The transactions pursuant to the Share Transfer described in this press release involve securities of a Japanese company. The
Share Transfer is subject to disclosure requirements of Japan that are different from those of the United States. Financial
information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign
accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws,
since the issuer is located in Japan and some or all of its officers and directors reside outside of the United States. You may not
be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws. It
may be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment. You should
be aware that the issuer may purchase securities otherwise than under the Share Transfer, such as in the open market or throughprivately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the event of any conflictor discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all
respects.

May 14, 2021
To whom it may concern:
Company
MAEDA CORPORATION
Representative President and Representative
Director Soji Maeda(Code No.: 1824, TSE 1st Section)
Contact Executive Officer, Deputy General
Manager of Management Innovation Division,and General Manager of Corporate Planning
Department
Shinya Sakaguchi(TEL: +81-3-3265-5551)
Company
MAEDA ROAD CONSTRUCTION CO., LTD.
Representative President and Representative Director
Yasuhiko Imaizumi(Code No.: 1883, TSE 1st Section)
Contact
General Manager of Accounting Division of
Administration Headquarters
Seiji Nishi(TEL: +81-3-5487-0020)
Company
MAEDA SEISAKUSHO CO., LTD.
Representative President & Representative Director- 1 -Masaaki Shioiri(Code No.: 6281, JASDAQ)
General Manager, Management Department,
Business Administration Division
Kazuhiko Yamaguchi(TEL: +81-26-292-2222)

Contact

Notice on Execution of a Business Integration Agreement and Preparation of a Share Transfer Plan
Regarding Establishment of a Joint Holding Company of Maeda Corporation, Maeda Road
Construction Co., Ltd., and Maeda Seisakusho Co., Ltd.
On February 24, 2021, Maeda Corporation (“Maeda Corporation”), Maeda Road Construction Co., Ltd.
(“Maeda Road”), and Maeda Seisakusho Co., Ltd. (“Maeda Seisakusho”; and Maeda Corporation, Maeda
Road, and Maeda Seisakusho are collectively referred to as the “Three Companies”) executed amemorandum of understanding (the “MOU”) on establishing a joint holding company and conducting abusiness integration (the “Business Integration”) by means of a joint share transfer (the “Share Transfer”) as
announced in the press release “Notice on Execution of a Memorandum of Understanding Regarding
Business Integration of Maeda Corporation, Maeda Road Construction Co., Ltd., and Maeda Seisakusho Co.,
Ltd. by Establishment of a Joint Holding Company” dated February 24, 2021 (the “February 24 Press
Release”), and have been moving forward with discussions working towards the Business Integration. The
Three Companies have now executed a business integration agreement (the “Business Integration
Agreement”) and jointly prepared a share transfer plan (the “Share Transfer Plan”) pursuant to resolutions of
their respective boards of directors held today.
1. Background, Purpose, and Transition Method, etc. of the Business Integration Through the Share
Transfer(1) Background to the Business Integration
Based on their current strong capital alliance, Maeda Corporation, Maeda Road, and Maeda
Seisakusho have leveraged their respective strengths as group companies and broadly grown various
businesses such as construction business, civil engineering business, road paving business,
manufacturing and sales business, and infrastructure operation business.
Taking a wider view of the long-term business environment in Japan, it is predicted that the loss oftax revenues from a shrinking population and the increase in social security costs for an aging society
will put a strain on national and local government budgets, leading to further degradation of social
infrastructure, leaving few funds for investment even in maintaining existing infrastructure, let alone
new construction. Considering that as the working-age population declines due to the low birth rate,
the shortage of labor will become more severe, making digitalization inevitable, the constructionindustry will also be forced to change its values and even the very structure of the industry.
In such a business environment, with the goal of achieving continuous growth for the whole group,
the group has set the goal of transforming into an “integrated infrastructure service company” over the
medium to long term, and the companies have agreed to (i) switch to a business model that will enable
us to expand our business both upstream and downstream, and produce broad, stable, and continuous
profits by engaging in a wide range of infrastructure fields, such as roads, water and sewerage, airports,
ports, and MICE facilities, while leveraging our strengths to the maximum extent by remaining- 2 -centered on the traditional core business of the Three Companies, which is construction contracting
business such as design, construction, and manufacturing, and (ii) enhance the management basethrough cooperative promotion of digitalization strategies targeting productivity reforms, technicaldevelopment, and personnel development, etc. In order to achieve this, it is important to unify the entire
group, improve the liquidity and appropriate allocation of management resources, and speed up
management decision making, which has led us to consider changing to a holding company structure.
(2) Purpose of the Business Integration
As discussed above, with significant changes in the future business environment, we believe that inorder to unify the whole group and achieve continuous growth, it is essential to maximize our synergies
as a group, such as by further strengthening coordination among the Three Companies, creating astrong management base capable of responding to changes in the environment, and appropriately
allocating management resources. We firmly believe that transitioning to a holding company structure
through the Business Integration to execute a unified group strategy will serve to improve corporate
value not only of the Three Companies, but of the group as a whole. We anticipate that the Business
Integration will allow us to achieve the following synergies.
(i) Improvement of group-wide earning capacity and creation of a new revenue base
By mutually sharing management resources (personnel, customer bases, networks in their active
areas, all types of technology and knowhow, etc.) that the Three Companies have demonstrated as theirstrengths in their respective fields of expertise in the construction contracting businesses that they havebuilt up in Japan and internationally – Maeda Corporation’s civil engineering and construction
businesses, Maeda Road’s road paving and manufacturing and sale businesses, and Maeda
Seisakusho’s construction machinery-related business – and effectively leveraging them as the group’s
management resources, we hope to expand the scope of construction contracting business activities
and improve the earning capacity of each company.
As discussed above in (1), even as national and local government budgets are predicted to undergo
further strain, the need to address aging infrastructure is also rapidly increasing, which will leave few
funds for investment even in maintaining or renewing existing infrastructure, let alone new
construction; in order to resolve this issue, new markets for public-private collaboration, including
comprehensive public infrastructure management and PPP and concessions, are all but certain to see
rapid growth. We believe that by combining the construction contracting technology and knowhowthat the Three Companies have respectively developed in such markets and Maeda Corporation’s
concession business, etc. technology and knowhow, we can obtain a strong competitive edge, andanticipate strong revenues and the establishment of a stable, new revenue base.
(ii) Joint promotion of group-wide technical development, DX, and personnel development
As discussed above in (1), in light of the situation where changes in the business environment are
being rapidly accelerated by the coronavirus pandemic, it is essential for the whole group to present a
unified response, rather than each company responding by itself, in order to deal with the speed ofthese rapid changes, and we believe that now is the time to engage. We believe that, going forward,
technical development with a sense of urgency, collection and centralized management of big data
- 3 -relating to construction contracting business and infrastructure management which will be futuresources of new value, optimization and enhancement of group management through the development
of digital tools, and enhancement of management resources such as the strength of our personnel which
gives us a competitive edge, are essential elements in a growth strategy in this kind of environment. In
addition to implementing such changes as a unified group rather than as independent initiatives by
each company, we believe that collaborative business and alliances with diverse business partners is
also important, and we believe that we can maximize the effect of such changes through cooperationin technical development and sharing of personnel development centers of each company.
(3) Method for Transitioning to a Holding Company Structure
Maeda Corporation, Maeda Road, and Maeda Seisakusho will establish a joint holding company
and transition to a holding company structure by means of a joint share transfer. As a result, the Three
Companies will become wholly owned subsidiaries of the joint holding company that is formed andbe delisted. Because an application will be made for technical listing on the Tokyo Stock Exchange,
Inc. (the “TSE”) of shares of the joint holding company that will be newly delivered to all shareholdersof the Three Companies, and we plan to list the shares on the First Section of the TSE, our policy isthat, in substance, listing of shares will be maintained.
Steps for Transitioning to a Holding Company Structure(Before transition) Current structure
Currently, Maeda Road and Maeda Seisakusho are consolidated subsidiaries of Maeda Corporation.
Maeda

Maeda Road

(consolidated subsidiary)

Maeda Seisakusho

Other consolidated

Other equity method

subsidiaries

companies(consolidated subsidiary)(After transition) Structure after establishing a joint holding company
The Three Companies will become wholly owned subsidiaries of the joint holding company that isestablished and will be delisted.
Please note that by adopting a structure where the joint holding company is given a comprehensive
infrastructure service strategy function, we will create a group-wide sense of unity and aim to transform
into a comprehensive infrastructure service company as quickly as possible. Additionally, the joint
holding company does not plan to obtain a construction industry permit.
Joint Holding Company*Comprehensive infrastructure service
strategy function

Maeda

Maeda Road

- 4 -Maeda Seisakusho(delisted)(delisted)(delisted)(4) Structure of the Joint Holding Company’s Corporate Organs
With respect to the structure of the joint holding company’s corporate organs, as stated in the
February 24 Press Release, the joint holding company will take the form of a company with anominating committee, etc.
(5) Directors of the Joint Holding Company Upon Incorporation
Notice was given in the February 24 Press Release to the effect that the joint holding company will
have eight directors, of whom four will be outside directors, but in subsequent discussions among theThree Companies, it was decided that, with the goal of further enhancing corporate governance, thejoint holding company will have nine directors, of whom five will be outside directors.
The Three Companies established a provisional integration committee comprising three
representatives of the Three Companies to conduct a detailed examination aimed at a smooth transition
to a holding company structure and rapidly achieving the aims of the Business Integration, but in orderensure the transparency and fairness of procedures for the appointment of candidates for the positionsof the joint holding company’s four directors (excluding outside directors), nine executive officers, andrepresentative executive officer, etc., the provisional integration committee has tasked the five-member
nominating committee (comprising four independent outside directors and one independent outside
audit & supervisory board member of the Three Companies) with the selection of such candidates.
The nominating committee conducted interviews with 22 people recommended by the Three
Companies and then provided a report to the provisional integration committee nominating the chosen
candidates. An official integration committee was established comprising four members nominated as
directors of the joint holding company upon incorporation (excluding outside directors), and thecandidates were appointed by the integration committee approving the content of the report from thenominating committee. Please note that executive officers will be formally determined by the directors
upon incorporation.
The candidates for the five outside director positions were appointed from outside director candidates
recommended by the Three Companies, after discussion by the integration committee.
(6) Directors, Executive Officers, and Representative Executive Officer of the Joint Holding Company
Upon Incorporation
The candidates for the positions of directors, executive officers, and representative executive officer,
etc. upon incorporation are as follows.
Director and Chairman
Soji Maeda, currently President andRepresentative
Representative Director of Maeda
and officers
Corporation
planned to the
Director
Kazunari Kibe, currently Director andappointed
Senior Managing Officer of Maeda- 5 -Corporation
Director
Hirotaka Nishikawa, currently Director andChairman of Maeda Road
Director
Masaaki Shioiri, currently President andRepresentative Director of Maeda
Seisakusho
Director (Outside)
Keiichiro Hashimoto
Director (Outside)
Seiichiro Yonekura
Director (Outside)
Koichi Moriya
Director (Outside)
Rie Murayama
Director (Outside)
Atsushi Takagi
President and Representative Director Kazunari Kibe, currently Director andSenior Managing Officer of Maeda
Corporation
Executive Officer
Takao Nakanishi, currently Representative
Director and Senior Managing Officer of
Maeda Corporation
Executive Officer
Yuji Hatakama, currently Director andSenior Managing Officer of Maeda
Corporation
Executive Officer
Shinya Sakaguchi, currently Executive
Officer, Deputy General Manager ofManagement Innovation Division, andGeneral Manager of Corporate Planning
Department of Maeda Corporation
Executive Officer
Hideya Takekawa, currently Representative
Director and Vice President of Maeda Road
Executive Officer
Masaji Nagumo, currently Director andExecutive Officer of Maeda Road
Executive Officer
Ryuji Endo, currently Executive Officer
and Deputy General Manager of
Administration Headquarters of Maeda
Road
Executive Officer
Masaaki Shioiri, currently President andRepresentative Director of Maeda
Seisakusho
Executive Officer
Yasuo Kato, currently Director and Senior
Managing Officer of Maeda Seisakusho(Note) Executive officers will be formally determined by the directors upon incorporation.
2. Outline of the Share Transfer(1) Schedule of the Share Transfer
Meeting of the board of directors to approve the Memorandumof Understanding Regarding Business Integration (all threecompanies)- 6 -(Wednesday) February 24, 2021

Execution of the Memorandum of Understanding Regarding
Business Integration (all three companies)
Record date for the ordinary general meeting of shareholders(all three companies)
Meeting of the board of directors to approve the businessintegration agreement and the share transfer plan (all threecompanies)
Execution of the business integration agreement andpreparation of the share transfer plan (all three companies)
Ordinary general meeting of shareholders to approve the sharetransfer plan (Maeda Seisakusho)
Ordinary general meeting of shareholders to approve the sharetransfer plan (Maeda Corporation)
Ordinary general meeting of shareholders to approve the sharetransfer plan (Maeda Road)(Wednesday) February 24, 2021
(Wednesday) March 31, 2021
(Friday) May 14, 2021 (today)(Friday) May 14, 2021 (today)(Tuesday) June 22, 2021
(scheduled)(Wednesday) June 23, 2021
(scheduled)(Friday) June 25, 2021
(scheduled)(Tuesday) September 28, 2021
Last trading day on the TSE (all three companies)(scheduled)(Wednesday) September 29,
TSE delisting date (all three companies)
2021 (scheduled)
Scheduled integration date (joint holding company(Friday) October 1, 2021
establishment registration date)(scheduled)(Friday) October 1, 2021
Joint holding company listing date(scheduled)
The above is the current planned schedule, but this may be changed upon discussion among theThree Companies when necessary due to the progress status of approval procedures for the Business
Integration or for other reasons.
(2) Method of the Share Transfer
It will be a joint share transfer with Maeda Corporation, Maeda Road, and Maeda Seisakusho
becoming wholly owned subsidiaries resulting from a share transfer, and the newly established joint
holding company becoming the wholly owning parent company formed by share transfer.
(3) Details of Allotment in the Share Transfer (share transfer ratio)
Maeda Corporation
Maeda Road
Share transfer ratio

1.00

2.28

Maeda Seisakusho
0.58(Note 1) Particulars of share allotment in the Share Transfer
It is planned that one share of common stock of the joint holding company will be allotted anddelivered for each share of common stock of Maeda Corporation, 2.28 shares of common stock of
the joint holding company will be allotted and delivered for each share of common stock of Maeda
Road, and 0.58 shares of common stock of the joint holding company will be allotted and deliveredfor each share of common stock of Maeda Seisakusho respectively. Please note that if the numberof shares of the joint holding company that must be delivered to a shareholder of the Three
Companies is less than one whole share, such shareholder will be paid an amount corresponding to- 7 -such fraction of a share that is less than one whole share, in accordance with the provisions of Article
234 of the Companies Act and other related laws and regulations. However, the above share transfer
ratio may be changed upon discussion by the Three Companies if there is a material change in thevarious conditions on which calculations are based.
(Note 2) The number of shares constituting one share unit of the joint holding company will be 100
shares of stock.
(Note 3) Number of new shares to be delivered by the joint holding company (planned)
391,584,459 shares of common stock
The above was calculated based on Maeda Corporation’s total number of issued shares of
194,608,482 (as of March 31, 2021), Maeda Road’s total number of issued shares of 89,159,453(as of March 31, 2021), and Maeda Seisakusho’s total number of issued shares of 16,100,000 (asof March 31, 2021). Furthermore, because Maeda Corporation, Maeda Road, and Maeda
Seisakusho respectively plan to cancel their treasury shares that they currently hold or plan to newly
acquire in future, to the extent that cancellation is practically possible, before the Share Transfer
takes effect, Maeda Corporation, Maeda Road, and Maeda Seisakusho are not planned to be
allotted shares of the joint holding company for the treasury shares they respectively held as ofMarch 31, 2021 (Maeda Corporation: 146,223 shares; Maeda Road: 6,740,228 shares; and Maeda
Seisakusho: 226,953 shares). However, because the number of treasury shares that will actually becancelled before the effective date of the Share Transfer has not currently been determined, there
may changes in the above number of new shares issued by the joint holding company.
(Note 4) Handling of shares less than one unit
All shareholders of Maeda Corporation, Maeda Road, and Maeda Seisakusho who are allottedshares of the joint holding company in a number less than one unit (100 shares) in the Share
Transfer (“Shares Less than One Unit”) will be unable to sell Shares Less than One Unit held
thereby on the TSE or other financial instruments exchanges. All shareholders who come to holdsuch Shares Less than One Unit will be able to demand that the joint holding company purchase
the Shares Less than One Unit held thereby, pursuant to Article 192(1) of the Companies Act.
Additionally, we plan to set forth provisions in the articles of incorporation of the joint holding
company to the effect that shareholders may demand that the joint holding company sell themshares in a number such that when added to the Shares Less than One Unit held thereby they will
constitute one unit. Therefore, pursuant to such provisions of the articles of incorporation and theprovisions of Article 194(1) of the Companies Act, it will be possible for shareholders to demandthat the joint holding company sell them shares in a number such that when added to the Shares
Less than One Unit held thereby they will constitute one unit.
(4) Handling of Share Options and Bonds with Share Options of the Companies to Become Wholly
Owned Subsidiaries
Maeda, Maeda Road, and Maeda Seisakusho have not issued share options or bonds with shareoptions.
(5) Dividends of the Three Companies Based on Record Dates Before Establishment of the Joint Holding
Company- 8 -Maeda Corporation plans to pay a dividend of 38 yen per share to shareholders of common shares andregistered share pledgees of shares stated or recorded in the last shareholder register as of March 31, 2021,
subject to a resolution of the ordinary general meeting of shareholders scheduled to be held on(Wednesday) June 23, 2021.
Maeda Road plans to pay a dividend of 70 yen per share to shareholders of common shares andregistered share pledgees of shares stated or recorded in the last shareholder register as of March 31, 2021,
subject to a resolution of the ordinary general meeting of shareholders scheduled to be held on (Friday)
June 25, 2021.
Maeda Seisakusho plans to pay a dividend of 10 yen per share to shareholders of common shares andregistered share pledgees of shares stated or recorded in the last shareholder register as of March 31, 2021,
subject to a resolution of the ordinary general meeting of shareholders scheduled to be held on (Tuesday)June 22, 2021.
In the MOU, the Three Companies agreed that Maeda Corporation may pay a dividend of 27 yen
per share to shareholders of common shares and registered share pledgees of shares stated or recordedin the last shareholder register as of March 31, 2021, subject to a resolution of the above ordinary
general meeting of shareholders, and notice to such effect was also given in the February 24 Press
Release, but recently, comprehensively taking into account the revision to the financial forecast for the
fiscal year ended March 31, 2021 (for details please see the press release Notice on Revisions to
Financial Forecast and Cash Dividends Forecast dated May 7, 2021) and the future operating
environment, Maeda Corporation decided to increase the dividend to 38 yen per share to shareholdersof common shares, and the Three Companies have agreed to such increase after confirming that it does
not affect the share transfer ratio stated above in (3).
(6) Dividends of the Joint Holding Company
The amount of the dividend for the joint holding company’s fiscal year ending March 31, 2022 isplanned to pass on profits to shareholders with a target dividend ratio (consolidated) of 30% or more,
based on the past dividend policies and dividend levels of the Three Companies, while fundamentally
being a dividend commensurate with the future operating results of the joint holding company.
(7) Handling of Treasury Shares and Shares of the Joint Holding Company allotted to Maeda Corporation,
Maeda Road, and Maeda Seisakusho
Because Maeda Corporation, Maeda Road, and Maeda Seisakusho respectively plan to cancel theirtreasury shares that they currently hold or plan to newly acquire in future, to the extent that cancellation
is practically possible, before the Share Transfer takes effect, Maeda Corporation, Maeda Road, andMaeda Seisakusho are not planned to be allotted shares of the joint holding company for the treasury
shares they respectively hold. However, because the number of treasury shares that will actually becancelled before the effective date of the Share Transfer has not currently been determined, there may
changes in the above number of new shares issued by the joint holding company.
In the Share Transfer, as a result of the allotment of shares of the joint holding company in accordancewith the share transfer ratio for the shares of Maeda Road (42,271,300 shares as of March 31, 2021) and
Maeda Seisakusho (7,115,000 shares as of March 31, 2021) held by Maeda Corporation and shares of
Maeda Corporation (3,877,599 shares as of March 31, 2021) and Maeda Seisakusho (345,000 shares asof March 31, 2021) held by Maeda Road, Maeda and Maeda Road will come to hold shares of the joint- 9 -holding company, which is their wholly owning parent company, but after the effective date of the Share
Transfer we plan to dispose of such shares of the joint holding company at a reasonable time inaccordance with the provisions of the Companies Act, including dividends in kind to the joint holding
company. We will provide notice of the method of such disposal once it has been decided.
In principle, we plan to cancel the treasury shares that the joint holding company will come to holdthrough such disposal.
3. Basis, etc. of the Details of the Allotment in the Share Transfer(1) Basis of Valuation
To ensure fairness when calculating the share transfer ratio used in the Share Transfer, Maeda
Corporation, Maeda Road, and Maeda Seisakusho respectively appointed Daiwa Securities Co., Ltd.
(“Daiwa Securities”), SMBC Nikko Securities Inc. (“SMBC Nikko”), and Yamada Consulting
Group Co., Ltd. (“Yamada Consulting”) to act as third-party valuation institutions, requested them torespectively carry out valuations, and received share transfer ratio valuation reports.
The results of calculations by Daiwa Securities, SMBC Nikko and Yamada Consulting,respectively, and other bases for calculation of the allotment with respect to the Share Transfer are asstated in the February 24 Press Release.
(2) Background to Valuation
As stated in the February 24 Press Release, Maeda Corporation, Maeda Road, and Maeda
Seisakusho respectively retained Daiwa Securities, SMBC Nikko, and Yamada Consulting tocalculate the share transfer ratios used for the Share Transfer, the Three Companies have respectively
carefully examined, negotiated, and discussed repeatedly the share transfer ratios, referring to theresults of valuations by such third-party valuation institutions and comprehensively taking into
account factors including the finances, assets, future outlooks, and market price levels of eachcompany. Consequently, the Three Companies have concluded that ultimately the share transfer
ratios stated above in Section 2.(3) are appropriate, and therefore we have agreed to the above sharetransfer ratio in the MOU.
With respect to the basis for calculating the above share transfer ratios, the Three Companies havealso confirmed that there has been no material change that would have an impact on the above sharetransfer ratios (including the increase of the dividend per share to shareholders of common shares of
Maeda Corporation stated above in Section 2.(5)), and have agreed on the above share transfer ratios
in the Business Integration Agreement and the Share Transfer Plan dated as of May 14, 2021.
(3) Relationship with Valuation Institutions
The relationship of the valuation institutions Daiwa Securities, SMBC Nikko and Yamada
Consulting to each of the companies is as stated in the February 24 Press release.
(4) Handling in Relation to the Listing Application, etc. for the Joint Holding Company
Maeda Corporation, Maeda Road, and Maeda Seisakusho plan to apply to have the newly
established joint holding company newly listed on the TSE. The planned listing date is October 1,
2021. Because Maeda Corporation, Maeda Road, and Maeda Seisakusho will become wholly
owned subsidiaries of the joint holding company through the Share Transfer, they plan to delist fromthe TSE on September 29, 2021, before listing of the joint holding company.
Please note that determination of the delisting date is subject to the rules of the TSE.
- 10 -

(5) Measures to Ensure Fairness
Because Maeda Corporation is the controlling company of Maeda Road and Maeda Seisakusho,
and both of Maeda Road and Maeda Seisakusho are subsidiaries of Maeda Corporation, the Share
Transfer falls under a material transaction, etc. with a controlling shareholder for Maeda Road andMaeda Seisakusho, and therefore the measures stated in the February 24 Press Release have been
implemented to ensure the fairness of the Share Transfer.
(6) Measures to Avoid Conflicts of Interest
Because Maeda Corporation is the controlling company of Maeda Road and Maeda Seisakusho,
and both of Maeda Road and Maeda Seisakusho are subsidiaries of Maeda Corporation, the Share
Transfer falls under a material transaction, etc. with a controlling shareholder for Maeda Road andMaeda Seisakusho, and therefore Maeda Road and Maeda Seisakusho have implemented themeasures stated in the February 24 Press Release when executing the MOU in order to avoid
conflicts of interest.
4. Outline of the Companies Party to the Share Transfer (as of March 31, 2021)
Maeda Road
(1) Name
Maeda Corporation
Construction Co., Ltd.
(2)

Location(3)

Title andname ofrepresentative

(4)

(5)
(6)
(7)
(8)

(9)

Content ofbusiness
CapitalDateestablished
Number ofissued shares
Accounting
periodNumber of
consolidated
employees(10) Main banks

10-2 Fujimi 2-chome,
Chiyoda-ku, Tokyo

11-3 Osaki 1-chome,
Shinagawa-ku, Tokyo

President andRepresentative Director
Soji Maeda
Civil engineering
construction contracting,design, public
infrastructure, etc.
operation business
28,463 million yen
January 8, 1919

President andRepresentative Director
Yasuhiko Imaizumi

Maeda Seisakusho Co.,Ltd.
1095 Onbegawa,
Shinonoi, Nagano-shi,
NaganoPresident andRepresentative Director
Masaaki Shioiri

Construction business,
manufacturing and salebusiness

Construction material,
equipment, and productsales, after-sales services,
rental, etc.

19,350 million yen
July 19, 1930

3,160 million yen
November 30, 1962

194,608,482

89,159,453

16,100,000

March 31

March 31

March 31

6,929

2,554

670

Sumitomo Mitsui
Banking Corporation
Mizuho Bank, Ltd.
MUFG Bank, Ltd.
Mizuho Trust & Banking
Co., Ltd.

MUFG Bank, Ltd.
Mizuho Bank, Ltd.
Sumitomo Mitsui
Banking Corporation
Sumitomo Mitsui Trust
Bank, Ltd.

Mizuho Bank, Ltd.
Sumitomo Mitsui
Banking Corporation
The Hachijuni Bank, Ltd.

- 11 -

Majorshareholders
andshareholding(11)
ratios(excluding
indirectholdings)

Sumitomo Mitsui Trust
Bank, Ltd.
Hikarigaoka Corporation
12.50%The Master Trust Bankof Japan, Ltd. (trust
account) 6.43%
Custody Bank of Japan,
Ltd. (trust account)
3.24%
Sumitomo Realty &Development Co., Ltd.
3.03%
Mizuho Bank, Ltd.
2.62%
STATE STREET BANKAND TRUSTCOMPANY 2.41%
JP MORGAN CHASEBANK 2.23%
Sumitomo Mitsui
Banking Corporation
2.13%
Maeda Road
Construction Co., Ltd.
1.99%
Maeda Corporation
Employee Shareholding
Association 1.66%

Mizuho Trust & Banking
Co., Ltd.
Maeda Corporation
51.29%The Master Trust Bankof Japan, Ltd. (trust
account) 3.54%
Maeda Road Employee
Shareholding Association
2.42%
NORTHERN TRUST
CO (AVFC) RE
SILCHESTERINTERNATIONALINVESTORSINTERNATIONALVALUE EQUITY
TRUST 2.25%
Custody Bank of Japan,
Ltd. (trust account 5)
1.77%
Maeda Road Share
Cooperative 1.30%
NORTHERN TRUSTCO.(AVFC)REU.S.TAX EXEMPTEDPENSION FUNDS
1.24%
Bank of New York GCM
CLIENT ACCOUNTJPRD ISG (FE-AC)
0.86%
Goldman Sachs andCompany (Regular
Account) 0.77%
Nomura Securities Co.,
Ltd. 0.77%

Maeda Corporation
44.82%
Hikarigaoka Corporation
7.71%
Sumitomo Mitsui
Banking Corporation
5.00%
Mizuho Bank, Ltd.
4.40%
The Hachijuni Bank, Ltd.
2.90%
Maeda Road
Construction Co., Ltd.
2.17%
Meiji Yasuda Life
Insurance Company
1.89%
Maeda Seisakusho
Employee Shareholding
Association 1.40%
Sumitomo Mitsui
Finance and Leasing Co.,
Ltd. 1.13%
Sompo Japan Insurance
Inc. 0.96%

Relationship(12) between thecompanies
Capitalrelationship

Maeda Corporation respectively holds 51.29% of Maeda Road’s total number ofissued shares (including indirect holdings) and 47.72% of Maeda Seisakusho’s
total number of issued shares (including indirect holdings). Maeda Road holds
1.99% of Maeda Corporation’s total number of issued shares (including indirect
holdings) and 2.17% of Maeda Seisakusho’s total number of issued shares- 12 -

Personnel
relationshipTransaction
relationship
Qualification
as relatedparties(including indirect holdings).
As of the date of this notice, one representative director, one director, and one
executive officer of Maeda Road are from Maeda Corporation. Two directors andtwo audit & supervisory board members of Maeda Seisakusho are from Maeda
Corporation.
Maeda Corporation places orders with Maeda Road for road paving work, etc.
and Maeda Road places orders with Maeda Corporation for facility construction
work, etc. Maeda Seisakusho also sells and rents construction material,
equipment, and products, and provides after-sales services, to Maeda Corporation.
Because Maeda Road and Maeda Seisakusho are consolidated subsidiaries of
Maeda Corporation, they fall under related parties.

(13) Results of Operations and Finances for the Last Three Years(i) Maeda Corporation (consolidated)Accounting period

Fiscal year ended
March 31, 2019
252,582
717,630(Millions of yen, unless otherwise noted)
Fiscal year ended
Fiscal year ended
March 31, 2020
March 31, 2021
358,587
367,527
942,925
928,889

Fiscal year ended
March 31, 2019
207,749
290,007(Millions of yen, unless otherwise noted)
Fiscal year ended
Fiscal year ended
March 31, 2020
March 31, 2021
206,889
163,560
264,080
222,930

Consolidated net assets
Consolidated total assets
Consolidated net assets per share
1,268.95
1,236.32
1,441.97(yen)
Consolidated net sales
492,087
487,856
678,059
Consolidated operating profit
35,944
34,045
46,343
Consolidated ordinary profit
38,36336,59745,665
Consolidated net current profit
23,952
14,342
23,275
Consolidated net current profit
126.1477.24
125.27per share (yen)Dividend per share (yen)
20.00
20.00
38.00
(Note) In the fiscal year ended March 31, 2021, the Company carried out determination of theprovisional accounting process, and each of the figures with respect to the fiscal year ended March
31, 2020 have been made to reflect the determined details of the provisional accounting process)(ii) Maeda Road (consolidated)Accounting period
Consolidated net assets
Consolidated total assets
Consolidated net assets per share(yen)Consolidated net sales
Consolidated operating profit
Consolidated ordinary profit

2,386.55

2,490.89

1,967.73

223,757
17,122
17,636

237,812
19,57519,877

234,612
20,73821,078- 13 -

Consolidated net current profit
Consolidated net current profit
per share (yen)Dividend per share (yen)(iii) Maeda Seisakusho (consolidated)Accounting period
Consolidated net assets
Consolidated total assets
Consolidated net assets per share(yen)Consolidated net sales
Consolidated operating profit
Consolidated ordinary profit
Consolidated net current profit
Consolidated net current profit
per share (yen)Dividend per share (yen)11,482

18,826

16,750133.00223.02203.2370.00

750.0070.00(Millions of yen, unless otherwise noted)
Fiscal year ended
Fiscal year ended
Fiscal year ended
March 31, 2019
March 31, 2020
March 31, 2021
11,49012,12913,97331,37229,431
31,151
714.89764.04880.3436,505
1,689
1,753
942

37,046
1,853
1,932
1,277

33,478
1,411
1,515
998

58.68

79.99

62.84

10.00

10.00

10.00

5. Joint Holding Company to be Newly Established by the Share Transfer(1)
Name
INFRONEER Holdings Inc.
(2)
Location
Chiyoda-ku, Tokyo, Japan(3)
Director and Chairman: Soji Maeda, currently President andRepresentative Director of Maeda
Corporation
Director:
Kazunari Kibe, currently Director andSenior Managing Officer of Maeda
Corporation
Director:
Hirotaka Nishikawa, currently Director andChairman of Maeda Road
Director:
Masaaki Shioiri, currently President andRepresentative Director of Maeda
Representative andSeisakusho
officers planned to the
Director (outside):
Keiichiro Hashimoto
appointed
Director (outside):
Seiichiro Yonekura
Director (outside):
Koichi Moriya
Director (outside):
Rie Murayama
Director (outside):Atsushi Takagi
Representative Executive
Officer and President:
Kazunari Kibe, currently Director andSenior Managing Officer of Maeda
Corporation
Executive officer:
Takao Nakanishi, currently Representative
Director and Senior Managing Officer of- 14 -

Maeda Corporation
Executive officer:
Yuji Hatakama, currently Director andSenior Managing Officer of Maeda
Corporation
Executive officer:
Shinya Sakaguchi, currently Executive
Officer, Deputy General Manager
Management Innovation Division, andGeneral Manager of Corporate Planning
Department of Maeda Corporation
Executive officer:
Hideya Takekawa, currently Representative
Director and Vice President of Maeda Road
Executive officer:
Masaji Nagumo, currently Director andExecutive Officer of Maeda Road
Executive officer:
Ryuji Endo, currently Executive Officer and
Deputy General Manager of Administration
Headquarters of Maeda Road
Executive officer:
Masaaki Shioiri, currently President andRepresentative Director of Maeda
Seisakusho
Executive officer:
Yasuo Kato, currently Director and Senior
Managing Officer of Maeda Seisakusho
Management of subsidiaries and group under its control, and associated(4)Content of businessor related businesses(5)
Capital20 billion yen(6)
Capital reserves
5 billion yen(7)
Accounting period
March 31(8)
Net assets
To be determined.
(9)
Total assets
To be determined.
(10) Financial auditor
Ernst & Young ShinNihon LLC(Note) Executive officers will be formally determined by the directors upon incorporation.
6. Overview of Accounting Treatment in Connection with the Share Transfer
The accounting treatment in connection with the Share Transfer is expected to fall under a “common
control transaction, etc.” under accounting standards relating to business combinations, but the details of
accounting treatment have not currently been determined. We will provide notice of the overview ofaccounting treatment once it is finalized.
7. Outlook
The management policies, plans, and earnings forecasts, etc. of the joint holding company establishedby the Share Transfer will be discussed in future by the Three Companies and notice will be provided
once finalized.
8. Matters Regarding Transactions, etc. with a Controlling Shareholder, etc.
Because Maeda Corporation respectively holds 51.29% of Maeda Road’s total number of issued shares- 15 -(as of March 31, 2021; including indirect holdings) and 47.72% of Maeda Seisakusho’s total number ofissued shares (as of March 31, 2021; including indirect holdings), the Business Combination falls under amaterial transaction, etc. with a controlling shareholder for Maeda Road and Maeda Seisakusho. Mattersregarding compliance with policies regarding measures to protect minority shareholders, measures toensure fairness and measures to avoid conflicts of interest at Maeda Road and Maeda Seisakusho, as wellas an overview of opinion obtained from persons with no interest in the controlling shareholder regarding
the fact that the transaction, etc. is not disadvantageous for minority shareholders are as set forth in the
February 24 Press Release.

End(Reference) Financial Forecast for the Current Term and Results of Operations for the Previous Term for
the Three Companies
Maeda Corporation (announced May 14, 2021) Financial Forecast for the Current Term and Results ofOperations for the Previous Term (consolidated)(Millions of yen)
Profit Attributable
Net Sales
Operating Profit
Ordinary Profit
to Owners of
ParentFinancial forecast
for the current term
714,400
46,70046,00023,500(fiscal year ending
March 31, 2022)
Results for theprevious term
678,059
46,34345,66523,275(fiscal year ended
March 31, 2021)
Maeda Road (announced May 14, 2021) Financial Forecast for the Current Term and Results of Operations
for the Previous Term (consolidated)
Profit Attributable
Net Sales
Operating Profit
Ordinary Profit
to Owners of
ParentFinancial forecast
for the current term
240,000
19,10019,40013,000(fiscal year ending
March 31, 2022)
Results for theprevious term
234,612
20,73821,07816,750(fiscal year ended
March 31, 2021)- 16 -

Maeda Seisakusho (announced May 14, 2021) Financial Forecast for the Current Term and Results ofOperations for the Previous Term (consolidated)
Profit Attributable
Net Sales
Operating Profit
Ordinary Profit
to Owners of
ParentFinancial forecast
for the current term
35,700
1,680
1,750
1,100
(fiscal year ending
March 31, 2022)
Results for theprevious term
33,478
1,411
1,515
998
(fiscal year ended
March 31, 2021)- 17 -