November 12, 2020

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 Commencement of Consideration and Preparations Aimed at Merger
with Consolidated Subsidiaries
MIRAIT Holdings Corporation (“the Company”) passed a resolution in the meeting of the Board of Directors held
today to commence consideration and preparations aimed at a three-way merger (“the Merger”) of the Company withthe two business companies MIRAIT Corporation and MIRAIT Technologies Corporation, which are its whollyowned subsidiaries.

1.

Purpose of the Merger
MIRAIT Corporation and MIRAIT Technologies Corporation, which are the core business companies of theGroup, have expanded their respective businesses in areas such as telecommunications engineering business andthe solutions business mainly for telecommunications carriers, and have made significant contributions to theenhancement of corporate value of the Group. However, due to rapid changes in the surrounding businessenvironment, the Group is faced with the pressing issue of transforming its business structure in order to achieve
further corporate growth in future. Specifically, this would involve (1) making growth areas such as the solutions
business and new areas (frontier business) into core businesses, (2) making the telecommunications engineeringbusiness more profitable, and (3) strengthening the management base.
Based on these conditions, the Group will accelerate the transformation of the business structure through theMerger in order to reduce costs further increase earning capacity by further increasing the speed of decisionmaking within the Group, improving the efficiency of the management system and concentrating management
resources, with the aim of continuing to be a Group that is trusted to create and protect the social infrastructure ofthe future (telecommunications and energy).

2.

Summary of the Merger(1)

Schedule of the Merger
The Group aims to conclude the Merger early in FY2022.

(2)

Format of the Merger
The Merger will be considered under the assumption that it will be an absorption-type merger with theCompany as the surviving company.

(3)Other(i) It is a merger with MIRAIT Corporation and MIRAIT Technologies Corporation, which are whollyowned subsidiaries of the Company, and will not involve the issuance of new shares of exchange ofcash, etc.
(ii) Changes to the Company’s trade name and businesses associated with the Merger require anamendment of the articles of incorporation, which will require a separate resolution by the general
meeting of shareholders.

3.

Future outlook
Efforts will be made to quickly form one team for growth areas such as the solutions business and new areas(frontier business), and also to thoroughly improve the efficiency and maximize the profit of thetelecommunications engineering business, but the specific details will be considered once the necessary projects
have been launched in future.
At the present time, the impact of such efforts on the results for the current fiscal year are minor, and notification
will be provided once the details have been finalized.

End(Reference)

Overview of the companies subject to the merger (As of March 31, 2020)
Company surviving
Company absorbed inabsorption-type merger
absorption-type merger(1)
MIRAIT Holdings
Name
MIRAIT CorporationCorporation(2)
5-6-36 Toyosu, Koto-ku,
5-6-36 Toyosu, Koto-ku,
Address
TokyoTokyo(3) Name and title of Toshiki Nakayama,
Toshiki Nakayama,
President and Chief Executive Officer
President and Chief Executive Officer
representative
Telecommunications engineering work,(4)
electrical work, civil engineering work
Telecommunications engineering work,
Businessand building construction work;
electrical work, civil engineering work
description
management of subsidiaries and Groupand building construction work

Company absorbed inabsorption-type merger
MIRAIT Technologies
Corporation
3-3-15 Edobori, Nishi-ku,
Osaka-shi, Osaka
Yasushi Totake, President
Telecommunications engineering work,
electrical work, civil engineering workand building construction work

companies(5) Amount of sharecapital(6) Date established(7) Number of shares
outstanding(8) Fiscal year end(9) Employees(10)

7,000 million yen

5,610 million yen

3,804 million yen

October 1, 2010

December 21, 1944

June 15, 1960

108,325,329 shares

41,112,324 shares

44,915,329 shares

March

MarchMarch(Non-consolidated) 100(Non-consolidated) 2,716(Non-consolidated) 1,217
Japan Trustee Services
Bank Ltd. (Trust Account)(*1)
10.13%
Major shareholders Sumitomo Electric
MIRAIT Holdings
MIRAIT Holdings
and shareholding Industries, Ltd.
CorporationCorporationratio
8.87%
100%
100%
The Master Trust Bank ofJapan, Ltd. (Trust Account)
6.82%(11) Operating results and financial condition for the most recent fiscal year (fiscal year ended March 31, 2020)
Consolidated net assets
218,710
105,547
53,334
Consolidated total assets

352,134

160,846

112,189

Consolidated net assets
per share (yen)2,006.42

2,567.30

1,145.13

Consolidated net sales

441,166

210,694

125,779

21,993

12,607

3,966

23,207

13,386

3,792

15,220

8,643

2,167

149.93210.24

48.26

Consolidated operating
incomeConsolidated
ordinary
incomeNet income attributable toowners of parent
Consolidated net income pershare (yen)(units: millions of yen, unless otherwise noted)(*1) Japan Trustee Services Bank Ltd. merged with JTC Holdings, Ltd. and Trust & Custody Services Bank, Ltd. on
July 27, 2020, and is currently Custody Bank of Japan, Ltd.
End