[Translation for Reference Only]ENGLISH TRANSLATION OF DOCUMENT IN JAPANESE
This is an English translation of an original document in Japanese and is only provided for convenience.
In all cases, the original Japanese version takes precedence.
January 27, 2022
For Immediate Release
Company Name
Representative

Inquiries

Company Name
Representative

Inquiries

MIRAIT Holdings Corporation
President and Chief Executive Officer
NAKAYAMA Toshiki(Code No.: 1417
First Section of the Tokyo Stock Exchange)
Director and General Manager of Strategy
AOYAMA Koji
(TEL. +81-3-6807-3119)

Seibu Holdings Inc.
President & Chief Executive Officer
GOTO Takashi(Code No.: 9024
First Section of the Tokyo Stock Exchange)
General Manager of Corporate
Communication
KAWAKAMI Kiyoto(TEL. +81-3-6709-3112)

Notice Regarding Conclusion of Share Transfer Agreement Under Which Seibu Construction Co., Ltd.
Will Become a Subsidiary of MIRAIT Holdings Corporation, Constituting a Transfer of Subsidiary(Sub-subsidiary) of Seibu Holdings Inc.
MIRAIT Holdings Corporation (“MIRAIT HD”) has resolved at the meeting of its Board of Directors held today tomake Seibu Construction Co., Ltd. (“Seibu Construction”) a subsidiary through the acquisition of 95% of the sharesof Seibu Construction held by Seibu Railway Co., Ltd. (“Seibu Railway”), which is a consolidated subsidiary ofSeibu Holdings Inc. (“Seibu HD”). In addition, Seibu HD has resolved at the meeting of its Board of Directors held
today to have Seibu Railway transfer 95% of the shares it holds of Seibu Construction to MIRAIT HD.
Furthermore, MIRAIT HD and Seibu HD hereby announce that MIRAIT HD has concluded a share transfer
agreement with Seibu Railway today as follows. As a result of this share transfer, Seibu Construction will cease to bea consolidated subsidiary of Seibu HD and become a consolidated subsidiary of MIRAIT HD.

1.

Reasons for acquisition and transfer of shares
The MIRAIT Group has expanded business in fields such as the information communication engineeringbusiness and the solutions business, mainly for communications carriers. To deal with the rapidly changing
business environment surrounding the MIRAIT Group, the Group will transform its business structure, aiming
for further corporate growth in the future. Specifically, the Group will bring management resources together for
growth areas that will place “Future Domains*1,” which includes “contribution to the creation ofenvironmentally-friendly and resilient communities” and “participation in the green power business contributing
1

to an era of decarbonization,” as its new growth strategy in the new group structure, created through theintegration of MIRAIT HD, MIRAIT Corporation and MIRAIT Technologies Corporation, which is planned
early next fiscal year.

As a result of considerations regarding the vision for the business portfolio aiming to become “the best andstrongest lifestyle support corporate group” in a post-COVID-19 society, Seibu HD agreed with this sharetransfer as it has judged that it will capture opportunities to realize asset-light business operations, which is one
aspect of the management reform in “Notice Regarding the Formulation of “FY2021-FY2023 Seibu Group’s
Medium-term Management Plan,” which was announced on May 13, 2021, and that transferring the shares toMIRAIT HD will contribute to medium- to long-term growth of Seibu Construction going forward.

Through this share acquisition, MIRAIT HD will accelerate proactive business development in “FutureDomains,” which will provide total solutions, from consulting proposals to design, construction and operation,
for the community creation business and business related to green energy, combining communications,construction, civil engineering, electricity, data control, EMS, etc. by mutually supporting, sharing and utilizing
management resources held by MIRAIT HD and Seibu Construction.

Seibu Construction is a general construction company established in 1941 whose strengths lie in the Seibu
Group’s railway-related construction projects as well as construction and civil engineering for area development
along its railway lines and at resorts, etc. It aims to realize its management philosophy of being a “vibrantcompany that shares joy and is trusted by society.” As a member of the Seibu Group for many years since its
foundation, Seibu Construction has contributed to the development of communities and society through“manufacturing.”
Due to this change in shareholders, Seibu Construction will grow even more going forward by mutuallysupporting, sharing and utilizing management resources held by MIRAIT HD and Seibu Construction under theumbrella of MIRAIT HD.

The MIRAIT Group and the Seibu Group will advance cooperative initiatives for the utilization ofcommunications technology for social infrastructure, the introduction of green energy, etc. on the basis of having
a good relationship of trust in order to carry out collaborative business.

*1

Future Domains: As the new growth strategy for the MIRAIT Group, the Group will clarify business domains
in which it will pursue business growth as the “Future Domains,” and aim to develop business using a “fullvalue model” that carries out solutions combining various technological fields, such as communications,construction, civil engineering, and electricity, for comprehensive value provision from proposals tomaintenance and operation.
・ Reference: Presentation materials: “Financial Results Presentation for Q2 FYE 3/2022” (November 19,2021) https://ir.mirait.co.jp/en/news/2

2.

Description of the subsidiary to be transferred (Seibu Construction Co., Ltd.)
(1)

Name

Seibu Construction Co., Ltd.

(2)

Head office location

1-16-15 Minami-Ikebukuro, Toshima-ku, Tokyo(3)

Title and name of the representative(4)

Business activities(5)

Share capital¥11,000 million(6)

Date of establishment

November 11, 1941

Major shareholders and shareholding

Seibu Railway Co., Ltd.: 100%

(7)

President & Chief Executive Officer
SATO Makoto
General construction business including civil engineering andconstruction, and other general construction work

ratio
Relationship between MIRAIT HD andthe company concerned

Capital relationship

Not applicable

Personnel relationship

Not applicable

Transactional relationship

Not applicableSub-subsidiary in which Seibu HD

Capital relationshipindirectly holds a 100% stake.

(8)
Relationship between Seibu HD and the

Seibu HD dispatches officers to the

Personnel relationshipcompany concerned.

company concerned

Seibu HD has transactions withTransactional relationshipmultiple consolidated subsidiaries,including Seibu Railway Co., Ltd.

(9)

Operating results and financial position of the company concerned for the last three years

Fiscal year ended

March 31, 2019

March 31, 2020

March 31, 2021

Net assets¥37,656 million¥39,451 million¥41,724 million

Total assets¥73,666 million¥78,896 million¥69,851 million

¥672

¥704

¥745

Net sales¥81,484 million¥80,252 million¥68,645 million

Operating profit¥4,717 million¥4,482 million¥2,965 million

Ordinary profit¥4,821 million¥4,621 million¥3,085 million

Profit¥3,582 million¥4,533 million¥2,463 million

Earnings per share¥63.97¥80.94¥43.99Dividends per share¥19.19¥24.28¥13.20Net assets per share3

Description of the transferor of shares

3.

(1)

Name

Seibu Railway Co., Ltd.

(2)

Location

1-16-15 Minami-Ikebukuro, Toshima-ku, Tokyo(3)

Title and name of the representative(4)

Business activities(5)

Share capital¥56,665 million(6)

Date of establishment

May 7, 1912

(7)

Net assets

As of March 31, 2021: ¥306,491 million(8)

Total assets

As of March 31, 2021: ¥849,376 million(9)(10)Major shareholders and shareholding
ratio

Relationship between MIRAIT HD andthe company concerned

President and Representative Director
KITAMURA Kimio
Railway business, tourism business along railway lines and realestate business

Seibu Holdings Inc.: 99.99%
Capital relationship

Not applicable

Personnel relationship

Not applicable

Transactional relationship

Not applicable

Relationship with related

Not applicableparties4.

Description of the transferee of shares

(1)

Name

MIRAIT Holdings Corporation(2)

Location

5-6-36 Toyosu, Koto-ku, Tokyo(3)

Title and name of the representativePresident and Chief Executive Officer
NAKAYAMA Toshiki
Telecommunications engineering work, electrical work, civil(4)

Business activities

engineering work and construction work, and management control
of its subsidiaries and Group companies engaged in theaforementioned businesses(5)

Share capital¥7,000 million(6)

Date of establishment

October 1, 2010(7)

Net assets

As of March 31, 2021: ¥111,920 million(8)

Total assets

As of March 31, 2021: ¥166,364 million

Major shareholders and shareholding

Custody Bank of Japan, Ltd. (Trust Account) 10.74%

ratio

The Master Trust Bank of Japan, Ltd. (Trust Account) 9.38%(9)Sumitomo Electric Industries, Ltd. 3.60%(10)Relationship between Seibu HD and thecompany concerned

Capital relationship

Not applicable

Personnel relationship

Not applicable

Transactional relationship

Not applicable

Relationship with related

Not applicableparties4

5.

Number of shares transferred, owned shares before and after transfer, and acquisition price
MIRAIT HD

Shareholding

Seibu Railway

ratio
Number of shares owned before

0 sharesShareholding
ratio

0%

56,000,000 shares

100.00%transfer[Number of voting rights]
Number of shares transferred[Number of voting rights]
Number of shares owned after[0][56,000,000]

53,200,000 shares––[53,200,000]
53,200,000 shares

95.00%

2,800,000 shares

5.00%

transfer[Number of voting rights]
Acquisition price(including advisory fee, etc.)

6.

[53,200,000][2,800,000]

Total approximately ¥62.0 billion

Schedule(1)

Date of resolution of the meeting of the Board of Directors

January 27, 2022

(2)

Date of conclusion of share transfer agreement

January 27, 2022

(3)

Date of share transfer

March 31, 2022 (scheduled)7.

Future outlook
As for MIRAIT HD, the effect of this share transfer on the MIRAIT Group’s operating results is expected to beimmaterial for the current fiscal year but it is expected to contribute to increased earnings in the medium to longterm from the next fiscal year. In addition, the effect of this share transfer on Seibu HD is as stated in “NoticeRegarding Recognition of Extraordinary Income at a Subsidiary Resulting From Transfer of Shares of a Subsubsidiary” separately announced by Seibu HD today.

End5