DIC : Notice Regarding Absorption-Type (Simplified, Short-form) Merger of a Wholly Owned Consolidated Subsidiary

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT

This is a translation of the original Japanese-language document and is provided for convenience only In all cases, the Japanese-language original shall take precedence

June 27, 2022

Company name
Representative	Kaoru Ino
	Representative Director
	President and CEO
	(Securities code: 4631)
Contact	Masaaki Nakagawa
	General Manager
	Corporate Communications Department
	(Tel.: [phone])

Notice Regarding Absorption-Type (Simplified, Short-form) Merger of a

Wholly Owned Consolidated Subsidiary

At a meeting of its Board of Directors held today, DIC Corporation ("DIC") resolved to implement an absorption-type merger of wholly owned consolidated subsidiary Colors & Effects Japan Ltd. ("Colors

• Effects Japan"), with an effective date of January 1, 2023.

Since this is an absorption-type merger targeting a wholly owned subsidiary of the Company, certain disclosure items and details have been omitted.

1. Purpose of Merger

On June 30, 2021, DIC completed its acquisition of global pigments business Colors & Effects from BASF SE of Germany. Colors & Effects Japan is one of the companies that make up this business. The decision to carry out this merger was made with the aim of achieving the integrated global management of DIC's pigments businesses and of realizing synergies with the newly acquired company as swiftly as possible.

2. Outline of the Merger

(1) Schedule

Approval of merger by the Board of Directors	June 27, 2022
Signing of merger agreement	July 1, 2022
Effective date of merger	January 1, 2023

Note: For DIC, this merger meets the requirements for a simplified merger as stipulated in Article 796, paragraph 2, of the Companies Act. For Colors & Effects Japan, the merger meets the requirements for a short -form merger as stipulated in Article 784, paragraph 1, of the Companies Act. Accordingly, the merger can be implemented without approval of the merger agreement at a general meeting of shareholders of either company.

(2) Merger Method

Absorption-type merger with DIC as the surviving company and Colors & Effects Japan dissolved and absorbed.

1. Details of Allocation of Shares Related to the Merger
   No shares will be issued and no monies or other property will be allocated at the time of this merger.
2. Stock Acquisition Rights and Bonds with Stock Acquisition Rights Associated with the Merger
   Not applicable

3. Outline of the Companies Involved in This Merger

		Surviving company		Dissolved company
(1)	Name of company	DIC Corporation		Colors & Effects Japan Ltd.
(2)	Registered office	35-58, Sakashita 3-chome,	7-20, Nihonbashi 3-chome,
		Itabashi-ku, Tokyo, Japan	Chuo-ku, Tokyo, Japan
(3)	Name and position of	Kaoru Ino,		Yasushi Ichijima,
	representative	Representative Director,		Representative Director
		President and CEO		and President
(4)	Details of business	Manufacture and sale of printing inks,	Import, export, sale and distribution of
		organic pigments, synthetic resins and	pigments, pigment preparations and
		other products		dyes, as well as their intermediates,
					and provision of technical services
(5)	Capital	¥96.6 billion		¥154.0 million
(6)	Date of	March 15, 1937		April 1, 2016
	establishment
(7)	Number of shares	95,156,904			3,080
	issued
(8)	Fiscal year-end	December 31		December 31
(9)	Major shareholders	The Master Trust Bank of		14.78%	DIC Corporation		100.0%
	and equity stakes	Japan, Ltd. (Trust Account)
	(As of December 31,	SHOEI INC.		13.39%
	2021)	Custody Bank of Japan, Ltd.		5.39%
		(Trust Account)
		The Dai-Ichi Life Insurance		3.69%
		Company, Limited
		SMBC Nikko Securities Inc.		2.84%

(10) Financial results and position for the most recent fiscal year (fiscal year ended December 31, 2021)

	Consolidated (Japan GAAP)	Nonconsolidated (Japan GAAP)
Net assets	¥381,008	million	¥350	million
Total assets	¥1,071,481	million	¥3,818	million
Net assets per share	¥3,654.61	¥113,598.26
Net sales	¥855,379	million	¥8,411	million
Operating income	¥42,893	million	¥259	million
Ordinary income	¥43,758	million	¥54	million
Net income attributable	¥4,365	million	¥42	million
to owners of the parent
Earnings per share		¥46.12	¥13,477.02

1. Status Following Merger
   This merger will not result in any changes to DIC's trade name, head office location, capital, number of shares issued or fiscal year-end.
2. Future Outlook
   Because the absorbed company is a wholly owned subsidiary, this merger will have no impact on
   DIC's consolidated financial results.
3. • Ends -

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