Takamiya : Notice regarding absorption-type merger between wholly owned subsidiaries

Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Press release on July 22, 2022 Takamiya Co., Ltd.

Representative Director, President and Chairman: Kazumasa Takamiya

Listed on: Tokyo Stock Exchange Prime Market

Stock code: 2445

Notice regarding absorption-type merger between wholly owned subsidiaries

We are pleased to announce that at Board of Directors held today, we have resolved to carry out an absorption-type merger (Hereinafter referred to as the "Merger") with TOTAL TOSHISEIBI Co., Ltd., a wholly owned subsidiary of the Company (Hereinafter referred to as "TOTAL TOSHISEIBI"), as the Surviving Company and NEXTECH Co., Ltd., the wholly owned subsidiary of the Company (Hereinafter referred to as "NEXTECH"), as the Merging Company. Since this merger is an absorption-type merger between wholly owned subsidiaries of the Company, some disclosure items and details are omitted.

1. Purpose of the merger

As a platformer in the scaffolding and construction materials industry, the Group is working to reorganize its business bases and subsidiaries with the aim of improving customer benefits and strengthening the Group's profitability by expanding the functions of the platform.

TOTAL TOSHISEIBI is developing a rental business of underground support materials for urban redevelopment project construction and a rental and sales business of temporary equipment for shield construction. NEXTECH is developing a rental business for stainless steel formwork for civil engineering work and is expanding the rental business for construction work as well. Both companies have strengths in temporary equipment and technology specialized in formwork support work.

Through this merger, we aim to expand the platform business and increase corporate value by strengthening our technical proposal capabilities in the specialized construction field and efficiently managing management resources.

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2. Summary of the merger

(1) Merger schedule

Board of Directors Resolution on the Merger (TOTAL TOSHISEIBI & NEXTECH) July 22, 2022

Merger contract conclusion date July 22, 2022

Resolution of the General Meeting of Shareholders Concerning the Merger (NEXTECH*)

August 9, 2022 (planed)

The date on which the merger takes effect October 1, 2022 (planned)

*Since TOTAL TOSHISEIBI falls under the simplified merger stipulated in Article 796, Paragraph 2 of the Companies Act, we will not hold a general meeting of shareholders regarding the approval of the merger agreement..

(2) Merger method

Since it is an absorption-type merger with TOTAL TOSHISEIBI as the surviving company, NEXTECH will be dissolved on the effective date.

(3) Details of allocation related to merger

Since this is a merger between wholly owned subsidiaries of the Company, no shares or other money will be delivered or allotted at the time of the merger.

1. Handling of Share Option and bonds with Share option of Merging company. Not applicable.

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3. Overview of the companies involved in the merger

4. Status after the merger

The merger will not change the surviving company's trade name, head office location, representative position / name, capital stock, and fiscal year end.

5. Outlook

Since this merger is a merger between wholly owned subsidiaries of the Company, its impact on consolidated business results will be minor.

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