May 15, 2012

Company Name

Nippon Light Metal Co., Ltd.

Representative

Takashi Ishiyama, President and CEO(Code No. 5701

Tokyo Stock Exchange 1 Section, Osaka Stock Exchange 1 Section)

Contact

Mr. Yoshinori Nonaka, General Manager, IR & Public Relations

stst(Tel +81-3-5461-9333)

Notice on Establishment of Holding Company through Sole Share Transfer

Nippon Light Metal Co., Ltd., announced that its Board of Directors resolved at the meeting held today that
the Company will, upon following the set procedures including the approval and resolution of the General
Shareholders Meeting, establish a holding company (parent company) Nippon Light Metal Holdings Co.,
Ltd., (hereinafter referred to as “Holding Company”) as of October 1, 2012, (plan) through a sole sharetransfer by the Company (hereinafter referred to as “this share transfer”).

Note

1. Purpose of establishment of Holding Company through sole share transfer
The Company group is engaged in business activities in a broad range of fields from materials tovarious fabricated products with aluminum, which is a metal with superior characteristics, at its core.
Among these businesses, the Company handles alumina ingots, chemical products, and aluminum sheets.
However, looking at the group as a whole, the size of sales of the businesses of subsidiaries/affiliatedcompanies (hereinafter referred to as “subsidiaries”) is approximately three times that of the Companyitself.
The main factor of this rise in the weight of subsidiaries’ business is not only because some of thebusinesses have been spun-off but also the result of significant growth of the subsidiaries’ overseas
businesses in China and Southeast Asia, and this trend is expected to continue going forward.
In light of such circumstances, in order for the Company group to continuously develop and improve
corporate value, it has been determined that reform from the current situation under which the respective
businesses are divided between the Company and subsidiaries to a consolidated management system
under which management and operation are more strictly separated is necessary. Therefore, the transition
to a pure holding company system has been decided.
Nippon Light Metal Holdings Co., Ltd., which is to be newly established and as the presiding companyof the entire group under a new corporate governance system, will take on the function of planning
management strategies and accommodate the increasingly sophisticated and diversifying needs involving
aluminum and aluminum related materials through effective allocation of management resources between

the respective businesses as well as between domestic and foreign businesses. Furthermore, throughsuch business activities, the Holding Company will enhance corporate value while contributing to people’s
lives by supporting clients of various industrial fields.
The transition to the holding company system is based on the premise that it will be approved at theth105 Ordinary General Shareholders Meeting scheduled to be held on June 28, 2012. Through this sharetransfer, the Company will become a wholly owned subsidiary of the Holding Company. Therefore, theCompany’s stocks will be delisted, but shares of the Holding Company will be issued and allocated to theCompany’s shareholders. As for the shares of the Holding Company, applications for new listings will bemade at the Tokyo Stock Exchange Group, Inc., and the Osaka Stock Exchange Co. The date of the listing,although it will depend on the examination by the Tokyo Stock Exchange Group, Inc., and the Osaka Stock
Exchange Co., is scheduled for October 1, 2012, which is the date of the registration of incorporation of theHolding Company (effective date of the share transfer).

2. Procedure of transition to Holding Company
The Company plans to carry out the transition to a Holding Company by the following method.
[Step 1]
By setting up a holding company through this share transfer on October 1, 2012, the Company will
become a wholly owned subsidiary of the Holding Company.

Nippon Light Metal Holdings

Nippon Light Metal

Subsidiaries

[Step 2]
After the establishment of the Holding Company, we will develop a system that will enable agile
reaction to the market by implementing without delay a strategic reorganization taking into considerationfactors such as the market environment and the business characteristics of the respective groupcompanies, and advance our future growth strategy. The specific details will be announced as soon as
they are decided.

Nippon Light Metal Holdings

Nippon Light Metal

Subsidiaries

Subsidiaries

3. Outline of the share transfer(1) Schedule of the share transfer
Record date of the Ordinary General Shareholders Meeting

Saturday, March 31, 2012

Approval of share transfer plan by the Board of Directors

Tuesday, May 15, 2012

Approval of share transfer plan at the Ordinary Shareholders

Thursday, June 28, 2012 (plan)

Meeting
Date of delisting

Wednesday, Sept. 26, 2012 (plan)

Date of registration of incorporation of the Holding Company

Monday October 1, 2012 (plan)(effective date of share transfer)
Date of listing of Holding Company

Monday, October 1, 2012 (plan)*However, the schedule may be changed if necessary to carry out the procedure of this share transfer orfor other reasons.

(2) Method of share transfer
A sole share transfer with the Company as the share transferring wholly owned subsidiary and theHolding Company as the parent company incorporated through the share transfer.

(3) Details of the allocation pertaining to share transfer (share transfer ratio)

Detail of allocation pertaining toshare transfer

Nippon Light Metal Holdings

Nippon Light Metal Co., Ltd.

Co., Ltd. (parent company)(wholly owned subsidiary)

11

(Note)(a) Share transfer ratio
One share of common stock of the Holding Company to be established shall be issued and allocatedto the shareholders of the Company’s common stock registered in the final shareholders registry as of one
day prior to the effective date of the share transfer, for each share of the Company’s common stock theyhold.
(b) Share unit
The Holding Company will adopt the share unit system and the number of shares per unit shall be 100shares. Therefore, the unit of trading for the Holding Company will decrease to 100 shares from the current
1,000 shares for the Company’s stocks.
(c) Basis for calculation of share transfer ratio
As this share transfer will establish one parent company through a sole share transfer by theCompany and since there will be no change in the Holding Company’s shareholder composition and theCompany’s shareholder composition at the time of the share transfer, upon giving primary consideration tonot disadvantage our shareholders, the Company has decided to issue and allocate one common stock of
the Holding Company for one common stock of the Company held by the shareholders.
(d) Result, method, and basis of calculation by a third party organization
Due to the reason mentioned above in (c), calculation by a third party organization has not beenmade.
(e) Number of shares to be issued for the share transfer
545,126,049 shares (plan)
However, in case the number of the Company’s shares outstanding changes prior to this sharetransfer becoming effective, the number of new shares mentioned above that the Holding Company will
issue shall fluctuate. As for treasury stocks held by the Company at the time this share transfer becomes
effective, the same number of the Holding Company’s common stocks will be issued and allocated.
Therefore, the Company will temporarily hold the Holding Company’s common stock and will announce
the method of its disposal as soon as it is decided.

(4) Handling of share options and bonds with share option after share transfer
The zero coupon yen-based convertible bond with reserve clause for conversion and a maturity dateof September 30, 2016, that was issued by the Company shall be redeemed in advance in full amount bythe effective date of the share transfer through optional redemption based on the provisions of thecorporate bond outline of the bond as described in the “Notice on Advance Redemption of Zero Coupon
Yen-Based Convertible Bond with Reserve Clause for Conversion maturing September 30, 2016”
announced separately today (May 15, 2012).

(5) Handling of the Holding Company’s new listing
As for the new listing of the shares of the Holding Company to be established, the Company plans toapply with the Tokyo Stock Exchange Group Inc. and Osaka Stock Exchange Co. with a planned listingdate of Monday, October 1, 2012. Since the Company will become a wholly owned subsidiary of theHolding Company through this share transfer, its stock is scheduled to be delisted from the Tokyo StockExchange Group Inc. and Osaka Stock Exchange Co. on Wednesday, September 26, 2012, prior to thelisting of the Holding Company. The delisting date is subject to change as it will be determined based on
the rules of the Tokyo Stock Exchange Group Inc. and Osaka Stock Exchange Co.

4. Outline of the companies concerned in the share transfer (as of March 31, 2012)(1) Trade Name

Nippon Light Metal Co., Ltd.

(2) Location

2-2-20 Higashi Shinagawa, Shinagawa-ku, Tokyo(3) Representative

President and CEO Takashi Ishiyama(4) Main Business

Sales and production of alumina, chemical products, and aluminumproducts(5) Paid-in-Capital

39,084,654,715 yen(6) EstablishedMarch 30, 1939

(7) Number of Shares

545,126,049 shares

Outstanding(8) Fiscal year end

March 31
Japan Trustee Service Bank, Ltd. (Trust account)

11.4%

Major Shareholders andThe Master Trust Bank of Japan, Ltd. (Trust account)

5.1%

Ratio of Shareholding

The Dai-ichi Life Insurance Co.

3.7%

Japan Trustee Service Bank, Ltd. (Trust account 9)

2.9%

Asahi Mutual Life Insurance Co.

2.8%

(9)

Compositionof

(10) Operating results and financial situation for the most recent three years
Year ended March 2009

Consolidated Net Assets(million yen)
Consolidated

Total

Assets (million yen)
Consolidated Net Assets
per share (yen)Consolidated

Sales(million yen)
Consolidated Operating
Profit (million yen)
Consolidated

Ordinary

Profit (million yen)
Consolidated

Net

Income (million yen)
Consolidated

Net

Income per share (yen)Dividend per share (yen)Year ended March 2010

Year ended March 2011

88,78193,124

104,757

478,571

481,022414,885

154.22

163.13181.51

554,094

460,681

429,433(11,892)

7,673

24,724(16,936)

2,682

18,529(31,442)2,084

11,040(57.77)

3.83

20.29

0.00

0.00

2.00

5. Outline of company to be newly established through share transfer (Holding Company) (plan)(1) Trade Name

Nippon Light Metal Holdings Company, Ltd.

(2) Location

2-2-20 Higashi Shinagawa, Shinagawa-ku, Tokyo(3) Representative andPresident and CEO Takashi Ishiyama

Executives to take officeDirector Tsuyoshi Nakajima
Director Makoto Fujioka
Director Mitsuru Ishihara
Director Ichiro Okamoto
Director Toshihide Murakami
Director Atsushi Inoue
Director Masao Imasu
Director Hiroshi Yamamoto
Director Koji Ueno
Director Hidetane Iijima (Note 1)
Director Masato Ono (Note 1)
Auditor

Tadashi Asahi

AuditorNobuo Matsumoto

AuditorToshio Yamagishi

AuditorYuzuru Fujita (Note 2)

Auditor

Katsuo Wajiki (Note 2)

AuditorYasuo Yuki (Note 2)(Note 1) Directors Hidetane Iijima and Masato Ono are outside directors as
specified in the Companies Act, Article 2, Paragraph (15)(Note 2) Auditors Yuzuru Fujita, Katsuo Wajiki and Yasuo Yuki are outside
auditors as stipulated in the Companies Act, Article 2, Paragraph (16)(4) Main BusinessBusiness management of subsidiaries as well as incidental and associatedbusiness(5) Paid-in-Capital

39,085,000,000 yen(6) Fiscal year end

March 31

(7) Net Assets

To be determined(8) Total Assets

To be determined

6. Outline of accounting process
Since this falls under the “operations of companies under common control” in corporate accounting, there isno impact on profit or loss. No goodwill is expected from this share transfer.

7. Outlook
The Company will become a wholly owned subsidiary of the Holding Company after this share transfer.

Therefore, the Company’s earnings will be reflected in the consolidated earnings of the Holding Company
that will be the parent company. The impact of this share transfer on earnings will be minor.