October 29, 2015
(Translated from the Japanese original)
Company Name:
Representative:
Stock Listing:Stock Code:Contact:
Phone:

IT Holdings Corporation
Norio Maenishi, President
First Section of the Tokyo Stock Exchange
3626
Iwao Sakuma, General Manager,
PR & IR Department+81-3-5338-2272 (in Japan, 03-5338-2272)

Notice regarding Group Reorganization (Merger of Subsidiaries (Simplified and Short-Form)),
Name Change and Partial Revision of Articles of Incorporation
IT Holdings Corporation (hereafter, “ITHD” and “the Company”) hereby announces that the Board ofDirectors decided at its meeting today to move ahead with reorganization of the Group (hereafter, “theReorganization”), encompassing the Company and its wholly owned subsidiaries and to also change
the corporate name, effective July 2016, and partially revise the Articles of Incorporation. Details areprovided below.
Because the Reorganization (simplified and short-form merger) targets the Company and its whollyowned subsidiaries, some items and descriptions have been omitted from the following disclosure.
Details
I. About the Reorganization
1. Purpose
As indicated in the press release “Beginning of Deliberations on Group Reorganization,” dated May 8,
2015, management launched a review of the existing group structure and deliberation approaches forbuilding a framework primed for top business performance through reorganization that would, inconjunction with the start of the Third Medium-term Management Plan, facilitate overall optimizationof Group capabilities and enhance portfolio management.
From this process, management concluded that ITHD and wholly owned subsidiary TIS, Inc.
(hereafter, “TIS”), would merge in July 2016 under a structure wherein the Company functions as anoperating holding company. Ahead of this transition, management plans to reallocate somebusinesses between TIS and INTEC, Inc. (hereafter, “INTEC”) in April 2016.
Management believes the reorganization will maximize the Group’s operating competitivenessand strengthen governance practices, which will fuel further improvement in corporate value andshareholder value of the Company.
2. Overview of the Reorganization(1) Basic scheme
This will be an absorption-style merger (hereafter, “the merger”) wherein TIS is absorbed into
ITHD and dissolved, with ITHD as the surviving company.

1(2) Schedule
Board of Directors (ITHD) meet to approve merger agreement
October 29, 2015Board of Directors (TIS) meet to approve merger agreement
October 28, 2015
Merger agreement concluded
October 29, 2015
Date of merger (Effective date) (Planned)
July 1, 2016
If, as preparations go forward, a major situation arises with the potential to significantly impede
execution of the merger plan as it currently stands, key points of the merger, such as date,procedures and terms, may be changed through mutual consultation by ITHD and TIS.
(3) Merger outlinei. Method
This will be an absorption-style merger with ITHD as the surviving company and TIS being
dissolved.
ii. Details of allocation relating to the merger
There will be no allocation of shares or other compensation due to the merger.
iii. Treatment of stock acquisition rights or bonds with stock acquisition rights accompanying themerger
There are no applicable items.
3. Outline of the Merging Companies
Surviving Company(1) Name
IT Holdings Corporation(2) Head office17-1, Nishi-Shinjuku 8-chome, Shinjuku-ku, Tokyo(3) Representative
Norio Maenishi, President(4) Business
Management of Group companies and related business(5) Paid-in capital¥10,001 million(6) Established
April 1, 2008
(7) Number of shares
87,789 thousand
issued(8) Fiscal year-end
March 31(9) Major shareholders
The Master Trust Bank of Japan, Limited (Trust Account)
5.8%and shareholding
Japan Trustee Services Bank, Limited (Trust Account)
5.7%
ratiosICHIGO Trust
5.6%
Employees’ Shareholding Association of IT Holdings Corporation 2.8%
Nippon Life Insurance Company
2.4%(10) Financial status and Net assets¥188,789 million (consolidated)business results forTotal assets¥345,851 million (consolidated)most recent fiscalNet assets per share¥2,108.19 (consolidated)
year (Year ended
Net sales¥361,025 million (consolidated)
March 31, 2015)
Operating income¥21,121 million (consolidated)
Recurring profit¥21,251 million (consolidated)
Net income¥10,275 million (consolidated)
Net income per share¥117.40 (consolidated)2

Company to be dissolved(1) Name(2) Head office(3) Representative(4) Business(5) Paid-in capital(6) Established(7) Number of sharesissued(8) Fiscal year-end(9) Major shareholders
and shareholdingratios(10) Financial status andbusiness results formost recent fiscalyear (Year ended
March 31, 2015)

4. Status after Merger(1) Name(2) Head office(3) Representative(4) Business(5) Paid-in capital(6) Fiscal year-end

TIS, Inc.
17-1, Nishi-Shinjuku 8-chome, Shinjuku-ku, Tokyo
Toru Kuwano, Chairman and President
Outsourcing services, software development and solution services related
to investment in information technology¥23,110 million
April 28, 1971
45,336 thousand
March 31
IT Holdings Corporation

Net assets
Total assets
Net assets per share
Net sales
Operating income
Recurring profit
Net income
Net income per share

100%¥116,038 million (non-consolidated)¥173,737 million (non-consolidated)¥2,599.48 (non-consolidated)¥148,819 million (non-consolidated)¥6,210 million (non-consolidated)¥7,424 million (non-consolidated)¥4,098 million (non-consolidated)¥90.39 (non-consolidated)

IT Holdings Corporation
17-1, Nishi-Shinjuku 8-chome, Shinjuku-ku, TokyoToru Kuwano, President
Outsourcing services, software development and solution services related
to investment in information technology¥10,001 million
March 31

5. Outlook
The merger is a reorganization between the Company and a wholly owned subsidiary so the impact
on consolidated results in the current fiscal year is minimal.
II. Change in Name
1. Reason
Due to reorganization of the ITHD Group, as described in I. above, the Company is to transition froma pure holding company to an operating holding company that operates and oversees the activities ofGroup companies and also conducts associated businesses. In line with this shift, the Company will
adopt the high-profile name of its operating company.
This change in name is conditioned upon shareholder approval of a proposal for partial revision of
the Articles of Incorporation at the 8th General Meeting of Shareholders scheduled for June 24, 2016.
2. New nameTIS Inc.
3. Effective dateJuly 1, 2016 (planned)3III. About Partial Revision of Articles of Incorporation
1. Purpose
Due to reorganization of the ITHD Group, as described in I. above, the Company is to transition froma pure holding company to an operating holding company that runs and oversees the activities ofGroup companies and also conducts associated businesses. In line with this shift, the Company will
adopt the high-profile name of its operating company, necessitating partial revision of the Articles ofIncorporation.
This partial revision of the Articles of Incorporation is conditioned upon shareholder approval of a
proposal to this end, which will be put forth at the 8th General Meeting of Shareholders scheduled forJune 24, 2016.
2. Content of revision
Current Article(Name)
Article 1
The Company’s name shall be IT Holdings
Corporation in English.

(Changes are underlined.)
Proposed Change(Name)
Article 1
The Company’s name shall be TIS Inc. inEnglish.

(The rest of the article is omitted.)(The rest of the article is omitted.)

3. Schedule(1) Board of Directors’ resolution(2) Approval by shareholders at General Meeting of Shareholders(3) Date revision takes effectOctober 29, 2015
June 24, 2016
July 1, 2016

Reference: ITHD’s Consolidated Performance Forecast (Announced May 8, 2015) and Previous
Year’s Actual Results(Millions of yen)
Net income
Net income
Operating Recurring attributable
Net sales
per shareincome
profitto parent(yen)
company
Fiscal 2016
consolidated forecast
370,000
23,50023,00012,800146.34(Year ending March 31, 2016)
Fiscal 2015
consolidated reuslts
361,025
21,121
21,251
10,275117.40(Year ended March 31, 2015)

END4