Nisshinbo Holdings Inc.
Code Number: 3105
February 10, 2017

Notice regarding company demerger upon transfer of paper product business(simple absorption-type demerger) and transfer of shares in subsidiary
At a meeting of its Board of Directors held February 10, 2017, Nisshinbo Holdings Inc. resolved totransfer the paper product business conducted primarily by subsidiary Nisshinbo Paper Products Inc.
(hereinafter Nisshinbo Paper Products or “company subject to transfer”) to Daio Paper Corporation(hereinafter Daio Paper), and therefore provides the following notice of the details of thistransaction.
1. Objectives of the Transaction
The Nisshinbo Group operates a range of businesses as an Environmental and Energy Company
group that contributes to the safe and comfortable lifestyles of the public, offering solutions toissues faced by human society, including environmental damage and global warming. Executing a
growth strategy based on solidarity amid diversity, the Group plans to focus its management
resources on automotive and super smart society-related businesses.
The Group’s paper product business produces highly competitive products that are rated
favorably in the market. However, the business remains relatively small, with annual sales of just¥30.0 billion. With the mature market of the increasingly oligopolistic paper products industry,growth is likely to prove difficult.
Given these circumstances, Daio Paper approached Nisshinbo Holdings with an offer to takeover its paper product business. The Group comprehensively considered its growth strategy, thefuture of the paper product business within the Group, and the reputation of Daio Paper, andproceeded with discussions and negotiations. As a result, it determined that transferring thebusiness to Daio Paper, which has paper products as its core business and formidable competitive
power in the domestic market, would contribute to development of the paper products group,increased satisfaction among customers and trading partners, and improved stability for
employees involved in the relevant operations.

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Overview of the company subject to transfer (as of March 31, 2016）
Company subject to transfer(1)

C o m p a n yn a m e

Nisshinbo Paper Products Inc.

(2)

Li

2-31-11 Ningyo-cho, Nihonbashi, Chuo-ku, TokyoocaT i t l e(3)ofta n donn a m eRepresentative(4)B u s i n es s(5)C(6)

Dateapd etai l sita

President Akihiro Yoshino
Production and sale of household paper, specialty paper,
processed paper products, etc.

l¥5.0 billion

establis hed

April 1, 2009(7)

Common shares issued

5,000 shares(8)

Accounting

March 31

periodMajor shareholders and(9)the r a tio o f sh ar es h eld(10)

Nisshinbo
Holdings Inc.

100.00%Business results and financial status (FY ended in Mar. 2016)
Company subject to transfer(individual subsidiary)
Netass¥9,992 milliona s s e t s¥14,719 million

Net assets per share¥1,998,486

T o t a lNetsaelts¥26,082 million

In c o m e¥1,020 millionO r d i n a r y i n c o m eProfit attributable too w n e r s o f p a r e n t
Earnings per share¥1,040 million

O p e r a ti n g3.

se¥632 million¥126,352

Number of shares to be transferred, transfer value, holding status before and after transfer
5,000 shares of common stock(1)

Number of shares held before transfer(Number of voting rights: 5,000)(Ratio of shares with voting rights: 100%)(2)

Number of shares to be transferred(3)

Transfer value

5,000 shares of common stock(Number of voting rights: 5,000)
Approximately ¥25.0 billion
0 shares of common stock(4)

Number of shares held after transfer(Number of voting rights: 0)(Ratio of shares with voting rights: 0%)2

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Schedule for transfer of shares(1) Board of Directors approve share transfer contract (for company subject to transfer)
February 10, 20175.

(2) Conclusion of share transfer contractFebruary 10, 2017 (planned)(3) Execution of share transfer

April 3, 2017 (planned)

OutlookNisshinbo Holdings expects the execution of this transaction to result in the booking ofextraordinary income in FY03/18. The impact of the transfer of the paper product business,(including the extraordinary income to be derived) on the Group’s earnings is currently being
scrutinized. Once the likely impact has been determined, that information will be disclosed in atimely fashion.

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