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.

To whom it may concern:

February 24, 2021
Company
MAEDA CORPORATION
Representative President and Representative
Director Soji Maeda(Code No.: 1824, TSE 1st Section)
Contact
Executive Officer 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
Executive Officer, General Manager,
Accounting and Finance Division,
Administration Headquarters
Ryuji Endo
(TEL: +81-3-5487-0020)
Company
MAEDA SEISAKUSHO CO., LTD.
Representative President & Representative Director
Masaaki Shioiri- 1 -(Code No.: 6281, JASDAQ)
General Manager, Management Department,
Business Administration Division
Kazuhiko Yamaguchi(TEL: +81-26-292-2222)

Contact

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
Maeda Corporation (“Maeda Corporation”), Maeda Road Construction Co., Ltd. (“Maeda Road”), andMaeda Seisakusho Co., Ltd. (“Maeda Seisakusho”; and Maeda Corporation, Maeda Road, and Maeda
Seisakusho are collectively referred to as the “Three Companies”) have reached a basic agreement onestablishing a joint holding company and conducting a business integration (the “Business Integration”) bymeans of a joint share transfer (the “Share Transfer”), and at the meetings of their respective boards of
directors they resolved to execute, and executed, a memorandum of understanding regarding businessintegration (the “MOU”).
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
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 -(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
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- 3 -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

Maeda Seisakusho(delisted)(delisted)(delisted)- 4 -(4) Structure of the Joint Holding Company’s Corporate Organs
With respect to the structure of the joint holding company’s corporate organs, it has been agreed in
the MOU that the joint holding company will take the form of a company with a nominating
committee, etc.
(5) Directors of the Joint Holding Company Upon Incorporation
The joint holding company will have eight directors, of whom four will be outside directors. Of thejoint holding company’s four directors (excluding outside directors), two will be nominated by Maeda
Corporation, one will be nominated by Maeda Road, and one will be nominated by Maeda Seisakusho
respectively. Candidates for the four outside directors will be determined by agreement throughdiscussions among Maeda Corporation, Maeda Road, and Maeda Seisakusho.

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)
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 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
(today)(Wednesday) February 24, 2021
(today)(Wednesday) March 31, 2021
(scheduled)
Mid-May 2021 (scheduled)(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- 5 -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 tosuch 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)
391,584,772 shares of common stock
The above was calculated based on Maeda Corporation’s total number of issued shares of
194,608,482 (as of December 31, 2020), Maeda Road’s total number of issued shares of
89,159,453 (as of December 31, 2020), and Maeda Seisakusho’s total number of issued shares of
16,100,000 (as of December 31, 2020). Furthermore, because Maeda Corporation, Maeda Road,
and Maeda Seisakusho respectively plan to cancel their treasury shares that they currently hold orplan to newly acquire in future, to the extent that cancellation is practically possible, before theShare Transfer takes effect, Maeda Corporation, Maeda Road, and Maeda Seisakusho are notplanned to be allotted shares of the joint holding company for the treasury shares they respectively
held as of December 31, 2020 (Maeda Corporation: 146,100 shares; Maeda Road: 6,740,157
shares; and Maeda Seisakusho: 226,903 shares). However, because the number of treasury sharesthat will actually be cancelled 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.
- 6 -(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
Maeda Corporation plans to pay a dividend of 27 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.
(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 be determined based on a comprehensive consideration of matters such as the past dividend
policies and dividend levels of the Three Companies, and the future operating results of the joint holding
company, but at this point the specific details have not been finalized.
(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 (42,271,000 shares as of December 31, 2020)
and Maeda Seisakusho (7,115,000 shares as of December 31, 2020) held by Maeda Corporation andshares of Maeda Corporation (5,245,900 shares as of December 31, 2020) and Maeda Seisakusho(345,000 shares as of December 31, 2020) held by Maeda Road, Maeda and Maeda Road will come tohold shares of the joint holding company, which is their wholly owning parent company, but after the- 7 -effective date of the Share Transfer we plan to dispose of such shares of the joint holding company at areasonable time in accordance with the provisions of the Companies Act, including dividends in kind tothe joint holding company. We will provide notice of the method of such disposal once it has been
decided.
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.
With respect to Maeda Corporation, Maeda Road, and Maeda Seisakusho respectively, Daiwa
Securities calculated the share transfer ratio using a market price analysis and discounted cashflow
analysis (“DCF Analysis”). The results of valuations using each of these methodologies is as statedbelow. Please note that the following calculated share transfer ratio ranges state the valuation range ofthe number of shares of common stock of the joint holding company allotted for one share ofcommon stock of Maeda Road and for one share of common stock of Maeda Seisakusho
respectively if one share of common stock of the joint holding company is allotted for each share ofcommon stock of Maeda Corporation.

(1)
(2)

MethodMarket price analysis
DCF Analysis

Maeda Road
1.97~2.16
1.07~2.58

Maeda Seisakusho
0.51~0.54
0.37~1.01

For the market price analysis, February 22, 2021 was used as the base date, and the simple averageclosing prices over the one-month period before the base date, the three-month period before the basedate, and the six-month period before the base date were used.
When calculating the share transfer ratio, Daiwa Securities in principle used information disclosed
by each company and information, etc. generally publicly available, assumed that the respective
materials and information, etc. used were all accurate and complete, and has not conductedindependent verification of the accuracy and completeness thereof. Daiwa Securities has notindependently evaluated, appraised, or assessed the assets or liabilities (including off-balance sheet
assets and liabilities, and other contingent liabilities) of each company and their related companies,
and has not retained a third-party institution to conduct evaluation, appraisal, or assessment. Daiwa
Securities has assumed that the financial outlooks (including profit plans and other information) havebeen reasonably prepared by the management of each company based on the best forecasts available
at the time such information was provided.
With respect to Maeda Corporation, Maeda Road, and Maeda Seisakusho respectively, SMBC
Nikko calculated the share transfer ratio using a market price analysis because they are listed on
financial instruments exchanges and have a market price, using a comparable listed company
analysis because there are listed companies comparable to the Three Companies and analogicalinference of the share price is possible by this approach, and DCF Analysis in order to evaluate the- 8 -intrinsic value based on the Three Companies’ future business activities. The results of calculations
using each of these methodologies is as stated below. Please note that the following calculated sharetransfer ratio ranges state the valuation range of the number of shares of common stock of the joint
holding company allotted for one share of common stock of Maeda Road and for one share ofcommon stock of Maeda Seisakusho respectively if one share of common stock of the joint holding
company is allotted for each share of common stock of Maeda Corporation.

(1)
(2)
(3)

MethodMarket price analysis
Comparable listedcompany analysis
DCF Analysis

Maeda Road
1.97～2.16
1.61～2.95

Maeda Seisakusho
0.51～0.54
0.22～0.44

1.36～2.47

0.19～0.63

For the market price analysis, February 22, 2021 was used as the base date for Maeda Corporationand Maeda Road, and the simple average closing prices on the First Section of the TSE over the onemonth period before the base date, the three-month period before the base date, and the six-month
period before the base date were used, and for Maeda Seisakusho, February 22, 2021 was used as thebase date, and the simple average closing prices on the JASDAQ Market of the TSE over the onemonth period before the base date, the three-month period before the base date, and the six-month
period before the base date were used. The above share transfer ratio ranges are were calculated basedon the results of these respective valuations.
When calculating the share transfer ratio, SMBC Nikko in principle used information disclosed byeach company and information, etc. generally publicly available, assumed that the respective materials
and information, etc. used were all accurate and complete, and has not conducted independent
verification of the accuracy and completeness thereof. SMBC Nikko has not independently evaluated,
appraised, or assessed the assets or liabilities (including off-balance sheet assets and liabilities, andother contingent liabilities) of each company and their related companies, and has not retained a thirdparty institution to conduct evaluation, appraisal, or assessment. SMBC Nikko has assumed that thefinancial outlooks (including profit plans and other information) have been reasonably prepared by
the management of each company based on the best forecasts available at the time such information
was provided.
Yamada Consulting calculated the share transfer ratio using a market price analysis and DCF
Analysis with respect to each of Maeda Corporation, Maeda Road, and Maeda Seisakusho. The
results of valuations using such methodologies are as follows. Please note that the following
calculated share transfer ratio ranges state the valuation range of the number of shares of common
stock of the joint holding company allotted for one share of common stock of Maeda Road and forone share of common stock of Maeda Seisakusho respectively if one share of common stock of thejoint holding company is allotted for each share of common stock of Maeda Corporation.

(1)
(3)

MethodMarket price analysis
DCF Analysis

Maeda Road
1.79~2.37
1.39~2.30- 9 -Maeda Seisakusho
0.46~0.59
0.32~0.60

For the market price analysis, February 22, 2021 was used as the base date, and the simple averageclosing prices over each of the one-month period before the base date, the three-month period before
the base date, and the six-month period before the base date were used.
When calculating the share transfer ratio, Yamada Consulting in principle used information
disclosed by each company and information, etc. generally publicly available, assumed that therespective materials and information, etc. used were all accurate and complete, and has notconducted independent verification of the accuracy and completeness thereof. Yamada Consulting
has not independently evaluated, appraised, or assessed the assets or liabilities (including off-balance
sheet assets and liabilities, and other contingent liabilities) of each company and their relatedcompanies, and has not retained a third-party institution to conduct evaluation, appraisal, or
assessment. Yamada Consulting has assumed that the financial outlooks (including profit plans andother information) have been reasonably prepared by the management of each company based on thebest forecasts available at the time of such submission.
Daiwa Securities, SMBC Nikko, and Yamada Consulting have respectively received from Maeda
Corporation, Maeda Road, and Maeda Seisakusho the future financial outlooks of each of Maeda
Corporation, Maeda Road, and Maeda Seisakusho, and have used these as the basis of their DCF
Analysis. When preparing the future profit plans of each of Maeda Corporation, Maeda Road, andMaeda Seisakusho that form the basis of calculations used in the DCF Analysis performed by Daiwa
Securities, SMBC Nikko, and Yamada Consulting, the future profit plans do not assume theimplementation of the Share Transfer and are based on the current organizational structure.
Additionally, the future profit plans of Maeda Corporation and Maeda Road do not anticipate large
increases and decreases in profits, however, Maeda Seisakusho’s future profit plan contains abusiness year with large year-on-year profit increase. Specifically, a rebound from the deterioration in
the results of operations due to the impact of the novel coronavirus pandemic in the fiscal year
ending March 31, 2021 is expected to result in a major increase in operating profits in the fiscal year
ending March 31, 2022.
(2) Background to Valuation
As discussed above, Maeda Corporation, Maeda Road, and Maeda Seisakusho respectively
retained Daiwa Securities, SMBC Nikko, and Yamada Consulting to calculate 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 the results of valuations bysuch third-party valuation institutions and comprehensively taking into account factors including thefinances, assets, future outlooks, and market price levels of each company. Consequently, the Three
Companies have concluded that ultimately the share transfer ratios stated above in Section 2.(3) areappropriate, and therefore we have resolved at the meetings of the boards of directors of eachcompany held today regarding basic agreement to conduct the share transfer using such sharetransfer ratio.
As explained below in Section 3.(5) Measures to Ensure Fairness, based on the results ofcalculations in the share transfer ratio valuation report received from its third-party valuation
institution, Daiwa Securities, advice from its legal advisor, Uryu & Itoga, and the results of due
diligence that Maeda Corporation conducted on Maeda Road and Maeda Seisakusho, etc. Maeda
Corporation believes that it is appropriate to examine the share transfer ratio using the calculated
range in DCF Analysis in which valuation is conducted based on future cash flows. Maeda- 10 -

Corporation negotiated the share transfer ratio while referring to the calculation range in Daiwa
Securities’ DCF Analysis, and determined that the share transfer ratio stated above in Section 2.(3) isappropriate.
(3) Relationship with Valuation Institutions
The valuation institutions Daiwa Securities, SMBC Nikko, and Yamada Consulting are not relatedparties of any of Maeda Corporation, Maeda Road, or Maeda Seisakusho, and do not have a materialinterest in the Share Transfer requiring disclosure.
(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.
(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 following measures have been implemented to ensure thefairness of the Share Transfer.
(i) Obtaining a valuation report from an independent third-party valuation institution
As stated above in (1), in order to ensure the fairness and appropriateness of the Share Transfer,
Maeda Corporation, Maeda Road, and Maeda Seisakusho respectively appointed Daiwa Securities,
SMBC Nikko, and Yamada Consulting as third-party valuation institutions independent from eachcompany and received share transfer ratio valuation reports used as the basis for agreement on theshare transfer ratio. Please note that none of the companies have received a written opinion (afairness opinion) from the aforementioned third-party valuation institutions to the effect that the sharetransfer ratios are appropriate for their respective shareholders from a financial perspective.
(ii) Advice from independent law firms
In order to ensure the fairness and appropriateness of the Share Transfer, Maeda Corporation,
Maeda Road, and Maeda Seisakusho have respectively appointed Uryu & Itoga, Anderson Mori &Tomotsune, and Nishimura & Asahi as legal advisors independent from each company, and obtained
advice regarding matters including their respective procedures for the Share Transfer and decisionmaking methods and processes, etc.
Uryu & Itoga, Anderson Mori & Tomotsune, and Nishimura & Asahi are not related parties of anyof the companies, and do not have a material interest in the Business Integration requiring disclosure.
(6) Measures to Avoid Conflicts of Interest
Maeda Corporation respectively holds 51.29% of Maeda Road’s total number of issued shares (asof December 31, 2020; including indirect holdings) and 47.72% of Maeda Seisakusho’s total number- 11 -

of issued shares (as of December 31, 2020; including indirect holdings).
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 following measures have been implemented to ensure thefairness of the Share Transfer.
(i) Maeda Road
i. Obtaining a report from a special committee with no interest in Maeda Road
In order to exercise care in Maeda Road’s decision making regarding the Business Integration, andto avoid the risk of arbitrariness and conflicts of interest in the board of directors’ decision-making
process, ensure the fairness thereof, and to confirm that such meeting of the board of directors deciding
to carry out the Business Integration would not be disadvantageous for Maeda Road’s minority
shareholders, on January 19, 2021 Maeda Road established a special committee (the “Maeda Road
Special Committee”) made up of three members: Mr. Ryusuke Ohori, an outside director of Maeda
Road notified to the TSE as an independent officer, who has no interest in Maeda Corporation or
Maeda Seisakusho; Mr. Keiichiro Hashimoto, an outside director of Maeda Road notified to the TSE
as an independent officer, who has no interest in Maeda Corporation or Maeda Seisakusho; and Mr.
Yoshikazu Suzuki (attorney-at-law, City-Yuwa Partners), an outside expert with no interest in the Three
Companies. The Maeda Road Special Committee has not changed since first established. The Maeda
Road Special Committee has elected Mr. Keiichiro Hashimoto as its chair by internal vote by thecommittee members.
Maeda Road has requested the Maeda Road Special Committee to provide advice as to (i) whether
the purpose of the Business Integration can be found to be reasonable (including whether the Business
Integration will serve to improve Maeda Road’s corporate value), (ii) whether the fairness of thetransaction terms of the Business Integration (including the share transfer ratio in the Share Transfer)
has been ensured, (iii) whether sufficient consideration has been given to the interests of Maeda Road’s
shareholders through fair procedures in the Business Integration, and (iv) whether, in addition to (i)through (iii) above, that Business Integration is not disadvantageous to Maeda Road’s minority
shareholders ((i) through (iv) are hereinafter referred to collectively as the “Maeda Road Inquiry
Matters”). Additionally, when establishing the Maeda Road Special Committee, Maeda Road’s boardof directors resolved to respect in full the details of the judgment of the Maeda Road Special
Committee when making decisions regarding the Business Integration and to delegate to a third-party
valuation institution at Maeda Road’s expense calculations of the share transfer ratio of the Share
Transfer and any other matters that the Maeda Special Committee judged to be necessary.
Remuneration paid to committee members of the Maeda Corporation Road Special Committee is only
fixed remuneration that is paid irrespective of the success of the Business Integration and the content
of the report, and does not include contingency fees conditioned on announcement or implementation,etc. of the Business Integration. When examining the Maeda Road Inquiry Matters, the Maeda Road
Special Committee appointed Trustees Advisory Co., Ltd. (“Trustees”) as its own third-party valuation
institution, independent from the Three Companies. Remuneration paid to Trustees in connection with
the Business Integration is only fixed remuneration that is paid irrespective of the success of theBusiness Integration, and does not include success fees conditioned on announcement or
implementation, etc. of the Business Integration.
The Maeda Road Special Committee conducted careful examination of the Maeda Road Inquiry- 12 -

Matters by holding a total of eight meetings for a total of approximately twelve hours from January 19,
2021 to February 22, 2021, as well as by stating their opinions, exchanging information, and collecting
information, etc. through e-mails, etc. outside of meetings, and holding ad hoc discussions as necessary.
Specifically, first, at the initial meeting of the special committee, they confirmed whether there were
any issues with the independence of SMBC Nikko, that Maeda Road had appointed as its financial
advisor and third-party valuation institution, and its legal advisor, Anderson Mori & Tomotsune, andrespectively approved them as Maeda Road’s third-party valuation institution and legal advisor. The
Maeda Road Special Committee also confirmed whether there were any issues with Maeda Road’s
directors involved in examination, negotiation, and determination of the Business Integration from theperspective of having an interest in Maeda Corporation and Maeda Seisakusho, and granted theirapproval. Then, the Maeda Road Special Committee (a) received explanations from Maeda
Corporation regarding the details of the Business Integration proposal and the purpose of the Business
Integration, as well as the expected synergies, etc. of the Business Integration, and asked questions andreceived answers regarding these matters, (b) received explanations from Maeda Road of Maeda
Road’s history, the details of its business, the background to receiving the proposal for the Business
Integration, the purpose of the Business Integration, Maeda Road’s thoughts on the details of Maeda
Corporation’s proposal and the effect that the Business Integration would have on Maeda Road’s
corporate value, the background to preparation of Maeda Road’s business plan and the content thereof,etc., and asked questions and received answers regarding such matters, (c) questioned Maeda
Seisakusho about the synergies expected from the Business Integration and the background to the
preparation of Maeda Seisakusho’s business plan, etc. and received answers regarding such matters,(d) received explanations of the results of calculations of the share transfer ratio from SMBC Nikko
and Trustees as well as about the scheme for the Business Integration respectively, and asked questions
and received answers regarding such matters, (e) received advice from Anderson Mori & Tomotsune
regarding the details of measures to ensure the fairness of the Business Integration from a procedural
perspective as well as the decision-making method and process of Maeda Road’s meeting of the boardof directors regarding the Business Integration and other measures to ensure fairness, and asked
questions and received answers regarding such matters, and (f) collected information regarding theBusiness Integration from related materials, etc. submitted in relation to the Business Integration, andalso used such information to carefully discuss, examine, and deliberate the Maeda Road Inquiry
Matters.
The Maeda Road Special Committee was involved in the negotiation process with the other two
companies such as by discussing the negotiation policy, etc. multiple times, and stating its opinion to
Maeda Road on multiple occasions upon receiving timely reports on the process and details, etc. of
discussions and negotiations among the Three Companies regarding the Business Integration.
With that background, the Maeda Road Special Committee conducted careful deliberation andexamination of the Maeda Road Inquiry Matters based on such explanations, the results of valuations,and other examination materials, and on February 22, 2021 submitted its report to Maeda Road’s boardof directors generally as set out below.
(i) Whether the purpose of the Business Integration can be found to be reasonable (including whether
the Business Integration will serve to improve Maeda Road’s corporate value)
According to Maeda Road and Maeda Corporation, in light of the future business environment,
Maeda Road’s primary management challenges are building new revenue bases while securing
stable orders in its existing business, and aiming to further improve business productivity in order totackle issues such as labor shortages due to the impact of a shrinking population. It was explained to- 13 -

the Maeda Road Special Committee that by maximally leveraging the group’s management
resources through the Business Integration, Maeda Road expects to be able to (a) leverage Maeda
Corporation’s management resources to build new revenue bases such as business of comprehensive
management of public infrastructure, the PPP and concession business and overseas business, (b)secure orders in existing business such as by expanding orders from government agencies andreceiving construction work orders that arise in connection with public infrastructure operation
business, (c) improve productivity, etc. through joint promotion of technical development, DX, andpersonnel development on a group-wide basis, and (d) benefit from an increased corporate scale as alisted joint holding company in terms of future financing, credit and credit rating, and recruitment,
etc. The Maeda Road Special Committee found no aspect of such explanation to be particularly
unreasonable.
Maeda Road was opposed to the tender offer by Maeda Corporation in 2020, however, according
to Maeda Road, considering its situation since it became a consolidated subsidiary of Maeda
Corporation, its views differ from that of the time that the tender offer was announced. It has come tobelieve that there are sufficient prospects for the possibility of business synergies due to collaborative
business, etc. with Maeda Corporation and no specific concerns for damage to Maeda Road’s
corporate value have arisen thus far, and therefore it has come to positively consider the Business
Integration. The Maeda Road Special Committee regards Maeda Road’s such judgment to be theresult of reasonable examination based on its relationship with Maeda Corporation thus far.
It cannot be denied that the Three Companies maintaining the current capital relationship which is
structured to conduct independent business management as listed companies imposes certain limits
on the mutual utilization of management resources due to issues associated with conflicts of interest
with their respective minority shareholders. The Maeda Road Special Committee believes that it issufficiently reasonable for Maeda Road to determine that combining the interests of the Three
Companies through formation of the joint holding company will allow the Three Companies tomaximize the synergies arising from the sharing of management resources as a group, and the Share
Transfer to be the best form of a business integration in order to create a structure that facilitates the
pursuit of synergies while respecting the corporate cultures of each company and maintaining thebusiness frameworks of each company as well as that, taking into account the fact that Maeda Road’s
minority shareholders are in a position in the Share Transfer where they will continue to benefit fromthe improvements in corporate value due to the Business Integration as shareholders of the joint
holding company, it is necessary to conduct the Business Integration in order to increase thepossibility of achieving synergies and selecting the Share Transfer as the structure of the businessintegration.
As a result of examination through interviews with Maeda Corporation and Maeda Road, theMaeda Road Special Committee could not find any specific likelihood of potential drawbacks, suchas weakening of compliance frameworks, the future impact on business partners, impact onfinancing, impact on recruitment, or fall in morale of current employees, that exceed the benefits
expected from the Business Integration.
Comprehensively taking the above factors into account, the Maeda Road Special Committee
considers that the Business Integration can serve to improve Maeda Road’s corporate value, isappropriate for such its purpose, and is reasonable.
(ii) Whether the fairness of the terms of the Business Integration (including the share transfer ratio in
the Share Transfer) is maintained- 14 -

The Maeda Road Special Committee found that, with regards to the share transfer ratios pertaining
to the Share Transfer, the ratios for Maeda Road were found to exceed the upper limit of the ranges
calculated by using a market price analysis and comparable listed company analysis, and be within
the calculated range as well as exceed the median value of the DCF Analysis, which analyses
Trustees, the third-party valuation institution appointed by the Maeda Road Special Committee,
separately conducted to calculate share transfer ratio.
On this point, based on the explanation of the results of such calculations received from Trustees,
the Maeda Road Special Committee did not find any particularly unreasonable aspects in the choiceof valuation methodology or the valuation process in each valuation methodology. The Maeda Road
Special Committee also confirmed the preparation process of each company’s business plan throughdiscussions with each company. Furthermore, according to Trustees, no especially unreasonableaspects were found in the content of each company’s business plan and no particularly unreasonableaspects were found with respect to the business plans of each company that constituted the basis of
calculations using DCF Analysis. Therefore, the Maeda Road Special Committee considers that there
is a certain degree of reasonableness to the Trustees’ results of calculations, and the share transfer
ratios of the Share Transfer is at a level with a certain degree of reasonableness in light of suchcalculation results.
Of the share transfer ratios pertaining to the Share Transfer, the ratios for Maeda Road were found
to exceed the upper limit of the range calculated by using a market price analysis, meet the medianvalue of the range calculated by using a comparable listed company analysis, and be within thecalculated range as well as exceed the median value of the DCF Analysis in light of the results ofcalculation of the share transfer ratio that Maeda Road’s third-party valuation institution, SMBC
Nikko, conducted. The Maeda Road Special Committee found that such share transfer ratio is also ata reasonable level in light of such results of calculation by SMBC Nikko. There is a certain difference
between the respective results of calculations by Trustees and SMBC Nikko, however, according toTrustees, such difference is caused by factors such as differences in choices of comparable listedcompanies, the approach to the discount rate in DCF Analysis, and whether or not an exit multiple
was used for perpetual value calculations, and all of such approaches are acceptable to adopt in thevaluation practice.
With respect to the share transfer ratios of the Share Transfer, the Maeda Road Special Committee
considers that the premium on Maeda Road’s shares is at a level with a certain degree of
reasonableness in light of the levels of premiums of other companies such as in joint share transfers
or share exchanges, etc. between other listed companies.
As of February 22, 2021, the Maeda Road Special Committee obtained from Trustees a fairness
opinion to the effect that Trustees determined that the share transfer ratio of the Share Transfer was
reasonable for Maeda Road’s minority shareholders from a financial perspective.
Based on the draft Memorandum of Understanding Regarding the Business Integration, theMaeda Road Special Committee found no content in particular that was disadvantageous to Maeda
Road’s minority shareholders in terms of conditions other than the share transfer ratio.
As stated below in (iii), the Maeda Road Special Committee considers that, in the Business
Integration, full consideration has been given to the interests of Maeda Road’s shareholders throughfair procedures, and that the terms of the Business Integration, including the share transfer ratio, havebeen determined through such fair procedures.
Based on comprehensive consideration of the above factors, the Maeda Road Special Committee
considers that the fairness of the terms of the Business Integration, including the share transfer ratio,- 15 -

have been ensured.
(iii) Whether sufficient consideration has been given to the interests of Maeda Road’s shareholders
through fair procedures in the Business Integration
From the perspective of eliminating arbitrariness and avoiding conflicts of interest in the decisionmaking process, Maeda Road established the Maeda Road Special Committee. The Maeda Road
Special Committee was established before specific negotiations of the terms of the Business
Integration, including the share transfer ratio, began. No grounds have been found to doubt theindependence of each committee member. The Maeda Road Special Committee confirmed that there
were no issues with the independence of the financial advisor which was also appointed as the thirdparty valuation institution, and the legal advisor appointed by Maeda Road, and respectively
approved them as Maeda Road’s advisor, etc. The Maeda Road Special Committee appointed
Trustees as the Maeda Road Special Committee’s own third-party valuation institution and obtained
both the share transfer ratio valuation report and the fairness opinion, taking which into account theMaeda Road Special Committee examined and determined the appropriateness of the Business
Integration, the reasonableness of the transaction terms, and the fairness of procedures. Maeda Road
also received legal advice from an independent legal advisor regarding the various procedures for theBusiness Integration, including the decision-making method and process, etc. of the board of
directors, and obtained the prescribed share transfer ratio valuation report from an independent thirdparty valuation institution.
Based on the above examination framework, Maeda Road conducted substantive negotiations
with Maeda Corporation pursuant to the opinions from the Maeda Road Special Committee
regarding negotiation policy and advice from its advisors, etc. The Maeda Road Special Committee
did not find any particularly unreasonable aspects regarding the negotiation process from theperspective of the interests of Maeda Road’s minority shareholders.
Of the directors of Maeda Road, those who had been previously employed at or who had formerly
serviced as officers of Maeda Corporation did not participate in discussions and negotiations
regarding the share transfer ratio for the Share Transfer on behalf of Maeda Road. The Maeda Road
Special Committee did not find any unreasonable aspects with respect to the planned method ofresolution for agenda proposals at the Maeda Road’s board of directors regarding the Business
Integration, and no facts where parties with a particular interest in the Business Integration were
presumed to have an unreasonable impact on Maeda Road were found in the discussion,
examination, or negotiation process pertaining to the Business Integration. Furthermore, whenestablishing the Maeda Road Special Committee, Maeda Road’s board of directors resolved torespect in full the details of the judgment of the Maeda Road Special Committee when making
decision regarding the Business Integration, and it is anticipated that decision-making will be carriedout with full consideration given the purpose of establishing the Maeda Road Special Committee.
A certain degree of disclosure in press releases relating to the Business Integration is planned
respectively for information regarding the Maeda Road Special Committee, the details of the resultsof calculation of the share transfer ratio, and other information regarding the purpose of the Business
Integration, etc. The Maeda Road Special Committee considers that sufficient amount of informationis planned to be disclosed in order for minority shareholders to determine the reasonableness, etc. ofthe transaction terms.
Based on a comprehensive consideration of the foregoing, the Maeda Road Special Committee
considers that sufficient consideration has been given to Maeda Road’s shareholders through fair
- 16 -

procedures in the Business Integration.
(iv) Whether, in addition to (i) through (iii) above, that Business Integration is not disadvantageous to
Maeda Road’s minority shareholders
Based on a comprehensive consideration of (i) through (iii) above, the Maeda Road Special
Committee determined that the Business Integration is not disadvantageous to Maeda Road’s
minority shareholders, and that there are no special circumstances that conflict with suchdetermination.
ii. The Maeda Road Special Committee’s acquisition of a share valuation report from an
independent third-party valuation institution and acquisition of a fairness opinion
When examining the Maeda Road Inquiry Matters, the Maeda Road Special Committee retained
Trustees as a third-party valuation institution independent from the Three Companies to calculate theshare transfer ratio and requested Trustees to submit an opinion regarding the appropriateness of theshare transfer ratio (fairness opinion) (the “Fairness Opinion”). Trustees is not a related party of theThree Companies, and does not have a material interest in the Business Integration.
With respect to Maeda Corporation, Maeda Road, and Maeda Seisakusho respectively, Trustees
carried out valuation using a market price analysis because they are listed on financial instruments
exchanges and have a market price, using a comparable listed company analysis because there arelisted companies comparable to the Three Companies and analogical inference of the share price ispossible by this approach, and DCF Analysis in order to evaluate the intrinsic value based on the Three
Companies’ future business activities. The results of calculations using each of these methodologies is
as stated below. Please note that the following calculated share transfer ratio ranges state the valuation
range of the number of shares of common stock of the joint holding company allotted for one share ofcommon stock of Maeda Road and for one share of common stock of Maeda Seisakusho respectively
if one share of common stock of the joint holding company is allotted for each share of common stockof Maeda Corporation.

(1)
(2)
(3)

MethodMarket price analysis
Comparable listedcompany analysis
DCF Analysis

Maeda Road
1.97～2.17
0.61～1.52

Maeda Seisakusho
0.48～0.54
0.37～1.10

1.33～2.48

0.48～0.88

For the market price analysis, February 22, 2021 was used as the base date for Maeda Corporationand Maeda Road, and the simple average closing prices on the First Section of the TSE over the onemonth period before the base date, the three-month period before the base date, and the six-month
period before the base date were used, and for Maeda Seisakusho, February 22, 2021 was used as thebase date, and the simple average closing prices on the JASDAQ Market of the TSE over the onemonth period before the base date, the three-month period before the base date, and the six-month
period before the base date were used to carry out valuation. The above share transfer ratio ranges
were calculated based on the results of these respective valuations.
When calculating the share transfer ratio, Trustees in principle used information disclosed by
Maeda Corporation, Maeda Road, and Maeda Seisakusho and information, etc. generally publicly- 17 -

available, assumed that the respective materials and information, etc. used were all accurate andcomplete, and has not conducted independent verification of the accuracy and completeness thereof.
Trustees has not independently evaluated, appraised, or assessed the assets or liabilities (including offbalance sheet assets and liabilities, and other contingent liabilities) of each company and their relatedcompanies, and has not retained a third-party institution to conduct evaluation, appraisal, or
assessment. Trustees has assumed that the financial outlooks (including profit plans and otherinformation) have been reasonably prepared by the management of each company based on the best
forecasts available at the time such information was provided.
Additionally, the Maeda Road Special Committee received from Trustees the Fairness Opinion
dated February 22, 2021 to the effect that the share transfer ratio for Maeda Road of 2.28 in the Share
Transfer is reasonable for Maeda Road’s minority shareholders from a financial perspective.
(Note) The Fairness Opinion states an opinion as of the preparation date thereof based on theinformation obtained by Trustees by the preparation date thereof in light of the economic
conditions and capital market and other conditions as of the preparation date thereof, andTrustees bears no obligation to revise, amend, or supplement the content of the Fairness
Opinion even if any subsequent changes in situation would affect the opinion expressed in the
Fairness Opinion.
The Fairness Opinion does not represent an opinion or recommendation regarding theappropriateness of implementing the Share Transfer and other acts relating to the Share
Transfer, and does not state any opinion whatsoever to the holders of securities issued by eachcompany, creditors, or other related parties.
The Fairness Opinion was submitted by Trustees as materials forming the basis of thejudgment of the Maeda Road Special Committee regarding the Share Transfer, and is notintended to be used for any other purpose.
iii. Unanimous approval of all of Maeda Road’s directors without an interest and unanimous opinion
from audit & supervisory board members to the effect that there is no objection
Of Maeda Road’s directors, because Mr. Kojiro Fukuda, Mr. Yasuhiko Imaizumi, and Mr. Hirotaka
Nishikawa are from Maeda Corporation and Mr. Akira Watanabe formerly served as an outside
director of Maeda Corporation, from the perspective of avoiding conflicts of interest, deliberation of
the agenda proposal for execution of the MOU regarding the Business Integration at the meeting of
Maeda Road’s board of directors held on February 24, 2021 was carried out by 6 of the 10 directors of
Maeda Road, excluding Mr. Kojiro Fukuda, Mr. Yasuhiko Imaizumi, Mr. Hirotaka Nishikawa, and
Mr. Akira Watanabe, and was resolved unanimously thereby.
From the perspective of avoiding conflicts of interest, Mr. Kojiro Fukuda, Mr. Yasuhiko Imaizumi,
Mr. Hirotaka Nishikawa, and Mr. Akira Watanabe out of Maeda Road’s directors did not participate
on behalf of Maeda Road in discussions and negotiations regarding the share transfer ratio in the Share
Transfer.
At the above meeting of Maeda Road’s board of directors, Maeda Road’s audit & supervisory board
members unanimously stated an opinion to the fact that they had no objection to execution of the MOU
regarding the Business Integration.
(ii) Maeda Seisakusho
i. Obtaining a report from a special committee with no interest in Maeda Seisakusho- 18 -

In light of facts such as that Maeda Seisakusho and Maeda Road are consolidated subsidiaries of
Maeda Corporation, the Share Transfer falls under a material transaction, etc. with a controllingshareholder, and that a structural conflict of interest could arise when examining the Share Transfer
at Maeda Seisakusho, the meeting of Maeda Seisakusho’s board of directors held on January 27,
2021 resolved to establish a special committee (the “Maeda Seisakusho Special Committee”) madeup of three members – Mr. Masaaki Takahashi (independent outside director of Maeda Seisakusho
and attorney-at-law at Takahashi Law Firm), Mr. Chihiro Watanabe (independent outside audit &supervisory board member of Maeda Seisakusho), and Mr. Masato Kasahara (certified public
accountant, Kasahara CPA Office) – independent from Maeda Corporation, Maeda Road, andMaeda Seisakusho, as well as from whether the Share Transfer is successful, in order to ensure thefairness of the transaction terms of the Share Transfer, avoid arbitrariness in relation to the Share
Transfer, ensure fairness, transparency, and objectivity in Maeda Seisakusho’s decision-making
process, and avoid conflicts of interest. The Maeda Seisakusho Special Committee has not changed
since first established and has elected Mr. Masaaki Takahashi as the chair of the Maeda Seisakusho
Special Committee by internal vote of the committee members. All members of the Maeda
Seisakusho Special Committee are paid fixed remuneration as consideration for their duties
irrespective of the content of their report.
Based on the above resolution of the board of directors, Maeda Seisakusho tasked the Maeda
Seisakusho Special Committee to examine (a) the appropriateness of the Share Transfer (including
whether the Share Transfer will serve to improve Maeda Seisakusho’s corporate value), (b) the
reasonableness of the transaction terms of the Share Transfer, (c) the fairness of the procedures of
the Share Transfer, and (d) that, based on (a) through (c) above, the decision by Maeda Seisakusho’s
board of directors to implement the Share Transfer is not disadvantageous to Maeda Seisakusho’s
minority shareholders (collectively, the “Maeda Seisakusho Inquiry Matters”) and submit to Maeda
Seisakusho a written report on these points. Together with this, Maeda Seisakusho’s board of
directors also resolved that, when deciding to implement the Share Transfer, they would respect infull the details of the judgment of the Maeda Seisakusho Special Committee and that they would
not make the decision to implement the Share Transfer if the Maeda Seisakusho Special Committee
judged that implementing the Share Transfer would not be appropriate. Maeda Seisakusho’s boardof directors also resolved to grant the Maeda Seisakusho Special Committee authority to request
Maeda Seisakusho’s board of directors and responsible officers to collect all information
whatsoever necessary to conduct its inquiry, authority to confirm policies in advance, receive timely
reports, state their opinion as necessary, and make requests, etc. when the transaction terms of the
Share Transfer were being negotiated, in order to ensure the fairness of the transaction terms of the
Share Transfer, and authority to receive advice from different financial advisors or legal advisors
than those appointed by Maeda Seisakusho’s board of directors for the Share Transfer when the
Maeda Seisakusho Special Committee determines it to be necessary.
At the above meeting of Maeda Seisakusho’s board of directors, of the seven directors of Maeda
Seisakusho, the above resolution was deliberated and unanimously passed by four directors. Fromthe perspective of avoiding conflicts of interest Mr. Yasuo Kato was excluded due to being a former
employee of Maeda Corporation, Mr. Satoru Tahara was excluded due to concurrently serving as
an employee of Maeda Corporation, and Mr. Masaaki Takahashi was absent for personal reasons.
Although Mr. Masaaki Takahashi was absent from the above meeting of Maeda Seisakusho’s boardof directors for personal reasons and did not participate in deliberations and resolutions, heconfirmed in advance of the above meeting of Maeda Seisakusho’s board of directors that he- 19 -

approved of the establishment of the Maeda Seisakusho Special Committee. Of Maeda
Seisakusho’s four audit & supervisory board members, Mr. Ryoji Tazima and Mr. Shigeru Izuka
did not participate in the above deliberations from the perspective of avoiding conflicts of interest
because they are former employees of Maeda Corporation.
The Maeda Seisakusho Special Committee carefully examined and discussed the Maeda
Seisakusho Inquiry Matters by holding a total of six meetings from January 28, 2021 to February
22, 2021 (spanning a total of approximately 9.5 hours), and also reporting, sharing information,
deliberating, and making decisions, etc. through e-mail, etc. in between meetings.
Specifically, first, at the initial meeting of the Maeda Seisakusho Special Committee, theyreceived from Maeda Seisakusho an explanation of an overview of the Share Transfer, including
the background, etc. leading to examination of the Share Transfer, and asked questions and received
answers on such matters. Additionally, they confirmed that there were no issues with theindependence and expertise of Maeda Seisakusho’s third-party valuation institution Yamada
Consulting, financial advisor Mizuho Securities, and legal advisor Nishimura & Asahi respectively,
and confirmed that the Maeda Seisakusho Special Committee could also receive expert advice asnecessary.
Then, the Maeda Seisakusho Special Committee received explanations from Maeda Corporation,
and asked questions and received answers, regarding matters including the background leading toproposal of the Share Transfer and its purpose, the synergies from to the Share Transfer, and theirapproach regarding the organizational structure and governance framework of the joint holding
company. The Maeda Seisakusho Special Committee also received explanations from Maeda
Seisakusho, and asked questions and received answers, regarding matters including the backgroundleading to receiving the proposal for the Share Transfer, the strengths and weaknesses of Maeda
Seisakusho’s business, technology, finances, and personnel, etc., Maeda Seisakusho’s view
regarding the synergies from the Share Transfer, and the preparation process, and content, of Maeda
Seisakusho’s business plan. Additionally, the Maeda Seisakusho Special Committee questioned
Maeda Road regarding matters including the background leading to receiving the proposal for the
Share Transfer, the strengths and weaknesses of Maeda Road’s business, technology, finances, andpersonnel, etc., and Maeda Road’s view regarding the synergies from the Share Transfer, andreceived answers in writing. The Maeda Seisakusho Special Committee received explanations
from Yamada Consulting, and asked questions and received answers, regarding matters including
the valuation methods, assumptions, and the details of valuations using each valuation method, etc.
used by Yamada Consulting to calculate the share transfer ratio.
Whenever Maeda Seisakusho received a proposed share transfer ratio from Maeda Corporation,
the Maeda Seisakusho Special Committee received reports from time to time regarding thebackground and details, etc. of discussions and negotiations regarding the Share Transfer among
Maeda Seisakusho, Maeda Corporation, and Maeda Road, and discussed how to respond, etc.
Based also on advice from Mizuho Securities from a financial perspective, including analysis of
the premiums in recent share transfer deals and other business integrations, the Maeda Seisakusho
Special Committee was substantially involved in the negotiation process with Maeda Corporationand Maeda Road such as by providing its opinion after deliberating and examining the details
thereof.
On multiple occasions the Maeda Seisakusho Special Committee also received explanations of
the drafts of press releases that Maeda Corporation, Maeda Road, and Maeda Seisakusho planned
to issue, and while receiving advice from Nishimura & Asahi, confirmed that the Three Companies- 20 -

planned thorough disclosure of information regarding the Share Transfer to Maeda Seisakusho’s
shareholders.
As a result of carefully discussing and examining the Maeda Seisakusho Inquiry Matters withthis kind of process, the Maeda Seisakusho Special Committee submitted its report to Maeda
Seisakusho on February 22, 2021, generally as follows.
(i) Appropriateness of the Share Transfer (including whether the Share Transfer will serve to improve
Maeda Seisakusho’s corporate value)
Looking at the business environment in which Maeda Seisakusho and Maeda Corporation are
operating, Maeda Seisakusho’s core businesses – construction machinery-related business andindustrial/steel machinery-related business – are both construction-related businesses, andconstruction-related investment is expected to shrink in the future in Japan. It is reasonable as amember of Maeda Corporation’s proposed “comprehensive infrastructure services company group”
that Maeda Seisakusho collaborates in the public infrastructure comprehensive management aswell as business in the PPP and concession fields, and the implementation of this transaction isconsidered to have the potential to lead Maeda Seisakusho to acquire new revenue bases. Although
Maeda Seisakusho is Maeda Corporation’s consolidated subsidiary, mutual independence of theirrespective management has been maintained because both the parent and the subsidiary are listedcompanies. The Business Integration through conversion to a holding company is expected to
expand the scope of business and increase the value of business although Maeda Seisakusho did
not tend to let its business rely on transactions with Maeda Corporation thus far.
With respect to the specific effects Maeda Corporation presents as being anticipated from
implementing this Share Transfer ((a) establishing a standing (brand) as a comprehensive
infrastructure services company both in Japan and internationally, (b) pursuit of financing benefits
for the group by improving external ratings (reduction in capital costs), (c) acceleration of M&A
activities, including in other business fields, (d) joint DX and R&D initiatives, (e) improvements in
productivity by sharing indirect operations, (f) reduction of legal risks, (g) enhancement ofgovernance (transition to a company with a nominating committees, etc., cessation of maintaining
the listing of both the parent and subsidiary, etc.), and (h) enhancement of recruitment and training,etc.), the Maeda Seisakusho Special Committee believes that each of such effects specific effects
can be realized. Considering also the low liquidity of Maeda Seisakusho’s shares on the JASDAQ
market, the Maeda Seisakusho Special Committee believes that the disadvantages of delisting
Maeda Seisakusho’s shares will not be significant.
For the above reasons, the Maeda Seisakusho Special Committee considers that the Share
Transfer will serve to improve Maeda Seisakusho’s corporate value, and therefore it determinedthat the Share Transfer is approvable.
(ii) Reasonableness of the transaction terms of the Share Transfer
The Maeda Seisakusho Special Committee received from Yamada Consulting, which is thethird-party valuation institution appointed by Maeda Seisakusho, an explanation of the calculation
methods and the calculation process for the share transfer ratio as well as the consideration process
regarding the per share valuation of the shares of the Three Companies on which the share transfer
ratio calculations were based, and asked questions and received answers in writing. As a result, theMaeda Seisakusho Special Committee did not find any unreasonable aspects in the above
calculation methods and calculation processes or the consideration process, and determined that the- 21 -Yamada Consulting share transfer ratio valuation report was reliable. While the share transfer ratiois that Maeda Seisakusho is 0.58 if Maeda Corporation is 1.00, the Maeda Seisakusho Special
Committee recognized that such ratio was within the range of results of calculation in the sharetransfer ratio valuation report provided by Yamada Consulting. Additionally, the Maeda Seisakusho
Special Committee considered that, with regards to shares of Maeda Seisakusho, the share transfer
ratio in the Share Transfer (a) offers a premium that compares favorably to the levels of premiums
in recent share transfers between other companies and (b) is at the level that was close to the upper
limit of both ranges for the share transfer ratio that were calculated by the market price analysis and
DCF Analysis as provided in Yamada Consulting’s share transfer ratio valuation report.
Furthermore, the Maeda Seisakusho Special Committee found that, in light of the draft
memorandum of understanding that Maeda Seisakusho shared with it, no other terms of the Share
Transfer are disadvantageous to Maeda Seisakusho’s minority shareholders compared to othersimilar cases.
Therefore, the Maeda Seisakusho Special Committee considers that the reasonableness of thetransaction terms of the Share Transfer have been ensured.
(iii) Fairness of the procedures of the Share Transfer
Maeda Seisakusho and Maeda Road are consolidated subsidiaries of Maeda Corporation, theShare Transfer falls under a material transaction, etc. with a controlling shareholder, and a structural
conflict of interest could arise when examining the Share Transfer at Maeda Seisakusho. In light ofsuch fact and other circumstances, Maeda Seisakusho established the Maeda Seisakusho Special
Committee. The Maeda Seisakusho Special Committee is found to be independent and to function
effectively due to factors including that (a) the Maeda Seisakusho Special Committee was promptly
established after receiving the initial proposal for the share transfer ratio from Maeda Corporationand it was ensured that the Maeda Seisakusho Special Committee was involved in negotiations
between Maeda Seisakusho, Maeda Corporation, and Maeda Road from the initial stage of theprocess forming the transaction terms, (b) the respective members thereof were confirmed to be
independent and had been appointed with due consideration to expertise and characteristics, (c) aframework was ensured in respective processes for the decision to establish the Maeda Seisakusho
Special Committee, authority and duties, the appointment of members, and the setting of
remuneration where Maeda Seisakusho’s outside directors and independent audit & supervisoryboard member were substantially involved, (d) from the initial proposal of the share transfer ratio
by Maeda Corporation until Maeda Seisakusho accepted the final proposal, the Maeda Seisakusho
Special Committee was substantially involved in the negotiation of transaction terms with Maeda
Corporation and Maeda Road, by means such as holding discussions with Maeda Seisakusho on
multiple occasions, stating its opinion, giving directions, and making requests to Maeda Seisakusho,(e) the Maeda Seisakusho Special Committee, first confirmed that there were no issues regarding
the respective independence and expertise of the outside advisors appointed by Maeda Seisakusho,
and then received expert advice as necessary, (f) the Maeda Seisakusho Special Committee directlyinterviewed, or issued written questions, to the parties to the Share Transfer, obtained material
information, including non-public information such as drafts of the memorandum of understanding
and planned public press releases, and ensured a framework to examine the Share Transfer in which
it can take into account the information obtained by such means, (g) it was stipulated that eachcommittee member would be paid fixed remuneration as their respective consideration for theirduties, irrespective of the success of the Share Transfer and the content of the report, (h) Maeda- 22 -

Seisakusho’s board of directors also resolved that, when deciding to implement the Share Transfer,they would respect in full the details of the judgment of the Maeda Seisakusho Special Committee
and that they would not make the decision to implement the Share Transfer if the Maeda Seisakusho
Special Committee judged that implementing the Share Transfer would not be appropriate, and (i)Maeda Seisakusho examined and negotiated the terms of the Share Transfer without theparticipation of the two directors of Maeda Seisakusho who were current or former employees of
Maeda Corporation, and did not allow such two directors and the two audit & supervisory board
members who were former employees of Maeda Corporation to be involved in deliberation andresolutions by Maeda Seisakusho’s board of directors regarding the Share Transfer.
Maeda Seisakusho appointed Nishimura & Asahi as its legal advisor independent from Maeda
Seisakusho, Maeda Corporation, and Maeda Road, and received from such law firm necessary
legal advice regarding the decision-making method and process of Maeda Seisakusho’s board of
directors, including various procedures regarding the Share Transfer, as well as other items
requiring caution. Maeda Seisakusho also appointed Yamada Consulting as a third-party valuation
institution independent from Maeda Seisakusho, Maeda Corporation, and Maeda Road, andobtained a share transfer ratio valuation report dated February 22, 2021. In addition, Maeda
Seisakusho appointed and obtained advice from Mizuho Securities as a financial advisor
independent from Maeda Seisakusho, Maeda Corporation, and Maeda Road.
Although a so-called proactive market check was not performed in the Share Transfer, because
Maeda Corporation is not believed to have the intent to sell Maeda Seisakusho’s shares to a third
party and a serious counterproposal is not anticipated, it was recognized that there is little meaning
to performing a proactive market check. Additionally, although there is no plan to set and announce
majority-of-minority conditions, because it is possible that such setting such conditions would
destabilize the formation of the Share Transfer and not serve the interests of Maeda Seisakusho’s
minority shareholders approving the Share Transfer, and also for the reason that there are othersufficient measures taken to ensure fairness at Maeda Seisakusho, the fact that such conditions were
not set cannot be found to automatically compromise the fairness of the procedures of the Share
Transfer.
The Maeda Seisakusho Special Committee considers that disclosure of sufficient information
regarding the Maeda Seisakusho Special Committee, the share transfer ratio valuation report, andother information, through press releases to regular shareholders, is planned.
Therefore, the Maeda Seisakusho Special Committee considers that the fairness of proceduresfor the Share Transfer have been ensured.
(iv) The decision by Maeda Seisakusho’s board of directors to implement the Share Transfer is notdisadvantageous to Maeda Seisakusho’s minority shareholders
As discussed above, the Maeda Seisakusho Special Committee considered that the Share
Transfer would serve to improve Maeda Seisakusho’s corporate value and therefore approvable,
the reasonableness of the transaction terms was ensured, the fairness of procedures in the Share
Transfer was ensured, and the Maeda Seisakusho Special Committee found no other factors or
circumstances would cause the Business Integration through the Share Transfer to bedisadvantageous for minority shareholders of Maeda Seisakusho. Given the above findings, theMaeda Seisakusho Special Committee considers that Maeda Seisakusho’s board of directors
deciding to implement the Share Transfer would not be disadvantageous to Maeda Seisakusho’s
minority shareholders.
- 23 -

ⅱ. Unanimous approval of directors of at Maeda Seisakusho without an interest and opinion to theeffect that there is no objection from audit & supervisory board members of at Maeda Seisakusho
without an interest
At the meeting of its board of directors held today, Maeda Seisakusho resolved by unanimous
resolution of the directors of Maeda Seisakusho who participated in deliberation and resolution(five directors, excluding Mr. Yasuo Kato and Mr. Satoru Tahara) to execute the MOU. As with theresolution to establish the Maeda Seisakusho Special Committee above in i., the directors Mr. Yasuo
Kato and Mr. Satoru Tahara had no involvement whatsoever in the deliberation and resolution of
the above meeting of the board of directors in order to avoid conflicts of interest, and had no
involvement whatsoever in discussions and negotiations with Maeda Corporation and Maeda Road
on behalf of Maeda Seisakusho.
Maeda Seisakusho’s audit & supervisory board members (two audit & supervisory board
members, excluding Mr. Ryoji Tazima and Mr. Shigeru Izuka) also attended the above meeting of
the board of directors, and all attending audit & supervisory board members expressed their opinion
that they did not object to the above resolution. As with the resolution to establish the Maeda
Seisakusho Special Committee above in i., Maeda Seisakusho’s audit & supervisory board
members Mr. Ryoji Tazima and Mr. Shigeru Izuka had no involvement whatsoever in the
deliberation and resolution of the above meeting of the board of directors in order to avoid conflictsof interest, and had no involvement whatsoever in discussions and negotiations with Maeda
Corporation and Maeda Road on behalf of Maeda Seisakusho.
4. Outline of the Companies Party to the Share Transfer (as of December 31, 2020)
Maeda Road
Maeda Seisakusho Co.,
(1) Name
Maeda Corporation
Construction Co., Ltd.
Ltd.
1095 Onbegawa,10-2 Fujimi 2-chome,11-3 Osaki 1-chome,(2) Location
Shinonoi, Nagano-shi,
Chiyoda-ku, Tokyo
Shinagawa-ku, Tokyo
NaganoTitle andPresident andPresident andPresident and(3) name ofRepresentative Director
Representative Director
Representative Director
representative
Soji Maeda
Yasuhiko Imaizumi
Masaaki Shioiri
Civil engineering
Construction material,construction contracting,Construction business,
Content ofequipment, and product(4)
design, public
manufacturing and salebusinesssales, after-sales services,
infrastructure, etc.
businessrental, etc.
operation business(5) Capital
28,463 million yen
19,350 million yen
3,160 million yen(6) Date
January 8, 1919
July 19, 1930
November 30, 1962
established
Number of(7)
194,608,482
89,159,453
16,100,000
issued shares(8) Accounting
March 31
March 31
March 31
periodNumber of
(9)
6,545
2,567
672
consolidated- 24 -

employees(10) Main banks

Major
shareholders
andshareholding
ratios(11)(excluding
indirectholdings) (asof September
30, 2020)

Sumitomo Mitsui
Banking Corporation
Mizuho Bank, Ltd.
MUFG Bank, Ltd.
Mizuho Trust & Banking
Co., Ltd.
Sumitomo Mitsui Trust
Bank, Ltd.
Hikarigaoka Corporation
12.50%The Master Trust Bankof Japan, Ltd. (trust
account) 6.60%
Custody Bank of Japan,
Ltd. (trust account)
4.08%
Maeda Road
Construction Co., Ltd.
3.46%
Sumitomo Realty &Development Co., Ltd.
3.03%
Mizuho Bank, Ltd.
2.62%
JP MORGAN CHASEBANK 2.54%
STATE STREET BANKAND TRUSTCOMPANY 2.52%
Sumitomo Mitsui
Banking Corporation
2.13%
Custody Bank of Japan,
Ltd. (trust account 5)
1.68%

MUFG Bank, Ltd.
Mizuho Bank, Ltd.
Sumitomo Mitsui
Banking Corporation
Sumitomo Mitsui Trust
Bank, Ltd.
Mizuho Trust & Banking
Co., Ltd.
Maeda Corporation
51.29%The Master Trust Bankof Japan, Ltd. (trust
account) 5.10%
Custody Bank of Japan,
Ltd. (trust account)
2.81%
Maeda Road Employee
Shareholding Association
2.54%
NORTHERN TRUST
CO (AVFC) RE
SILCHESTERINTERNATIONALINVESTORSINTERNATIONALVALUE EQUITY
TRUST 1.88%
Custody Bank of Japan,
Ltd. (trust account 5)
1.36%
Maeda Road Share
Cooperative 1.27%
NORTHERN TRUSTCO.(AVFC)REU.S.TAX EXEMPTEDPENSION FUNDS
1.08%
The Kyoei Fire andMarine Insurance
Company, Limited
0.87%
Custody Bank of Japan,
Ltd. (trust account 9)0.79%- 25 -

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

Maeda Corporation
44.68%
Hikarigaoka Corporation
7.69%
Sumitomo Mitsui
Banking Corporation
4.98%
Mizuho Bank, Ltd.
4.39%
The Hachijuni Bank, Ltd.
2.89%
Maeda Road
Construction Co., Ltd.
2.17%
Meiji Yasuda Life
Insurance Company
1.88%
Maeda Seisakusho
Employee Shareholding
Association 1.45%
Custody Bank of Japan,
Ltd. 1.13%
Sumitomo Mitsui
Finance and Leasing Co.,
Ltd. 1.13%

Relationship(12) between thecompanies

Capitalrelationship

Personnel
relationshipTransaction
relationship
Qualification
as relatedparties

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
2.70% of Maeda Corporation’s total number of issued shares (including indirect
holdings) and 2.17% of Maeda Seisakusho’s total number of issued shares(including indirect holdings).
As of the date of this notice, two representative directors, one director, and two
executive officers of Maeda Road are from Maeda Corporation. Two directors
and two 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
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)Fiscal year ended
March 31, 2018234,390681,769
1,163.63

1,268.95

1,236.32

467,724
35,38637,01823,057492,087
35,94438,363
23,952487,856
34,04536,597
14,342

121.35126.14

77.24

16.00

20.00

20.00

(ii) Maeda Road (consolidated)Accounting period
Consolidated net assets
Consolidated total assets(Millions of yen, unless otherwise noted)
Fiscal year ended
Fiscal year ended
March 31, 2019
March 31, 2020
252,582
343,589
717,630
920,786

Fiscal year ended
March 31, 2018
201,977
286,997- 26 -(Millions of yen, unless otherwise noted)
Fiscal year ended
Fiscal year ended
March 31, 2019
March 31, 2020
207,749
206,889
290,007
264,080

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)(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)2,326.81

2,386.55

2,490.89

234,369
23,402
23,8109,201

223,757
17,122
17,636
11,482

237,812
19,57519,877
18,826106.62133.00223.02

55.00

70.00

750.00(Millions of yen, unless otherwise noted)
Fiscal year ended
Fiscal year ended
Fiscal year ended
March 31, 2018
March 31, 2019
March 31, 2020
11,154
11,49012,12930,712
31,37329,432695.41

714.89764.0436,695
1,883
1,933
1,339

36,505
1,690
1,753
942

37,046
1,854
1,932
1,277

83.46

58.68

79.99

9.00

10.00

10.00

5. Joint Holding Company to be Newly Established by the Share Transfer(1)
Name
To be determined.
(2)
Location
To be determined.
(3)
Title and name of
To be determined.
representative
Management of subsidiaries and group under its control, and associated(4)Content of businessor related businesses(5)
Capital
To be determined.
(6)
Capital reserves
To be determined.
(7)
Accounting period
March 31(8)
Net assets
To be determined.
(9)
Total assets
To be determined.
(10) Financial auditor
To be determined.
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.
- 27 -

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.
(1) Maeda Road(i) Applicability of transaction, etc. with a controlling shareholder and compliance with policies
regarding measures to protect minority shareholders
Because Maeda Corporation is Maeda Road’s controlling shareholder holding 51.29% of the total
number of issued shares (including indirect holdings) and Maeda Road and Maeda Seisakusho are bothsubsidiaries of Maeda Corporation, the Business Integration falls under a transaction, etc. with acontrolling shareholder.
Under “Policy Regarding Measures to Protect Minority Shareholders When Carrying Out Transactions,etc. with a Controlling Shareholder” in the Corporate Governance Report issued on June 25, 2020, Maeda
Road stated “because the business segments of the Company differ from Maeda Corporation and thegroup other than the Company, we carry out our own business activities without being subject torestrictions by a parent company, etc., and we believe we are ensured a certain degree of independence.
When conducting business with the Maeda Corporation group, decisions are made using the Company’s
own judgment, taking into account market prices, etc. Furthermore, the policy for determining the termsof transactions, etc. with major shareholders, etc. provides that the approval of the board of directors is
required depending on the importance and nature of the transaction.” On this point, Maeda Road believes
that it is not hindered from freely conducting business activities with its parent company, Maeda
Corporation, and group companies, and is ensured a certain degree of independence. Transactions with
Maeda Corporation and group companies are carried out with fair and appropriate terms and procedures
like with other ordinary companies, and are not subject to restrictions due to the capital relationship.
Similarly, with respect to the Share Transfer as well, Maeda Road strives to ensure management
independence from Maeda Corporation, and as explained above in Section 3.(5) and 3.(6)(i), the sharetransfer ratio in the Share Transfer will be decided, and the Share Transfer is planned to be conducted,
upon implementing measures to ensure the fairness thereof and avoid conflicts of interest. We believe thatas a result of these measures, the Share Transfer complies with the above “Policy Regarding Measures toProtect Minority Shareholders When Carrying Out Transactions, etc. with a Controlling Shareholder” of
Maeda Road.
(ii) Matters regarding measures to ensure fairness and measures to avoid conflicts of interest
As stated above in (i), Maeda Road has determined that measures to ensure fairness and measures toavoid conflicts of interest are required because the Share Transfer falls under a transaction, etc. with acontrolling shareholder for Maeda Road. By carefully discussing and examining the various terms relating
to the Share Transfer and also due to the implementation of the measures discussed above in Sections
3.(5) and 3.(6)(i), Maeda Road’s board of directors has determined that fairness is ensured and conflictsof interest have been avoided.
- 28 -

(iii) 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
Maeda Road has obtained a report from the Maeda Road Special Committee dated February 22, 2021
to the effect that conducting the Business Integration is not found to be disadvantageous for Maeda Road’s
minority shareholders. Please see Section 3.(6)(i)i. above for an overview of such report.
(2) Maeda Seisakusho(i) Applicability of transaction, etc. with a controlling shareholder, etc. and compliance with policies
regarding measures to protect minority shareholders
Because Maeda Corporation is Maeda Seisakusho’s controlling shareholder holding 47.72% of thetotal number of issued shares (including indirect holdings) and Maeda Seisakusho and Maeda Road areboth subsidiaries of Maeda Corporation, the Business Integration falls under a transaction, etc. with acontrolling shareholder for Maeda Seisakusho.
Under “Policy Regarding Measures to Protect Minority Shareholders When Carrying Out Transactions,etc. with a Controlling Shareholder” in the Corporate Governance Report issued on June 22, 2020, Maeda
Seisakusho stated “like normal transaction terms, transactions with a controlling shareholder are
determined reasonably based on market principles such as by comparison to transaction terms with otherthird parties, and appropriate measures are taken so as not to disadvantage minority shareholders.”
Additionally, under “Other Special Circumstances with a Material Effect on Corporate Governance,” itstates “business with our parent company, Maeda Corporation, is compartmentalized, directors appointed
from our parent company do not prevent us from exercising our own management judgment, and webelieve we are ensured a certain degree of independence.”
As explained above in Section 3.(5) and (6), with respect to the Share Transfer, the share transfer ratio
has been determined, and the Share Transfer is planned to be implemented, upon implementing measures
to ensure fairness and avoid conflicts of interest. We believe that as a result of these measures, the Share
Transfer complies with the above “Policy Regarding Measures to Protect Minority Shareholders When
Carrying Out Transactions, etc. with a Controlling Shareholder” of Maeda Seisakusho.
(ii) Matters regarding measures to ensure fairness and measures to avoid conflicts of interest
As stated above in (i), Maeda Seisakusho has determined that measures to ensure fairness and measures
to avoid conflicts of interest are required because the Share Transfer falls under a transaction, etc. with acontrolling shareholder for Maeda Seisakusho. Due to the implementation of the measures discussed
above in Sections 3.(5) and 3.(6), Maeda Seisakusho has determined that fairness is ensured and conflictsof interest have been avoided.
(iii) 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
Maeda Seisakusho has obtained a report dated February 22, 2021 from the Maeda Seisakusho Special
Committee comprising Mr. Masaaki Takahashi (independent outside director of Maeda Seisakusho andattorney-at-law at Takahashi Law Firm), Mr. Chihiro Watanabe (independent outside audit & supervisoryboard member of Maeda Seisakusho), and Mr. Masato Kasahara (certified public accountant, Kasahara- 29 -

CPA Office) who have no interest in Maeda Seisakusho’s controlling shareholder, Maeda Corporation,
expressing the belief that Maeda Seisakusho’s board of directors deciding to implement the Share Transfer
is not disadvantageous for Maeda Seisakusho’s minority shareholders. Please see Section 3.(6)(ii) i.
End(Reference) Financial Forecast for the Current Term and Results of Operations for the Previous Term for
the Three Companies
Maeda Corporation (announced February 8, 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
676,800
41,40040,00016,600(fiscal year ending
March 31, 2021)
Results for theprevious term
487,856
34,04536,597
14,342(fiscal year ended
March 31, 2020)
Maeda Road (announced February 8, 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- 30 -

Parent
Financial forecast
for the current term
(fiscal year ending
March 31, 2021)
Results for theprevious term
(fiscal year ended
March 31, 2020)

233,500

20,70021,10014,300237,812

19,57519,877

18,826Maeda Seisakusho (announced February 8, 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
32,200
1,300
1,380
920
(fiscal year ending
March 31, 2021)
Results for theprevious term
37,046
1,853
1,932
1,277
(fiscal year ended
March 31, 2020)- 31 -