT Corporation

MIRAIT Information Systems Co.,
Ltd.

(2)

Address

5-6-36 Toyosu, Koto-ku, Tokyo

1-20-10 Ebara, Shinagawa-ku,
Tokyo

(3)

Name and title ofrepresentative

Toshiki Nakayama,
President and Chief Executive
Officer

Keiichi Fukuda
President, CEO(4)

Main businesses

Information andtelecommunications engineering,etc.

System integration business, etc.

(5)

Amount of sharecapital5,610 million yen

98 million yen(6)Date established

December 21, 1944

April 2, 2001

(7)

Fiscal year end

MarchMarch(8)Major shareholders
and shareholding
ratio

MIRAIT Holdings Corporation
100%

MIRAIT Technologies Corporation
100%

However, employees of the MIRAIT Corporation SI Business Headquarters will be assigned on loan while
retaining their positions in MIRAIT Corporation.

(3) Handling of subscription rights to shares and bonds with subscription rights to shares associated with theCompany Split
Not applicable.
(4) Amounts of Assets and Liabilities Split
Assets

175 million yen

Liabilities

0 million yen(Note) The above amounts are amounts assumed at present, and the amounts of assets and liabilities actually split
may vary from the above figures.
5. Outline of Contribution in Kind
(1) Method of contribution in kind
All shares held by MIRAIT Corporation in Trust System Corporation and TIMETEC Co., Ltd., along with allshares held by MIRAIT Technologies Corporation in ACTIS Co., Ltd. and CREiST Inc. will be contributed inkind to the New SI Company.
(2) Overview of the companies subject to contribution in kind (As of March 31, 2021)
(1)

Name

Trust System Corporation

TIMETEC Co., Ltd.

(2)

Address

4-14-1 Sotokanda, Chiyoda-ku,
Tokyo

1-7-15 Minamihonmachi, chuo-ku, Osaka-shi, Osaka(3)Name and title ofrepresentative

Yutaka Hara
President and Chief Executive
Officer

Hidehiko Matsuda
President and Chief Executive
Officer(4)

Main businesses

System Integration business, etc.

System Integration business, etc.

(5)

Amount of sharecapital

100 million yen

50 million yen(6)Date established

January 11, 1985

June 21, 1983

(7)

Fiscal year end

MarchMarch

(8)

Major
shareholders andshareholding ratio

MIRAIT Corporation
100%

MIRAIT Corporation
100%

(1)

Name

ACTIS Co., Ltd.

CREiST Inc.

(2)

Address

2-3-10 Higasgikanda, Chiyoda-ku,
Tokyo

2-25-2 Nishigotanda, Shinagawa-ku,Tokyo(3)

Name and title ofrepresentative

Yoshiaki Higashino
President and Chief Executive
Officer

Haruki Iida
President and Chief Executive
Officer(4)

Main businesses

System Integration business, etc.

System Integration business, etc.

(5)

Amount of sharecapital

100 million yen

35 million yen(6)Date established

October 2, 1989

August 6, 2013

(7)

Fiscal year end

MarchMarch

(8)

Major
shareholders andshareholding ratio

MIRAIT Technologies Corporation
52.4%

MIRAIT Technologies Corporation
71.4%

(3) Total amount of contribution in kind

Total amount of contribution

1,915 million yen

6. Outline of Change in Capital(1) Reason for change in capital

It will be used as appropriate capital for the purpose of realizing efficient capital policy in the Group throughimprovement of capital structure.
(2) Amount of capital
958 million yen, which is equivalent to half of the contribution in kind totaling 1,915 million yen, will
initially be accepted as capital, but 956 million yen will simultaneously be reduced with capital eventually
being 100 million yen.
7. Outline of the New SI Company(1) Change of trade name
In order to clearly position the Newly Integrated Company as a new strategic SI company, the trade name ofMIRAIT Information Systems Co., Ltd. will be changed. The trade name is yet to be determined at present.
(2) Change of registration of head office
With the transition to the New SI Company, the head office will be relocated from Ebara 1-chome, Shinagawa-ku,
Tokyo to Higashishimbashi 2-chome, Minato-ku, Tokyo.
(3) Change of representative
The representative is yet to be determined at present.
(4) Overview of the New SI Company (planned for July 1, 2022)(1)

NameTBD(2)

Address

Higashishimbashi 2-chome, Minato-ku,
Tokyo (planned)(3)

Name and title ofrepresentative(4)

Main businesses(5)

Amount of sharecapital

100 million yen(6)Date established

April 2, 2001

(7)

Fiscal year endMarch(8)Major shareholders
and shareholding
ratio

TBD
System integration business, etc.

Newly Integrated Company
100%

8. Impact on Performance
The impact of the reorganization on the Company’s consolidated results will be minor because it will take place
within the Group.

End