HOYA : Notice of Company Split (Short-form Absorption Type) involving HOYA and Wholly-Owned Subsidiary Company

February 24, 2021

Company Name: HOYA CORPORATION Representative: Hiroshi Suzuki, President and CEO (Code: 7741, the First Section of the Tokyo Stock Exchange)

Contact: Corporate Development Office

Telephone: [phone](IR)/6911-4824(PR)

Notice of Company Split (Short-form Absorption Type) involving HOYA and Wholly-Owned Subsidiary Company

Today HOYA Corporation ("HOYA") has decided to transfer a part of the Company's business to Life-Care Axis Corporation (hereinafter referred to as "Life-Care Axis"), a consolidated subsidiary of HOYA, through an absorption-type company split (hereinafter referred to as the "Company Split") with an effective date of April 1, 2021 (scheduled).

Since this is a short and simple absorption-type company split involving a consolidated subsidiary, certain disclosure items and details have been omitted.

1．Purpose of this Company Split

HOYA is transferring its contact lens care product sales business to Life-Care Axis and reorganizing the organization for the purpose of optimizing the Group's management resources.

2．Outline of this Company Split

(1) Schedule

Decision made to effectuate the Company Split	February 24, 2021
Conclusion of the company split agreement	February 24, 2021
Effective date of the company split	April 1, 2021 (planned)

(Note) As the Company Split falls under the category of a short-form absorption-type split as stipulated in Article 796, Paragraph 1 of the Companies Act for HOYA, and a simplified absorption-type split as stipulated in Article 784, Paragraph 2 of the Companies Act for Life-Care Axis, both companies plan to carry out the Company Split without a resolution at a general meeting of shareholders.

• (2) Method of this Company Split

  This Company Split will be an absorption-type company split where HOYA being the splitting company and Life-Care Axis being the succeeding company.

• (3) Allotment that results from this Company Split

  There will be no consideration to be paid from HOYA to Life-Care Axis as a result of this Company Split.

• (4) Handling of share options and bonds with share options

  This item is not applicable.

• (5) Increase or decrease in capital relating to this Company Sprit

There will be no increase or decrease in capital at HOYA as a result of this Company Split.

(6)Rights and Obligations to be taken over by the Succeeding Company

Life-Care Axis will succeed from HOYA the rights and obligations based on contract etc. deemed necessary for the execution of the business subject to the Company Split, to the extent stipulated in the absorption-type demerger agreement. In the event that Life-Care Axis succeeds to any liabilities, it will do so through the method of superimposed assumption of liabilities.

(7) Prospects of Performing Obligations

There is no concern with respect to Life-Care Axis and HOYA performing their obligations after this Company Split.

3．Outline of the Parties Involved in this Company Split (as of September 30, 2020)

Succeeding company	Splitting company
(1) Company Name	Life-Care Axis Corporation	HOYA Corporation
(2) Location of Headquarters	3-38-34, Asagaya Minami, Suginami-ku, Tokyo	6-10-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo
(3) Name/Position of Representative	Yuta Suzuki, Representative Director	Hiroshi Suzuki, President and CEO
(4) Business	Sales of contact lenses and its accessories, etc.	Manufacturing, sales and associated services in the fields of Electronics, Imaging, Health Care and Medical.
(5) Capital	10,000,000 yen	6,264,201,967 yen
(6) Date of Incorporation	January 14, 2014	August 23, 1944
(7) Number of Issued Shares	20 shares	375,881,120 shares
(8) Account Settlement	March 31	March 31
(9) Major Shareholders and their respective Shareholding Ratio	HOYA Corporation 100%	The Master Trust Bank of Japan (Trustee) 8.39% Custody Bank of Japan, Ltd. (Trustee) 5.33% SSBTC Client Omnibus Account 3.48% JP Morgan Chase Bank 385632 3.47% Custody Bank of Japan, Ltd. (Trustee 5) 2.20%
(10) Financial Results for the year ended March, 2020 (Japanese yen)
Japanese GAAP	Consolidated basis・IFRS
Total Equity	83 million	629,265 million
Total Assets	287 million	811,008 million
Equity attributable to owners of the Company per Share	4,194,041.45	1,720.11
Revenue	892 million	576,546 million
Operating income	16 million	147,268 million (Profit before tax)
Ordinary income	16 million	-
Profit attributable to owners of the Company	10 million	114,406 million
Basic Earnings per Share	535,089.4	303.27

4．Outline of the Business to be Succeeded

• (1) Business of the Departments

  Sales of contact lens care products

• (2) Business Performance of the Department

  Sales for the year ended March 2020: 1,408 million yen

• (3) Items and Amount of Assets and Liabilities to be Succeeded (as of December 31, 2020)

There are no assets and liabilities to be succeeded.

5．Status after this Company Split

There will be no change to trading names, main office, representative, business lines, paid-in capital or end of fiscal year as a result of this Company Split.

6．Outlook

There will be no impact to HOYA's financial performance since this Company Split is between HOYA and a wholly-owned subsidiary of HOYA.

(For reference) Forecast of FY2020 and results of FY2019 (million yen)

Revenue	Profit before tax	Profit	Profit attributable to owners of the Company	Basic earnings per share (yen)
Forecast (FY2020)	541,000	156,000	124,500	124,500	333.02
Actual result (FY 2019)	576,546	147,268	114,587	114,406	303.27

-END-

For inquiries regarding this matter, please contact via the below email address.

[e-mail]