Maxell : Notice regarding Absorption-type Merger of Wholly Owned Subsidiary, Change of Corporate Name and Partial Amendments to Articles of Incorporation

Notice regarding Absorption-type Merger of Wholly Owned Subsidiary,

Change of Corporate Name

and Partial Amendments to the Articles of Incorporation

Tokyo, April 28, 2021－Maxell Holdings, Ltd. (TSE: 6810, hereinafter "the Company") has resolved to execute an absorption-type merger of its wholly owned subsidiary, Maxell, Ltd. (hereinafter "Absorption-type Merger"), and partial amendments to the Articles of Incorporation including the change of corporate name of the Company (hereinafter "Corporate Name Change" and "Amendments to Articles of Incorporation") following the Absorption-type Merger, at the Board of Directors held today as follows.

Corporate Name Change and Amendments to Articles of Incorporation are subject to the approvals of the Annual General Meeting of Shareholders scheduled to be held on June 29, 2021.

Also, certain information has been omitted from this announcement since Absorption-type Merger will be executed between the Company and the Company's wholly owned subsidiary.

1. Purpose of Absorption-type Merger

The Company group has transitioned to a holding company structure as of October 2017 with the purpose of optimizing management of whole group and speeding up of business operations. and the Company group has been expanding business areas and business scale under MBP (*) strategy led by the Company as the holding company of the group, and the Company recognizes that there were certain effects realized under the holding company structure. In the fiscal year ended March 2021 which was the year of business reform, the Company has promoted business portfolio reform focusing on countermeasures to unprofitable businesses by emphasis on financial discipline. For the purpose of further acceleration of business reform in the future by intersectional cooperation between business divisions and operating companies, realizing synergies as well as improvement in management efficiency, the Company decided to execute Absorption-type Merger between the Company and the major operational company, Maxell, Ltd. after dissolving the holding company structure in order to establish new structure to lead whole group strongly by integrating the holding company and the major operational company.

Under the new management policy established in July 2020 to become "Value Creation Company" that delivers highest value to all stakeholders, the Company group will strive to realize medium- to long-term growth.

*MBP: Maxell Business Platform. Structure of create strong business with sharing business resources each other based on "co-creation and co-prosperity"

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2. Outline of Absorption-type Merger
(1) Schedule
Resolution on Absorption-type Merger at the Board	April 28, 2021
of Directors
Conclusion of contract on Absorption-type Merger	April 28, 2021
Effective date of Absorption-type Merger	October 1, 2021 (scheduled)

As Absorption-type Merger is applicable to a simplified merger defined in Article 796, Paragraph 2 of the Companies Act for the Company and is applicable to a short-form merger defined in Article 784, Paragraph 1 of the Companies Act for Maxell, Ltd., it will be executed without having the approvals at both companies' Annual General Meeting of Shareholders.

(2) Method of Absorption-type Merger

The merger is an absorption-type merger wherein the Company will be the surviving company and Maxell, Ltd. will be the absorbed company and dissolved.

(3) Details of allotments relating to Absorption-type Merger

As Maxell, Ltd. is wholly owned subsidiary of the Company, there will be no allotment of shares nor delivery of money and other properties.

Also, there will be no change in amount of capital nor capital reserve of the Company due to Absorption-type Merger.

1. Treatment of stock acquisition rights and bonds with stock acquisition rights relating to Absorption-type Merger

As Maxell, Ltd. has not issued any stock acquisition rights nor bonds with stock acquisition rights, there will be nothing applicable.

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(5) Profile of companies concerned to Absorption-type Merger

			Surviving Company	Absorbed Company
			(The Company)		(Maxell, Ltd.)
			(as of March 31, 2021)	(as of March 31, 2021)
(1)	Name	Maxell Holdings, Ltd. (Note)	Maxell, Ltd.
(2)	Address	1 Koizumi, Oyamazaki,		1 Koizumi, Oyamazaki,
			Oyamazaki-cho,Otokuni-gun,	Oyamazaki-cho,Otokuni-gun,
			Kyoto, Japan		Kyoto, Japan
(3)	Representative	Mr. Keiji Nakamura		Mr. Keiji Nakamura
			President		President
			and Representative Director	and Representative Director
(4)	Description of	Building of group business	Production and Sales of Energy,
		Business	strategy and management	Industrial Materials and
			control of operational companies	Electronic Appliances &
					Consumer Products
(5)	Capital	12,203 million yen		5,000 million yen
(6)	Date of Establishment	September 3, 1960		April 25, 2017
(7)	Outstanding Shares	53,341,500 shares		50,000 shares
(8)	End of Fiscal Year	March 31		March 31
(9)	Major Shareholders	Custody Bank of Japan,	13.60%	The Company	100%
		and holding ratio	Ltd.
	(as of September 30, 2020)
	The Master Trust Bank of	5.31%
			Japan, Ltd.
			Taiyo Fund, L.P.	5.19%
			Nichia Corporation	4.05%
			SSBTC CLIENT	3.95%
			OMNIBUS ACCOUNT
(10) Relationship between companies concerned
	Capital relationship	Maxell, Ltd. is wholly owned subsidiary of the Company
	Human relationship	The Company dispatch directors to Maxell, Ltd.
	Business relationship	There are businesses such as, lease of non-current assets and
			collection of brand royalties between the Company and Maxell,
			Ltd.

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(11) Business Performance and Financial Condition in previous fiscal year

Net Assets	83,597	million	yen	33,388	million	yen
Total Assets	176,807	million	yen	75,111	million	yen
Net Assets per share	1,640.98	yen	667,772.34	yen
Net Sales	139,055	million	yen	86,485	million	yen
Operating Profit	3,806	million	yen	512	million	yen
Ordinary Profit	3,846	million	yen	848	million	yen
Profit attributable to	(9,373)	million	yen	(12,563)	million	yen
owners of parent
Profit per share	(189.51)	yen	(251,250.93)	yen

(6) Conditions after Absorption-type Merger

After executing Absorption-type Merger, the Company will succeed businesses operated by Maxell, Ltd., and transition from holding company to operational company dissolve and lead the Company group as the core operational company. Also, due to the transition from holding company to operational company, corporate name of the Company will be changed to "Maxell, Ltd.". (Please refer to "3. Corporate Name Change and Amendments to Articles of Incorporation") And there will be no change in address of registered head office, title and name of representative, capital and end of fiscal year.

(7) Future forecast

As Absorption-type Merger will be executed by the Company against its wholly owned subsidiary, there will be minimal effect to the Company's consolidated business performance.

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3. Corporate Name Change and Amendments to Articles of Incorporation

(1) Reason of Corporate Name Change and Amendments to Articles of Incorporation

After executing Absorption-type Merger, as the Company will transition from holding company to operational company, The Company will execute Corporate Name Change and Amendments to Articles of Incorporation including Corporate Name Change.

1. New Corporate Name after Corporate name change Maxell, Ltd.
2. Details of Amendments to Articles of Incorporation

			(Amended parts are underlined)
	Current Articles of Incorporation		Proposed Amendments
Article 1. (Corporate Name)	Article 1. (Corporate Name)
The Company shall be called "Makuseru Holdings	The Company shall be called "Makuseru Kabushiki
Kabushiki Kaisha" in Japanese and "Maxell Holdings,	Kaisha" in Japanese and "Maxell, Ltd." in English.
Ltd." in English.
Article 2. (Corporate Purpose)	Article 2. (Corporate Purpose)
1.	The purpose of the Company shall be to	The purpose of the Company shall be to carry on the
carry on the following businesses, and to control or	following businesses:
manage, through the ownership of shares or equity, the
business activities of companies (including foreign
companies) and similar business entities engaged in the
following businesses:
(1)	Business relating to batteries	1.	Business relating to batteries
(2)	Business relating to recording equipment	2.	Business relating to recording equipment
and recording media	and recording media
(3)	Business relating to peripheral equipment	3.	Business relating to peripheral equipment
for computers, audio and visual equipment, and related	for computers, audio and visual equipment, and related
products such as accessories	products such as accessories
(4)	Business relating to electric and electronic	4.	Business relating to electric and electronic
machinery and equipment	machinery and equipment
(5)	Business relating to functional material,	5.	Business relating to functional material,
precision processing & molded parts and molding die	precision processing & molded parts and molding die
(6)	Business relating to optical components and	6.	Business relating to optical components and
optical equipment	optical equipment

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1. Business relating to medical equipment, health & beauty care equipment
2. Business relating to plant and technology of the preceding items
3. Business relating to warehousing, leasing of real estate, general management of building and its equipment, such as maintenance, cleaning and security
4. Business relating to planning, production, sales and distribution of digital content
5. All businesses incidental to or relating to all the preceding items

2. The Company shall be to carry on all business incidental to or relating to all the preceding items

1. Business relating to medical equipment, health & beauty care equipment
2. Business relating to plant and technology of the preceding items
3. Business relating to warehousing, leasing of real estate, general management of building and its equipment, such as maintenance, cleaning and security
4. Business relating to planning, production, sales and distribution of digital content
5. All businesses incidental to or relating to all the preceding items

(Deleted)

(4) Schedule of Amendments to Articles of Incorporation

Corporate Name Change and Amendments to Articles of Incorporation will be effective on its effective date, October 1, 2021 (scheduled) and be subject to the approvals of the Annual General Meeting of Shareholders scheduled to be held on June 29, 2021.

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