Notice: This document is a 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.

May 14, 2021

Company name: Iida Group Holdings Co., Ltd.

Representative: Masashi Kanei, President and Representative Director

Stock code: 3291 Toyo Stock Exchange (First Section)

For inquiry: Hiroshi Nishino, Executive Board Director (Tel: +81-422-38-8828)

Notice: Announcement of Establishment of an Intermediary Holding Company by

Company Split

Iida Group Holdings Co., Ltd., (hereafter "the Company") announces that it passed a resolution at the Board of Directors' meeting held today to establish an intermediary holding company by company split. Based on the establishment, all the outstanding shares of the four companies, First Wood Co., Ltd. IG Windows Co., Ltd. First Plus Inc. and Orient Co., Ltd. (hereafter "the Procurement Companies"), which are fully owned by the Company and are engaged in materials procurement (hereafter "Materials Procurement Business") for each major subsidiary of the Group, are assumed by the intermediary holding company.

Some items and details are partially abridged in the disclosure as the company split constitutes a simple incorporation type split solely pertaining to the Company.

1.The purpose of establishing the intermediary holding company by company split Detached house business, the Company's mainstay, has increased its competitiveness by managing every operation of land purchase, construction, sales and customer services. In order to increase the competitiveness further in the expected severer business environments, the Company decided to establish an intermediary holding company, which controls and manages Materials Procurement Business. The newly establish company is mainly to strengthen the function of materials procurement and expand its own business by using M&A.

The Company believes that the company split is also to contribute to strengthening of corporate governance of the whole group. Reason: the roles and responsibilities of the intermediary holding company and the Procurement Companies are clarified by separating management oversight function and business execution function.

After the establishment, the intermediary holding company will not only control the planning and management of the Procurement Companies but also constitute the competitive management organization and increase the corporate value by strengthening internal control system and corporate governance, promoting sharing of administrative functions

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and optimizing relocation of management resources including personnel and funds. The Procurement Companies are to become core companies of the group in the future. Reason: the Procurement Companies are expected to create synergy effects such as promoting of strategic sales, cost reduction by centralized purchasing, optimizing of important offices, and strengthening of external sales by following the strategies of the intermediary holding company. Moreover, expansion of Materials Procurement Business and its peripheral business in the future is expected to contribute to growth of the Procurement Companies.

2.Details of the company split

1Schedule for the Board

of Directors' Meeting for

May 14, 2021

company split

approval of establishment of the

intermediary holding company.

Board of Directors' Meeting for

August 1, 2021 (Expected)

approval of the new establishment

and company split plan.

Date

for the split (Effective

October 1, 2021 (Expected)

date)

Date for registration of the

October 1, 2021 (Expected)

intermediary holding company

  • Note Since the company split satisfies the conditions for simple incorporation type split described under Article 805 of the Company Act, obtaining approval at the Company's general meeting of shareholders is not required.

Schedule for the company split may be changed on discussion between the

parties concerned if the change is necessary in the course of proceedings

or for other reasons.

2Method of the

The Company will be the split company and the newly established company

company split

will be the succeeding company.

Therefore, the company split will

constitute a simple incorporation type split solely pertaining to the

Company, and the newly established company will be fully owned by the

Company.

3Details of

The newly established company will issue 100 shares of common stock at the

allotment in the

time of the split. And all the share will be allocated to the Company.

company split

4Treatment of

The Company has not issued any subscription warrants and bonds with

subscription warrants

subscription warrants.

and bonds with

subscription warrants

5Capital change

No increase or decrease in the Company's capital is expected as a result

due to the split

of the company split.

6Rights and

The newly established company will assume all the shares of the Procurement

obligations the newly

Companies from the Company on the effective date based on the new

established company

establishment and company split plan. The newly established company will

will assume

assume no debts or no employment agreements from the Company.

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7Likelihood of

It is assumed that the Company and

the newly established company will not

performing

have any problems performing their obligations after the split.

obligations

3.Summary of the parties in the company split

Split company (At the time of

The newly established company (At

establishment of the newly

the time of establishment of the

established company.)

newly established company.)

1Name

Iida Group Holdings Co., Ltd.

First Materials Co., Ltd.

2Address

1-2-11, Nishikubo, Musashinoshi,

1-6-22, Nishikubo, Musashinoshi,

Tokyo

Tokyo

3Name and

Masashi Kanei, President and

Masashi Kanei, President and

position of the

Representative Director

Representative Director

representative

4Details of

Management & control of the

Management & control of the

business

subsidiaries and group companies

Procurement Companies. And other

which are engaged in business of

related operations.

detached houses, condominiums and

contract construction.

And other

related operations.

5Capital

10,000 million

10 million

6Establishment

November 1, 2013

October 1, 2021 (Expected)

date

7The number of

294,431,639 shares

100 shares

outstanding shares

8Fiscal year-ends

March 31

March 31

9Major

Iida Kosan Co., Ltd.

18.37

the Company

shareholders and the

Yoichi Nishikawa

10.11

shareholding ratio

Kazuhiko Mori

6.39

The Master Trust Bank of Japan, Ltd.

5.13

KForest

4.04

(Note)Calculations of equity

positions exclude holdings of

treasury stock

10Financial

Fiscal year

March 2020

conditions and

Net assts

587,107 million

operation results of

Total assets

813,150 million

the split company for

Net asset value per share

2,033.17

the most recent

Revenue

46,363 million

fiscal year

Operating profit

42,236 million

Ordinary profit

41,316 million

Net profit

41,338 million

Net profit per share

143.35

NoteWith regard to the split company, the result at the end of March

2020 is described.

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4.Summary of business to be split

Details of business

In the company split, the shares of the Procurement Companies are assumed by the newly established company from the Company. Any business divisions are not assumed.

Operation results of business to be split for the most recent fiscal year ended March 2021 There is no revenue as no business divisions are to be split.

The book value for the items of assets and liabilities to be split (Expected)

Assets

Liabilities

Item

The book value

Item

The book value

Shares of subsidiaries

concerned (the

5,143

million

-

-

Procurement Companies)

Total

5,143

million

Total

-

5.The situation of the listed company after the split

The corporate name, address, as well as the names and positions of the representative directors, business description or capital and fiscal term ending date will not change due to the split.

6.Future outlook

Influence on the Company's consolidated financial results for the fiscal year ending March 2022 will be very limited as the company split is a simple incorporation type split solely pertaining to the Company.

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Iida Group Holdings Co. Ltd. published this content on 27 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2021 07:32:03 UTC.