February 20, 2020

To whom it may concern
TOKAI Holdings Corporation
Katsuhiko Tokita, President & CEO(Code No. 3167 Tokyo Stock Exchange First Section)

Notice of Acquisition of Shares of SENDAI CATV Co., Ltd. (Transfer toConsolidated Subsidiary)
TOKAI Holdings Corporation (hereinafter “Company”) announces that the Board of Directors held onFebruary 20, 2020 resolved TOKAI Cable Network Corporation (Headquarters: Numazu City, Shizuoka
Prefecture; Representative Director and President: Mitsuhaya Suzuki), a wholly owned subsidiary of theCompany, to acquire shares of SENDAI CATV Co., Ltd. (Headquarters: Sendai City, Miyagi Prefecture;
Representative Director and President: Yoshiaki Kikuchi) (hereinafter “Share Acquisition”), and transfer thecompany to a consolidated subsidiary as stated below.
1． Purpose of Acquisition of Shares
TOKAI Group is promoting growth strategies centered on the medium-term management plan “Innovation
Plan 2020 ‘JUMP’” whose final year is FY2020. In addition to growth of existing businesses, this plan aims
to accelerate the growth of the Group through leveraging. As specific strategies, active promotion of M&Aand alliance investments are made to expand customer base and strengthen profitability.
Since the launch of the CATV business in Shizuoka Prefecture in 1988, TOKAI Group has continued toexpand the business through M&A. As of December 31, 2019, broadcasting and communications (internetaccess) services are offered in six prefectures, namely Tokyo, Shizuoka, Kanagawa, Chiba, Nagano, andOkayama, the former services enjoyed by 801 thousand customers and the latter by 287 thousand customers.
SENDAI CATV Co., Ltd., whose shares will be acquired this time, is a cable television operator covering
areas of Sendai City and Natori City in Miyagi Prefecture. In addition to terrestrial, BS, and CS
broadcastings, services such as multi-channel broadcasting and internet access are offered to 57 thousand
customers. Execution of Share Acquisition was decided under the judgment that this acquiring of shares will
expand marketing areas of TOKAI Group’s CATV and lifestyle-related services in the said regions and createsynergies through mutual utilization of know-hows, thus leading to the improvement of the Group’s
corporate value over the mid to long term and contributing to the further development of local communities.
2． Overview of the Consolidated Subsidiary (SENDAI CATV Co., Ltd.) Transferred(1)Company NameSENDAI CATV Co., Ltd.
(2)
Location
1-15-5 Honcho, Aoba-ku, Sendai-shi, Miyagi Prefecture
Name and position ofRepresentative Director and President Yoshiaki Kikuchi(3)
representative(4)
Business activities
CATV business and incidental business(5)
Capital
3.5 billion yen(6)
Establishment date
March 11, 1983
Major shareholders
Dowa Kogyo Corporation(7)
and shareholding ratio Dowa Keibi Corporation
CapitalNot applicableRelationship between relationshipthe listed companyPersonal(8)
Not applicableand the relevant
relationshipcompany
BusinessNot applicable
relationship174.2%
13.7%

(9)Business results and financial condition of the relevant company for the past three years
Accounting period
FYE3/17 (yen)FYE3/18 (yen)FYE3/19 (yen)
Net Assets
1,673,000,000
1,736,000,000
1,787,000,000
Total Assets
2,440,000,000
2,363,000,000
2,430,000,000
Net Assets per Share
23,90924,81025,533
Net Sales
1,066,000,000
1,057,000,000
1,037,000,000
Operating Profit
52,000,000
76,000,000
66,000,000
Ordinary Profit
30,000,000
64,000,000
57,000,000
Net income
25,000,000
63,000,000
50,000,000
Net Income per Share
362900722
Dividend per Share
3． Overview of Counterparty of Share Acquisition
Dowa Kogyo Corporation (Number of shares to be acquired: 51,970 shares)(1)
Company Name
Dowa Kogyo Corporation(2)
Location
4-6-1 Ichibancho, Aoba-ku, Sendai-shi, Miyagi Prefecture
Name and position of(3)
Representative Director and President Kazuhiro Sugai
representative(4)
Business activities
Comprehensive building management business(5)
Capital177.5 million yen(6)
Establishment date
March 1, 1961
Relationship between
the listed company
There is no significant capital, personal, and business relationships.
(7)
and the relevantcompany
Dowa Keibi Corporation (Number of shares to be acquired: 9,600 shares)(1)
Company Name
Dowa Keibi Corporation(2)
Location
3-2-1 Chuo, Aoba-ku, Sendai-shi, Miyagi Prefecture
Name and position ofRepresentative Director and President Hirotomo Takahashi(3)representative(4)
Business activities
Security business(5)
Capital212.5 million yen(6)
Establishment date
September 19, 1967
Relationship between
the listed companyThere is no significant capital, personal, and business relationships.
(7)
and the relevantcompany
4． Number of Shares to be Acquired, Acquisition Cost, and Number of Shares Held Before and After
Transfer
Zero shares
Number of shares(1)(Number of voting rights: zero)held before transfer(Ratio of voting rights ownership: 0%)61,570 shares
Number of shares to(2)(Number of voting rights: 61,570)
be acquired(Ratio to number of shares issued: 87.9%)
Acquisition cost will not be disclosed due to the counterparty request.
The cost, however, is recognized to be a fair value decided after mutual(3)Acquisition Cost
consultation based on the share value calculated by a third-party
organization.
61,570 shares
Number of shares to(Number of voting rights: 61,570)(4)
be held after transfer(Ratio of voting rights ownership: 87.9%)2

5． Schedule(1)
Date of resolution by
Board of Directors(2)Contract Date
(3)
Execution date ofshare transfer

February 20, 2020
March 10, 2020 (planned)
March 31, 2020 (planned)

6． Future Outlook
The impact of this transaction on the Company’s consolidated operating results for the fiscal year ending inMarch 2020 is recognized as insignificant.

Contact: Yoshihiro Taniguchi
Public Relations and Investor Relations Office
TEL: +81-(0)54-273-4878
Email: overseas_IR@tokaigroup.co.jp

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