April 1,2022

Company Name

Takamatsu Construction Group Co., Ltd.

Representative Name Representative Director and President Hirotaka Takamatsu

Securities Code 1762 First section of the Tokyo Stock Exchange

Contact

Managing Officer, Group Integration Division Masahiro Shimabayashi

TEL +81334558108

Notice of Merger between Consolidated sub-subsidiaries

Effective date: October 1, 2022

Takamatsu Construction Group Co., Ltd. hereby announce that our consolidated sub-subsidiaries, Takamatsu Estate Osaka Co., Ltd. (head office: Yodogawa-ku Osaka, President and Representative Director: Shinji Komatsu, referred to as "Takamatsu Estate Osaka") and Takamatsu Estate Tokyo Co., Ltd. (head office: Chiyoda-ku Tokyo, President and Representative Director: Hirofumi Fujita, referred to as "Takamatsu Estate Tokyo"), have entered into a merger agreement effective March 26, 2022, and have decided to merge.

Takamatsu Estate Osaka and Takamatsu Estate Tokyo are wholly owned subsidiaries of Takamatsu Corporation head office: Yodogawa-ku Osaka, President and Representative Director: Takatoshi Takamatsu, which is a consolidated subsidiary of the Company, and are therefore consolidated sub-subsidiaries.

Notes

1. Main Purpose of the Merger

The merger aims to integrate the business strategies and optimize the management resources of Takamatsu Estate Osaka and Takamatsu Estate Tokyo. Specifically, the merger has the following three objectives

  • (1) Strengthen sales force: To improve business performance by developing effective sales measures in both Tokyo and Osaka.

  • (2) Promotion of human resource exchange and education: By integrating personnel systems, business processes, and IT systems, we can activate personnel transfers and personnel exchanges, and improve the quality of human resources training, thereby realizing more appropriate personnel allocation for future growth areas.

  • (3) Improved efficiency in administrative and operations departments: To improve operational efficiency and specialization by consolidating overlapping functions

2. Summary of the Merger

  • (1) Merger Schedule

    Date of resolution by the Board of Directors (the Company)March 16 , 2022

    Extraordinary shareholders' meeting to approve the merger agreement (the merging companies)

    March 17, 2022

    Merger agreement execution dateMarch 26, 2022 Effective date of mergerOctober 1, 2022schedule

  • (2) Method of merger

    An absorption-type merger in which Takamatsu Estate Osaka is the surviving company and Takamatsu Estate Tokyo is the absorbed company.

  • (3) Merger consideration

    There will be no issuance of shares or allotment of money, etc.

  • (4) Treatment of stock acquisition rights and bonds with stock acquisition rights in connection with the merger

    Not applicable.

3. Summary of companies involved in the merger

Surviving Company

Consolidated Company

(1) Name

Takamatsu Estate (Osaka)

Takamatsu Estate (Tokyo)

(2) Location

1-2-13 Shin-kitano, Yodogawa-ku, Osaka

1-1 Kanda Mitoshiro-cho, Chiyoda-ku, Tokyo

(3) Name and position of representative

Shinji Komatsu,

Representative Director & President

Hirofumi Fujita,

Representative Director & President

(4) Description of business

Building ManagementReal Estate ConsultantNursing care service business

Building ManagementReal Estate Consultant

(5) Capital

50 million yen

50 million yen

(6) Date of Establishment

April 1, 1994

December 20, 2000

(7) Number of

Issued Shares

1,000 shares

1,000 shares

(8) Fiscal year-end

March

March

(9) Shareholders and Stockholding ratio

Takamatsu Corporation owns 100% of the shares

Takamatsu Corporation owns 100% of the shares

(10)Status of the immediately preceding fiscal year (FY ended March 2021)

Total assets

5,522 million yen

4,993 million yen

Net assets

3,355 million yen

2,426 million yen

Net sales

11,261 million yen

8,119 million yen

Operating profit

1,058 million yen

739 million yen

Number of Employees

205

127

Number of units under management

20,623

8,463

4. Post-Merger Status

(1) Name

Takamatsu Estate Co., Ltd.

(2) Location

1-2-13 Shin-kitano, Yodogawa-ku, Osaka

(3) Name and position of representative

Shinji Komatsu,

Representative Director & President

(4) Capital

50 million yen

(5) Shareholders and Stockholding ratio

Takamatsu Corporation owns 100% of the shares

5. Post-Merger Outlook

Since this merger is a merger between consolidated sub-subsidiaries of the Company, the impact of the merger on the Company's consolidated financial results is not material.

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Takamatsu Construction Group Co. Ltd. published this content on 01 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2022 07:12:06 UTC.