Restar : Notice Concerning Corporate Demerger (Simplified/Short Form Absorption type Demerger) of a Wholly Owned Subsidiary (Kyoshin Communications Shikoku Co., LTD.)

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

	May 13, 2024
Company Name:	Restar Corporation
	(Code: 3156 Tokyo Stock
	Exchange Prime Market)
Representative:	Tomoharu Asaka,
	Representative Director
	Vice President
Contact Information:	Atsuki Ishida,
	Corporate Officer
	(Tel.: [phone])

Notice Concerning Corporate Demerger (Simplified/Short-FormAbsorption-type Demerger)

of a Wholly Owned Subsidiary (Kyoshin Communications Shikoku Co., LTD.)

Restar Corporation (hereinafter, the "Company") hereby announces that the meeting of the Board of Directors held today passed a resolution to transfer to the Company the video and audio related business of Kyoshin Communications Shikoku CO., LTD., (hereinafter, "KYCOM Shikoku"), a consolidated subsidiary of the Company, by means of a corporate demerger (hereinafter, the "Demerger.").

Since the Demerger is an absorption-type demerger involving the Company and the Company's wholly-owned subsidiary (a simplified/short-formabsorption-type demerger), certain disclosures and details have been omitted.

1. Purpose of the Demerger

With the addition of KYCOM Shikoku's video and audio related business to its systems business unit, the Company aims to further develop and expand its business by creating synergies through the effective utilization of Group management resources and integrated operations.

2. Summary of the Demerger

(1)	Schedule of the Demerger
	Date of resolution by the Board of Directors	May 13, 2024
	Date of agreement	May 13, 2024
	Effective date	July 1, 2024 (scheduled)

Note: Since the Demerger falls under the category of a simplified demerger as defined in Article 796, Paragraph 2 of the Companies Act for the Company and a short-form demerger as defined in Article 784, Paragraph 1 of the Companies Act for KYCOM Shikoku, both demergers will be conducted without a resolution at a general meeting of shareholders.

1. Method of the Demerger
   An absorption-type demerger in which the Company will be the successor company and KYCOM Shikoku will be the demerged company.
2. Details of Allotment Related to the Demerger
   Since the Demerger is an absorption-type demerger of a wholly-owned subsidiary of the Company, there will be no allotment of shares or other money, etc. as a result of the Demerger.
3. Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Demerger
   No capital relationship
4. Capital to be Increased or Decreased as a Result of the Demerger
   There will be no increase or decrease in the Company's capital as a result of the Demerger.

1. Rights and Obligations to be Assumed by the Successor Company
   In the Demerger, the Company will assume the assets, liabilities, contracts, and other rights and obligations related to the subject business to the extent provided in the absorption-type demerger agreement executed between the Company and KYCOM Shikoku at the time of the Demerger.
2. Prospect of Fulfillment of Obligations
   The Company has determined that there are no problems with the fulfillment of obligations to be assumed by the Company and KYCOM Shikoku after the effective date of the Demerger.

3. Overview of the Companies Involved in the Demerger

			Successor company			Demerged company
(1) Name	Restar Corporation				Kyoshin Communications Shikoku
							CO., LTD.
(2) Description of	Sales	of	and	technical support	for	Sales and installation of video, audio,
business	semiconductors and electronic components,	information and telecommunications
	LSI design development; and contract	equipment and related accessories
	reliability test services
	Solutions,	design, construction,	and
	maintenance engineering for video, audio,
	communications, and measurement
	Operation	and	management	for	the
	introduction and popularization of renewable
	energy from solar power generation
(3) Date of	October 1, 2009				May 28, 1974
establishment
(4) Head office location	2-10-9 Konan, Minato-ku, Tokyo			61 Jonan-cho,Marugame-city,
							Kagawa
(5) Job title and name	Kunihiro	Konno,	Representative	Director,	Eijiro Akiyama, President,
of representative	Chairman, and President			Representative Director
(6) Share capital	4,383 million yen				10 million yen
(7) Number of issued	30,072,643 shares				20,000 shares
shares	(As of March 31, 2024)
(8) Fiscal year-end	March						March
(9) Major shareholders	KMF Corporation: 20.04%			Restar Corporation: 100%
and shareholding	S-GRANT CO., LTD.: 9.63%
ratios	The Master Trust Bank of Japan, Ltd. (trust
	account): 7.44%
	Retirement Benefit Trust (Sony Group 003) of
	Mizuho Trust & Banking Co., Ltd. Retrustee:
	Custody Bank of Japan, Ltd.: 7.43%
	MUFG Bank, Ltd.: 2.72%
	Retirement Benefit Trust (Sony Group 008) of
	Mizuho Trust & Banking Co., Ltd. Retrustee:
	Custody Bank of Japan, Ltd.: 2.38%
	CITY INDEX ELEVENTH CO, Ltd.: 2.34%
	Mizuho Bank, Ltd.: 2.30%
	Restar Holdings Corporation Employee Stock
	Ownership Association: 2.18%
	Custody Bank of Japan, Ltd. (trust account):
	1.94%
	(As of March 31, 2024)
(10) Financial position and operating results for the most recent fiscal year
Fiscal year-end	Fiscal year ended March 31, 2024		Fiscal year ended March 31, 2024
			(consolidated)			(non-consolidated)
Net assets				91,024 million	yen	133 million yen
Net assets per share				3,026.84	yen	6,666.15 yen
Total assets				293,464 million yen	366 million yen
				2

Net sales				512,484 million yen			565 million yen
Operating profit			15,930 million yen			19 million yen
Ordinary profit			9,690 million yen			21 million yen
Net profit				7,004 million yen			29 million yen
Basic earnings per share			232.92 yen			1,470.48 yen
4.	Overview of the business division to be demerged
	(1)	Business details of the business division to be demerged
		Video and audio related business
	(2)	Operating results of business to be demerged (March 31, 2024)
		Net sales: 498 million yen
	(3)	Items and amounts of assets and liabilities to be demerged (as of March 31, 2024)
		Item		Book value	Item		Book value
		Current assets		282 million yen	Current liabilities		131 million yen
		Non-current assets		26 million yen	Non-current liabilities		4 million yen
		Total		308 million yen	Total		135 million yen
		Note: Since provisional calculation was made based on the book value as of March 31, 2024, the
		actual amounts of assets and liabilities to be demerged will be determined by adding or subtracting
		increases or decreases up to the effective date.
5.	Status after Demerger

There will be no change in the name, head office location, job title and name of representative, business, share capital and fiscal year-end of the Company and KYCOM Shikoku after the Demerger.

6. Future Outlook

Since the Demerger involves the Company and its wholly-owned subsidiary, the impact on the Company's consolidated financial results will be minor.

3