Supplementary material

Matsumotokiyoshi Holdings Co., Ltd.
cocokara fine Inc.

Outline of Management Integration
February 26, 2021

1

Trade Name of Integrated Company

MatsukiyoCocokara & Co.
株式会社マツキヨココカラ＆カンパニー
Companies with the same aspiration combine
to create a new corporate group2

Management Philosophy

Creating the future "normal"
and innovating lifestyles
Foreseeing the future of health and beauty, andcontributing to the realization of enhanced lives andlivelier communities through the creation of new
customer experiences.
3

Group Vision

Making health and beauty
more delightful and accessible
MatsukiyoCocokara & Co. will actively incorporate new technologies
and ideas in the fields of health and beauty, aiming to make people's
daily lives more fun and enjoyable.
MatsukiyoCocokara & Co. will continue to strive in its efforts toremain close and sensitive to the wishes and desires of consumers,
and strive to deliver greater peace of mind and joy to the daily livesof people and their communities.
4

Business Objective of the GroupThe group will aim to achieveGroup sales of 1.5 trillion yen
Operating profit ratio of 7.0%
by the year ending March 2026
5

Synergy Effect of the Management Integration

The management integration is expected to result in combined synergies ofapprox. JPY 30 billion in operating profit

by the third year after the management integration

approx. JPY 20 billion in operating profit

by the first year after the management integration(October 2021 – September 2022)
on a consolidated basis
6Group Chart after the Management Integration

MatsukiyoCocokara & Co.
MCC Management
Synergy generator
Matsumotokiyoshi
Group

CocokarafineGroup

Matsumotokiyoshi
and other subsidiaries

cocokarafine
Healthcare and othersubsidiaries

7

Group Chart after Share Exchange
MatsukiyoCocokara & Co.

To be changed from "Matsumotokiyoshi Holdings Co., Ltd.
Incorporation-typecompany split（Business management functions）

Matsumotokiyoshi GroupManaging the operations of
Matsumotokiyoshi and other subsidiaries

Matsumotokiyoshi
and other subsidiaries

MCC Management
Synergy generator

Absorption-typecompany split（Sales planning,management support andother functions）

Absorption-typecompany split（Headquarters functions）

Cocokarafine GroupTo changed from “cocokara fine Inc.”

cocokarafine
Healthcare and othersubsidiaries

8Method of Management Integration
Management integration by share exchangeThis is a share exchange wherein Matsumotokiyoshi Holdings serves as
the wholly-owning parent company in the share exchange andcocokara fine is the wholly-owned subsidiary in the share exchange.
Details of allotment pertaining to
the share exchange

MatsumotokiyoshiHoldings

cocokara fine

Share exchange ratio for the shareexchange

11.70

Number of shares to be delivered in
the share exchange

Common shares of Matsumotokiyoshi Holdings:
40,795,416 shares (scheduled)1.70 common shares of Matsumotokiyoshi Holdings will be allotted and delivered for each common share ofcocokara fine.
9Management Structure
Directors
Namio Matsumoto, Chairman and Representative Director
Kiyoo Matsumoto, President and Representative Director
Atsushi Tsukamoto, Vice President and Representative Director

CompanyAuditors

10 members in total

5 members in total

3 members in total

1 member10

Schedule of Management Integration
Execution of the basic agreement the capital and business alliance agreement(both companies)

January 31, 2020

Execution of the management integration agreement and an agreement for theshare exchange

February 26, 2021 (today)

Preparation of a plan for the incorporation-type company split, andexecution of an agreement for the absorption-type company split (Bothcompanies)

April 2021 (scheduled)

Annual meeting of shareholders for the approval of the share exchange
agreement, incorporation-type company split plan, absorption-type company split June 29, 2021 (scheduled)agreement (Matsumotokiyoshi Holdings), etc. (Matsumotokiyoshi Holdings)

Annual meeting of shareholders for the approval of the share exchange
agreement, etc. (cocokara fine)

June 29, 2021 (scheduled)

Last trading day (cocokara fine)September 28, 2021 (scheduled)

Delisting date (cocokara fine)September 29, 2021 (scheduled)

Effective date for the share exchange, incorporation-type company split,
absorption-type company split, and the company name changes

October 1, 2021 (scheduled)

As a result of the share exchange, as of the effective date of the share exchange, October 1, 2021, Matsumotokiyoshi Holdings is scheduled to acquire all of the issued
shares in cocokara fine. Prior to the share exchange, the common shares of cocokara fine are to be delisted on September 29.
The above is the schedule set out as of the present. Should any changes to the above schedule be made due to the obtainment of permits or for any other reasons
during the course of the procedures and discussions pertaining to the management integration in the future, such changes will be promptly announced.

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Outline of Integrated Company（1）Trade name

MatsukiyoCocokara & Co.

（2）Address

1-8-2 Yushima, Bunkyo-ku, Tokyo（3）Names and positions ofrepresentatives

Chairman and Representative Director
Namio Matsumoto
President and Representative Director
Kiyoo Matsumoto
Vice President and Representative Director
Atsushi Tsukamoto（4）Main business activities

Group-wide strategy formulation, strategy
implementation support and management andadministration（5）CapitalNot determined yet.

（6）Fiscal year-end

March 31

（7）Net assets

Not determined yet.

（8）Total assets

Not determined yet.

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