Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail.

August 6, 2024

Consolidated Financial Results
for the Three Months Ended June 30, 2024
(Under Japanese GAAP)
Company name:
S.T. CORPORATION
Listing:
Tokyo Stock Exchange
Securities code:
4951
URL:
https://www.st-c.co.jp/
Representative:
Yo Kozuki, President & CEO
Inquiries:
Naruaki Hashimoto, Executive Officer
Telephone:+81-3-3367-6314
Scheduled date to commence dividend payments:
Preparation of supplementary material on financial results:
Holding of financial results briefing:

–
Yes
None

(Yen amounts are rounded down to millions, unless otherwise noted.)

1. Consolidated financial results for the three months ended June 30, 2024 (from April 1, 2024 to June 30, 2024)(1) Consolidated operating results (cumulative)
Net sales
Three months ended(Percentages indicate year-on-year changes.)
Operating profit

Profit attributable toowners of parent

Ordinary profit

Millions of yen%

Millions of yen%

Millions of yen%

Millions of yen%

June 30, 2024

10,497

7.7

(138)

–

(24)

–

(50)

–

June 30, 2023

9,747

(7.4)

101

(47.4)

449

46.2

271

79.5

Note: Comprehensive income

For the three months ended June 30, 2024:
For the three months ended June 30, 2023:

Basic earnings per share
Three months ended¥121 million¥462 million[(73.8)%][162.2%]

Diluted earnings per
share

Yen

Yen

June 30, 2024

(2.25)–

June 30, 2023

12.20

–

(2) Consolidated financial position
Total assets
As of

Net assets

Equity ratio

Net assets per share

Millions of yen

June 30, 2024

47,07533,44869.6

1,470.32

March 31, 2024

44,76033,80074.1

1,487.83

Reference:

EquityAs of June 30, 2024:
As of March 31, 2024:¥32,769 million¥33,159 million%

Yen

Millions of yen

2. Cash dividends
Annual dividends
First quarter-end

Second quarter-end

Third quarter-end

Yen

Yen

Yen

Fiscal year ended
March 31, 2024
Fiscal year ending
March 31, 2025–

Fiscal year-end

Total

Yen

Yen

21.00

–

21.00

42.00

22.00

–

22.00

44.00

–

Fiscal year ending
March 31, 2025
(Forecast)

Note: Revisions to the forecast of cash dividends most recently announced: None

3. Consolidated earnings forecasts for the fiscal year ending March 31, 2025 (from April 1, 2024 to March 31,
2025)
Net sales
Millions of yen
Six months ending
September 30, 2024
Fiscal year ending
March 31, 2025

(Percentages indicate year-on-year changes.)
Profit attributable to
Basic earnings
Ordinary profit
owners of parent
per share

Operating profit% Millions of yen% Millions of yen% Millions of yen%

Yen

24,8008.2

1,200(12.5)

1,350(25.4)

750(37.9)

33.67

49,200

10.6

2,000

49.1

2,300

19.2

1,400

9.8

62.85

Note: Revisions to the earnings forecasts most recently announced: None

* Notes(1) Significant changes in the scope of consolidation during the period: None
Newly included: – companies
Excluded:– companies(2) Adoption of accounting treatment specific to the preparation of quarterly consolidated financial statements: Yes(3) Changes in accounting policies, changes in accounting estimates, and restatement(i) Changes in accounting policies due to revisions to accounting standards and other regulations: Yes(ii) Changes in accounting policies due to other reasons: Yes(iii) Changes in accounting estimates: Yes(iv) Restatement: None
Note:

For more details, please refer to the section of “Notes on changes in accounting policies” and “Notes on changes in accounting policies
which are difficult to distinguish from changes in accounting estimates” under “(3) Notes to quarterly consolidated financial statements”
of “2. Quarterly consolidated financial statements and significant notes thereto” on page 8 of the attached material.

(4) Number of issued shares (common shares)
(i)

(ii)

Total number of issued shares at the end of the period (including treasury shares)
As of June 30, 2024

23,000,000 shares

As of March 31, 2024

23,000,000 shares

Number of treasury shares at the end of the period
As of June 30, 2024

712,760 shares

As of March 31, 2024

712,638 shares(iii) Average number of shares outstanding during the period (cumulative from the beginning of the fiscal year)

Note:

Three months ended June 30, 2024

22,287,294 shares

Three months ended June 30, 2023

22,240,758 shares

The Company’s shares held by Custody Bank of Japan, Ltd. (Trust Account E) are included in the number of treasury shares at the endof the period (223,400 shares as of June 30, 2024 and 223,400 shares as of March 31, 2024). Also, the Company’s shares held by
Custody Bank of Japan, Ltd. (Trust Account E) are included in treasury shares that are deducted for calculation of the average numberof shares outstanding during the period (223,400 shares for the three months ended June 30, 2024, 270,400 shares for the three months
ended June 30, 2023).

* Review of the Japanese-language originals of the attached quarterly consolidated financial statements by certified
public accountants or an audit corporation: None
* Proper use of earnings forecasts, and other special matters
Caution regarding forward-looking statements and others
The forward-looking statements, including earnings forecasts, contained in these materials are based on information
currently available to the Company and on certain assumptions deemed to be reasonable. Consequently, the statements
herein do not constitute assurances regarding the Company’s actual results. Actual financial and other results may
differ substantially from the statements herein due to various factors. Please refer to “(3) Explanation of consolidated
earnings forecasts and other forward-looking statements” of “1. Outline of operating results, etc.” on page 3 of theattached materials for the suppositions that form the assumptions for the earnings forecasts and cautions regarding theuse of the earnings forecasts.
Method of obtaining the supplementary material on quarterly financial results
We intend to post the supplementary material on quarterly financial results to the “Investors” page of our corporatewebsite soon after the announcement of the financial results for the three months ended June 30, 2024, on Tuesday,
August 6, 2024.

S.T. CORPORATION (4951)○Attached Material Index
1. Outline of operating results, etc. .................................................................................................................................. 2(1) Outline of operating results for the period under review....................................................................................... 2(2) Outline of financial status for the period under review ......................................................................................... 3(3) Explanation of consolidated earnings forecasts and other forward-looking statements ........................................ 3
2. Quarterly consolidated financial statements and significant notes thereto................................................................... 4(1) Quarterly consolidated balance sheet .................................................................................................................... 4(2) Quarterly consolidated statement of income and quarterly consolidated statement ofcomprehensive income .......................................................................................................................................... 6
Quarterly consolidated statement of income (cumulative) .................................................................................... 6
Quarterly consolidated statement of comprehensive income (cumulative) ........................................................... 7(3) Notes to quarterly consolidated financial statements ............................................................................................ 8
Notes on changes in accounting policies ............................................................................................................... 8
Notes on changes in accounting policies which are difficult to distinguish from changes in accounting
estimates ................................................................................................................................................................ 8
Notes on specific accounting for preparing the quarterly consolidated financial statements ................................ 8
Notes on segment information .............................................................................................................................. 8
Notes when there are significant changes in amounts of shareholders’ equity ..................................................... 8
Notes on going concern assumption ...................................................................................................................... 8
Notes on quarterly consolidated statement of cash flows ...................................................................................... 8
Notes on business combinations............................................................................................................................ 9
Notes on significant post-balance sheet events ................................................................................................... 10-1-

S.T. CORPORATION (4951)

1. Outline of operating results, etc.
(1) Outline of operating results for the period under review
During the three months ended June 30, 2024, the Japanese economy showed signs of modest recovery as corporate
earnings and capital investment remained steady amid ongoing improvements in employment and income. On theother hand, a sense of uncertainty about the future persists for various reasons, including the prolonged conflict
between Russia and Ukraine, the risk of interest rate and exchange rate fluctuations, and sluggish consumer spending
due to the stagnation of real wages caused by rising prices.
Under these conditions, the Group will concentrate on “focusing on growth driving businesses,” “recovery of corebusinesses,” “measures to prevent cost rises,” and “creating a foundation to survive the ESG era” in order to enable
sustainable growth under brand value management.
For the three months ended June 30, 2024, the Group’s net sales amounted to 10,497 million yen (up 7.7% year onyear), thanks to a significant contribution from Pet Care, which expanded its business by taking over the Nyantomo
Clean Toilet business from Kao Corporation on June 3, and growth in its main categories, Air Care and Cloth Care.
As for profit, despite price increases for some items, cost increases due to higher purchase prices caused by the weak
yen and higher selling, general and administrative expenses, including marketing expenses and purpose production
expenses associated with the formation of the Medium-Term Management Plan resulted in an operating loss of 138
million yen (operating profit of 101 million yen in the same period of the previous year), ordinary loss of 24 million
yen (ordinary profit of 449 million yen in the same period of the previous year), loss attributable to owners of parent
was 50 million yen (profit attributable to owners of parent of 271 million yen in the same period of the previous year).
Given that the Group operates a single segment of the daily necessities business, operating results by businesscategory are as follows.
In the Air Care (Deodorizers and Air Fresheners) category, we have been engaging in efforts that involve
strengthening high-value added products. Although sales of the mainstay Shoshu-Riki series have slowed, sales of
the Shoshu-Riki Premium Aroma series increased, and Shoshu-Riki Premium Aroma For Sleep for Bedrooms, a
bedroom fragrance to support the creation of a comfortable space, which was launched in the previous fiscal year,
and Shoshu-Riki Compact contributed. Net sales were 4,953 million yen (up 4.0% year on year).
Pet Care (Cat Toiletries) is presented independently from Home Care (Food Care, Cleaners, etc.) category, which
included the pet business in the previous period, because the importance of the pet business as a whole has increased
due to the transfer of the Nyantomo Clean Toilet business. Efforts to further strengthen the Pet Care category utilizing
the Nyantomo Clean Toilet brand resulted in net sales of 600 million yen, compared with net sales of 37 million yen
in the same period of the previous year.
In the Cloth Care (Mothproofing Agents) category, efforts are underway to revitalize the stagnant market. Sales ofexisting core products such as Neopara Ace, Mushuda for Drawers and Clothes Cases, and Mushuda for Closet
increased due to the postponement of the changeover season this spring to the second half of the year, resulting in net
sales of 1,808 million yen (up 15.7% year on year).
In the Home Care (Food Care, Cleaners, etc.) category, efforts to expand new customers are underway, centered onfood care products and the Senjo-Riki brand. Sales of Kome-Touban remained strong, and Senjo-Riki Waterless
Sneaker Cleaner, a detergent for sneakers that easily wipes off bothersome stains with foam, contributed to sales of
1,108 million yen (up 1.5% year on year).
In the Humidity Care (Dehumidifiers) category, we are working to respond to changes in storage patterns. Demandfor dehumidifiers was suppressed due to a review of selling prices in response to rising raw material prices and thelate start of the rainy season, resulting in net sales of 949 million yen (down 2.3% year on year).
In the Thermal Care (Disposable Warmers) category, this is the time of year when there are a lot of end-of season
returns. Because returns were greater than expected, net sales were -29 million yen (net sales of 188 million in thesame period of the previous year).
In the Hand Care (Household Gloves) category, we are promoting efforts to revitalize the market with proposals fordesign and environmental responsiveness that differentiate us from our competitors. Sales of gloves for overseas
markets declined 2.2% year on year to 1,107 million yen, as demand driven by greater awareness of hygiene
weakened.

-2-

S.T. CORPORATION (4951)
Net sales
Composition
Year-on-year(Millions of yen)(%)(%)
Air Care (Deodorizers and Air Fresheners)
4,953
47.2
4.0
Pet Care (Cat Toiletries)
600
5.7
–
Cloth Care (Mothproofing Agents)
1,808
17.2
15.7
Home Care (Food Care, Cleaners, etc.)
1,108
10.6
1.5
Humidity Care (Dehumidifiers)
949
9.0
(2.3)
Thermal Care (Disposable Warmers)
(29)
(0.3)
–
Hand Care (Household Gloves)
1,107
10.6
(2.2)
Total
10,497100.0
7.7
Note: Year-on-year change is the comparison with the figures after the reclassification of the Pet Care (Cat Toiletries).
Year-on-year change for Pet Care (Cat Toiletries) is shown as “-” because it exceeded 1,000%.
Category(2) Outline of financial status for the period under review
Total assets as of June 30, 2024, stood at 47,075 million yen, an increase of 2,314 million yen from the end of theprevious fiscal year. The increase is mainly attributable to factors that include an increase in merchandise and finishedgoods of 1,666 million yen, an increase in goodwill of 4,196 million yen, and a decrease in cash and deposits of 4,067
million yen.
Liabilities were 13,626 million yen, an increase of 2,666 million yen from the end of the previous fiscal year. The
increase is mainly attributable to factors that include an increase in short-term borrowings of 2,003 million yen, andan increase in electronically recorded obligations - operating of 806 million yen.
Net assets were 33,448 million yen, a decline of 351 million yen from the end of the previous fiscal year. The increaseis mainly attributable to factors that include a decrease in retained earnings of 522 million yen, and an increase invaluation difference on available-for-sale securities of 112 million yen.
Consequently, equity amounted to 32,769 million yen and the equity ratio was 69.6%, down 4.5 percentage points
from the end of the previous fiscal year.
(3) Explanation of consolidated earnings forecasts and other forward-looking statements
The consolidated earnings forecasts are unchanged from the forecasts for the six months ending September 30, 2024,
and the fiscal year ending March 31, 2025, announced in the financial results report released on May 7, 2024.
The consolidated earnings forecasts are determined by the Company based on information available as of the date ofthis material’s release. Actual results may differ from the forecast figures due to various factors going forward.

-3-

S.T. CORPORATION (4951)

2. Quarterly consolidated financial statements and significant notes thereto(1) Quarterly consolidated balance sheet(Millions of yen)
As of March 31, 2024
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures, net
Machinery, equipment and vehicles, net
Tools, furniture and fixtures, net
Land
Leased assets, net
Construction in progress
Total property, plant and equipment
Intangible assets
Goodwill
Other
Total intangible assets
Investments and other assets
Investment securities
Long-term loans receivable
Retirement benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets-4-

As of June 30, 2024

13,728
5,982
5,324
238
865
748
(0)
26,885

9,661
5,670
6,991
225
932
1,385
(0)
24,865

3,969
1,544
139
3,609
164
48
9,476

3,923
1,470
166
3,613
180
123
9,477

–
1,217
1,217

4,196
1,230
5,427

6,201
42
5
330
600
(0)
7,180
17,87444,760

6,359
42
5
290
606
(0)
7,304
22,20947,075

S.T. CORPORATION (4951)(Millions of yen)
As of March 31, 2024
Liabilities
Current liabilities
Notes and accounts payable - trade
Electronically recorded obligations - operating
Short-term borrowings
Lease liabilities
Accounts payable - otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Electronically recorded obligations - non-operating
Other
Total current liabilities
Non-current liabilities
Lease liabilities
Deferred tax liabilities for land revaluation
Provision for retirement benefits for directors (andother officers)
Provision for share awards for directors (and otherofficers)
Retirement benefit liability
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Revaluation reserve for land
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Non-controlling interests
Total net assets
Total liabilities and net assets-5-

As of June 30, 2024

2,135
2,349
454
69
1,296
669
162
135
85
2,105
9,463

2,573
3,156
2,457
69
1,394
391
98
31
21
1,978
12,174

70
195

90
195

12

12

48

50

1,146
23
1,496
10,960

1,075
28
1,452
13,626

7,065
7,047
18,280(942)
31,451

7,065
7,047
17,758(942)
30,928

2,201
(470)
(38)
15
1,708
640
33,80044,760

2,313
(470)
(16)
13
1,841
679
33,44847,075

S.T. CORPORATION (4951)(2) Quarterly consolidated statement of income and quarterly consolidated statement of comprehensive income
Quarterly consolidated statement of income (cumulative)(Millions of yen)Three months ended
June 30, 2023
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit (loss)
Non-operating income
Interest income
Dividend income
Purchase discounts
Insurance claim income
Other
Total non-operating income
Non-operating expenses
Interest expenses
Share of loss of entities accounted for using equity
methodForeign exchange losses
Other
Total non-operating expenses
Ordinary profit (loss)
Extraordinary income
Gain on sale of non-current assets
Total extraordinary income
Extraordinary losses
Loss on sale and retirement of non-current assets
Total extraordinary losses
Profit (loss) before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
Profit (loss)
Profit attributable to non-controlling interests
Profit (loss) attributable to owners of parent-6-

Three months ended
June 30, 2024

9,747
6,118
3,629
3,527
101

10,497
6,501
3,995
4,134
(138)

1
75
28
224
47
377

2
81
30
–
29
143

2

4

5

3

16
4
29
449

15
7
29
(24)

0
0

–
–

3
3
446
2
147
150
296
24
271

0
0
(25)
12
(9)
2
(28)
21
(50)

S.T. CORPORATION (4951)
Quarterly consolidated statement of comprehensive income (cumulative)(Millions of yen)Three months ended
June 30, 2023
Profit (loss)
Other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans, net of tax
Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to owners of parent
Comprehensive income attributable to non-controllinginterests-7-

Three months ended
June 30, 2024

296

(28)

162
7
(2)

112
38
(1)

(0)

0

166
462

149
121

431

82

31

38

S.T. CORPORATION (4951)(3) Notes to quarterly consolidated financial statements
Notes on changes in accounting policies
Application of “Accounting Standard for Current Income Taxes,” etc.
The Company has applied the “Accounting Standard for Current Income Taxes” (Accounting Standards Board ofJapan (ASBJ) Statement No. 27, October 28, 2022; the “Revised Accounting Standard of 2022”) and other relevant
ASBJ regulations from the beginning of the first quarter of the fiscal year ending March 31, 2025.
Revisions to the classification of income taxes (taxation on other comprehensive income) are in accordance with thetransitional treatment prescribed in the proviso of Paragraph 20-3 of the 2022 Revised Accounting Standard and theproviso of Paragraph 65-2(2) of the “Guidance on Accounting Standard for Tax Effect Accounting” (ASBJ Guidance
No. 28, October 28, 2022; hereinafter referred to as the “Guidance on the 2022 Revised Accounting Standard”). Thesechanges in accounting policies have no impact on the quarterly consolidated financial statements.
The Guidance on the 2022 Revised Accounting Standard, which revises the treatment of gains or losses on sales ofsubsidiaries’ stocks and other securities arising from sales between consolidated companies that are deferred for tax
purposes in consolidated financial statements has been applied from the beginning of the first quarter of the current
fiscal year. The change in accounting policy has been applied retrospectively, and the quarterly consolidated financial
statements and consolidated financial statements for the previous quarter and the previous fiscal year have been
prepared on a retrospective basis. The change in accounting policy has no effect on the quarterly consolidated
financial statements of the previous quarter or the consolidated financial statements of the previous fiscal year.
Notes on changes in accounting policies which are difficult to distinguish from changes in accounting estimates
Change in the depreciation method for property, plant and equipment
Previously, the Company and its domestic consolidated subsidiaries depreciated property, plant and equipment using
the declining-balance method (except for buildings (excluding facilities attached to buildings) acquired on or after
April 1, 1998 and facilities attached to buildings and structures acquired on or after April 1, 2016, which are
depreciated using the straight-line method), while foreign consolidated subsidiaries mainly used the straight-line
method based on the accounting standards of the countries concerned. However, effective from the first quarter ofthe current fiscal year, the Company and its domestic consolidated subsidiaries have adopted the straight-line method.
In drawing up the S.T. Group Medium-Term Management Plan “SMILE 2027,” we reviewed and examined the useof property, plant and equipment in light of changes in the business environment and a review of management policies.
As a result of this review, the straight-line method of depreciation was deemed to be more reasonable and to more
appropriately reflect the business conditions of the Group, as the equal allocation of acquisition costs over the usefullife of the assets is consistent with the actual use of the assets, and because production facility operating conditions
are expected to remain stable going forward.
As a result, compared with the previous method, depreciation decreased by 29 million yen, operating loss decreasedby 5 million yen, and ordinary loss and loss before income taxes decreased by 5 million yen each in the first quarterof the current fiscal year.
Notes on specific accounting for preparing the quarterly consolidated financial statements
No important matter to be stated.
Notes on segment information
Three months ended June 30, 2023 and three months ended June 30, 2024
This information is omitted as the Group operates the daily necessities segment as a single segment.
Notes when there are significant changes in amounts of shareholders’ equity
Not applicable.
Notes on going concern assumption
Not applicable.
Notes on quarterly consolidated statement of cash flows
Quarterly consolidated statement of cash flows for the three months ended June 30, 2024 is not prepared. Depreciation
and amortization (including amortization related to intangible assets excluding goodwill) and amortization of
goodwill for the first quarter of the fiscal year under review are as follows.
(Millions of yen)Three months ended June 30, 2023
Depreciation
Amortization of goodwill-8-

Three months ended June 30, 2024

304

289

–

35

S.T. CORPORATION (4951)
Notes on business combinations
Business acquisition
At a meeting of the Board of Directors held on December 6, 2023, the Company resolved to acquire the business
related to Kao Corporation’s “Nyantomo Clean Toilet,” a system toilet for cats, and concluded a business transfer
agreement with the company on December 11, 2023.
As a result, the business was transferred on June 3, 2024 pursuant to this agreement.
1. Overview of business acquisition(1) Name of the company to which the business will be transferred and the content of its business(i) Name of counterparty company
Kao Corporation(ii) Description of business to be transferred
Manufacture and sale of cat toilet products, cat chip products,
cat sheet products, cat mat products, cat urine test kit products,
and related businesses developed under the “Nyantomo Clean
Toilet” system toilet for cats.
(2) Purpose of the business acquisition
With the transition to a new structure following the change of president in June 2023, the Company has
formulated a new growth plan, the “100-Day Plan.” As part of this plan, we have identified “Kaori x Wellness
x Global” as our medium- to long-term strategic theme. Going forward, we intend to develop the pet carebusiness as a core business in the wellness domain.
The “Nyantomo Clean Toilet” brand’s product creation and activities, which are based on cat-friendly design,
have received strong support from customers who take a pet-first perspective, and we believe there to be a strong
affinity with our pet care business, which aims “to provide a comfortable living space with pets through air.”The decision to take over the business was made based on the judgment that the combination of the brand powerof “Nyantomo Clean Toilet” and the deodorant technology of S.T. Pet would produce synergistic effects andlead to further enhancement of brand value and business development.
This will accelerate the development of the pet care business, and expand and nurture it as a core business within
our growth strategy.
(3) Date of business acquisition
June 3, 2024
(4) Legal form of business acquisition
Business acquisition in consideration for cash
2. Period of results of the acquired company included in the quarterly consolidated statement of income (cumulative)
From June 3, 2024 to June 30, 2024
3. Acquisition cost of the business to be acquired and breakdown by type of consideration(Millions of yen)

Consideration for acquisition
Acquisition cost

Cash

4,683
4,683

4. Details and amounts of major acquisition-related expenses
Advisory fees, etc.

145 million yen

5. Amount of goodwill recognized, the reason for recognition, and the method and period of amortization(1) Amount of goodwill recognized
4,231 million yen
Calculation of the amount of goodwill is tentative because the fair value of the identifiable assets has not yet
been determined and the allocation of acquisition costs has not been completed as of the end of the first quarterof the current fiscal year.
(2) Reason for recognition
This is the excess earning power expected from future business development.
(3) Method and period of amortization
Straight-line method over ten years-9-S.T. CORPORATION (4951)
6. Amounts of assets acquired and liabilities assumed on the date of the business combination, and the major
components thereof
Not finalized at the present moment.
Notes on significant post-balance sheet events
Business combination by acquisition
On July 1, 2024, the Company conducted a business combination through a partial exchange of shares (the “Partial
Share Exchange”), with the Company as the parent company through exchange of shares and Shaldan Co., Ltd., as
the subsidiary company through exchange of shares.
1. Overview of business combination(1) Name of acquired company and its business content
Name of acquired company
Shaldan Co., Ltd.
Business content
Non-life insurance agency, real estate leasing, etc.
(2) Main reason for business combination
Improve the Company’s shareholder structure and the liquidity of the Company’s shares(3) Date of business combination
July 1, 2024
(4) Legal form of business combination
Delivery of shares in exchange for shares of the Company(5) Name of company after business combination
No change.
(6) Ratio of voting rights to be acquired
Ratio of voting rights held before the business combination–%
Ratio of voting rights after the acquisition
100.0%(7) Main reason for deciding the acquiring company
Because the Company received shares of Shaldan Co., Ltd., in exchange for shares issued by the Company.
2. Share delivery ratio by share type and method of calculation(1) Share exchange ratio by share type20.41 shares of common shares of the Company were allocated for each share of common shares of ShaldanCo., Ltd.
(2) Number of shares delivered
4,163,640 shares(3) Method used to calculate the share exchange ratio
In considering the partial share exchange ratio for the Partial Share Exchange, with the aim of ensuring thefairness and appropriateness, the Company selected KPMG FAS Co., Ltd., a third-party institution independentof the Company and Shaldan Co., Ltd., and obtained a report on calculation of partial share exchange ratio as of
May 17, 2024. Referring to these calculation results, the Company comprehensively considered and conducted
repeated analyses on the status of assets and liabilities of Shaldan Co., Ltd., its current situation and future
prospects and other factors. As a result, the Company decided that the partial share exchange ratio specified in
the above (1) would be appropriate, not undermining the interest of the Company’s shareholders, as it is within
the partial share exchange ratio range calculated by KPMG FAS Co., Ltd.
3. Acquisition cost for the acquired company(Millions of yen)

Market value of the Company’s common shares delivered on the date of business combination
Acquisition cost
4. Details and amounts of major acquisition-related expenses
Advisory fees, etc.

42 million yen- 10 -

6,549
6,549

S.T. CORPORATION (4951)
5. Amount of goodwill recognized, the reason for recognition, and the method and period of amortization
Not finalized at the present moment.
6. Amounts of assets acquired and liabilities assumed on the date of the business combination, and the major
components thereof
Not finalized at the present moment.

Absorption-type merger of wholly owned subsidiary
On July 29, 2024 (by written resolution of the Board of Directors pursuant to Article 370 of the Companies Act), theCompany resolved to merge with its wholly owned subsidiary Shaldan Co., Ltd., by absorption (the “Merger”), with
an effective date of September 27, 2024.
1. Purpose of the merger
Effective as of July 1, 2024, the share issuance (the “Share-for-Share Exchange”) was completed, making theCompany the parent company through share issuance and Shaldan Co., Ltd., the subsidiary company through shareissuance, and Shaldan Co., Ltd., became a wholly owned subsidiary of the Company. On the other hand, ShaldanCo., Ltd., which became a subsidiary of the Company, holds a considerable number of the Company’s shares, andthis merger is being conducted in response to the requirement that the Company’s shares held by Shaldan Co., Ltd.,
which has become a subsidiary of the Company, be disposed of at a reasonable time (Article 135, Paragraph 3 of
the Companies Act).
2. Overview of the Merger(1) Schedule of the merger
Board of Directors resolution approving the merger (Shaldan Co., Ltd.)Board of Directors resolution approving the merger (S.T. CORPORATION)
Date of conclusion of the merger agreement
Scheduled date of merger (effective date)July 26, 2024
July 29, 2024
July 29, 2024
September 27, 2024

Since the Merger falls under the category of a simplified merger as stipulated in Article 796, Paragraph 2 of theCompanies Act for the Company and a short-form merger for the absorbed company as stipulated in Article
784, Paragraph 1 of the same act, neither company will hold a general shareholders’ meeting to approve theabsorption merger agreement.
(2) Method of merger
Absorption-type merger where the Company is the surviving company, and Shaldan Co., Ltd. is the disappearing
company(3) Description of allotment concerning the merger
As the Merger is an absorption-type merger with a wholly owned subsidiary of the Company, the Merger will
not involve allotments of new shares or money, etc.
(4) Handling of the disappearing company’s share acquisition rights and bonds with share acquisition rights
Not applicable.
3. Overview of the companies involved in the Merger (as of March 31, 2024)(1) Name(2) Address

Surviving company in the absorptiontype merger
S.T. CORPORATION
4-10, Shimoochiai 1-chome, Shinjukuku, Tokyo, Japan

Disappearing company in the absorptiontype merger
Shaldan Co., Ltd.
4-10, Shimoochiai 1-chome, Shinjukuku, Tokyo, Japan(3) Title and name of
Yo Kozuki, President & CEO
Manabu Ibaraki, Representative Director
representative(4) Description of
Development, manufacture and sales of Non-life insurance agency, real estatebusinessdaily necessities
leasing, etc.
(5) Amount of share¥7,065 million¥51 million
capital(6) Date of establishment
August 1948
June 1981- 11 -

S.T. CORPORATION (4951)
Surviving company in the absorptiontype merger

Disappearing company in the absorptiontype merger(7) Number of issued
27,163,640 shares
204,000 sharesshares(8) Fiscal year end
End of March
End of February(9) Major shareholders
The Master Trust Bank of Japan 7.85% S.T. CORPORATION
100.00%and shareholding ratio (Trust Account)
Kanichi Suzuki
7.14%
Nippon Life Insurance
6.34%
Company
Takako Suzuki
4.99%
Custody Bank of Japan, Ltd. as 4.19%
trustee for Mizuho Bank, Ltd.
Retirement Benefit Trust
Account re-entrusted by Mizuho
Trust & Banking Co., Ltd.
Takashi Suzuki
3.16%
FUMAKILLA LIMITED
2.57%
Chizuko Mikami
2.56%
Suzuki Seiichi Shoten Ltd.
2.51%
MUFG Bank, Ltd.
2.49%
(10) Financial position and operating results for the most recent fiscal year
Fiscal year end
Fiscal year ended March 31, 2024
Fiscal year ended February 29, 2024
(consolidated)(non-consolidated)
Net assets¥33,800 million¥1,918 million
Total assets¥44,760 million¥3,388 million
Net assets per share¥1,487.93¥9,404.46
Net sales¥44,472 million–
Operating profit (loss)¥1,341 million¥(15) million
Ordinary profit¥1,930 million¥196 million
Profit attributable to¥1,274 million¥168 million
owners of parent
Basic earnings per share¥57.23¥826.53
Notes: 1. The “Address,” “Representative Director,” and “Major shareholders and shareholding ratio” of Shaldan Co., Ltd., are recorded asof the date of submission.
2. The “Number of issued shares” of the Company is as of the date of submission.
3. The Company’s “Major shareholders and shareholding ratio” shows information based on the Company’s latest register ofshareholders (as of March 31, 2024) and reflects changes in the Company’s shares due to the Share-for-Share Exchange, which
took effect on July 1, 2024. The “Major shareholders and shareholding ratio” as of the filing date may differ from the above.
4. The Company holds 489,000 shares of treasury shares, while its subsidiary Shaldan Co., Ltd., holds 5,587,000 shares of theCompany’s shares, both are excluded from the list of major shareholders. The shareholding ratio is calculated excluding treasury
shares and shares of the Company held by Shaldan Co., Ltd.
5. The “Profit attributable to owners of parent” for Shaldan Co., Ltd., is recorded as “net profit for the period.”

4. Status after the Merger
There is no change to the Company’s name, address, title and name of representative, description of business,share capital or fiscal year end as a result of the Merger.
5. Future outlook
The impact of the Merger on consolidated financial results is currently under close examination. We will promptly
announce details as soon as they become available.
In addition, in order to enhance its corporate value, the Company will consider the cancellation of shares whichbecome treasury shares following the merger.

- 12 -