Sumitomo Heavy Industries : Notice of an absorption-type merger with a consolidated subsidiary

September 29, 2021

To whom it may concern:

Company Name: Sumitomo Heavy Industries, Ltd.

Representative: Shinji Shimomura, Representative Director & President

(Listed on TSE 1st Section under Code No.6302) For any question or inquiry please contact:

Ms. Michiko Watanabe, General Manager, Corporate Communications Dept.

(Telephone [phone])

Notice of an absorption-type merger with a consolidated subsidiary

Please be notified that at its board meeting held today the Company has resolved to merge with and absorb our 100-percent-owned subsidiary, Sumiju Business, Ltd. effective on April 1, 2022. Because this merger is a simplified, absorption-type merger with our consolidated subsidiary, we provide below related disclosure items and information in a partially abbreviated manner.

1. Purpose of Merger

Within our Company group the Precision Equipment Group is engaged in the global operation of the manufacturing and sales business of various types of industrial precision machinery. On this occasion we have decided to merge with and integrate Sumiju Business, Ltd. into our Precision Equipment Group for the purpose of consolidating our group's precision machinery-related business resources into Sumitomo Heavy Industries thereby strengthening the manufacturing infrastructure and improving the competitiveness of the products.

2. Summary of Merger

1. Merger timeline

September 29, 2021: A board meeting is held to approve the merger agreement.

September 29, 2021: The merger agreement is executed.

April 1, 2022: The merger is planned to become effective (effective date of merger)

※This merger is a simplified merger defined in Article 796, Paragraph 2 of the Companies Act as well as a short-form merger defined in Article 784, Paragraph 1 of the same Act. Consequently, the merger is carried out without the approval of a general shareholders' meeting to be held at each of the surviving company and the non-surviving company.

(2) Type of Merger

This is an absorption-type merger whereby the Company becomes the surviving company while Sumiju Business, Ltd. is dissolved.

(3) Post-merger allotment of shares

This is a merger by the Company with its wholly-owned subsidiary and therefore no new shares will be issued and no cash payment will be made.

1. Treatment of stock options or convertible bonds if applicable in the merger Not applicable.

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3. Overview of the parties to the merger (as of March 31, 2021)

(1)	Trade name	Sumitomo Heavy Industries, Ltd.	Sumiju Business, Ltd.
(as the surviving company)	(as the non-surviving company)
(2)	Line of business	Manufacture and sales of diverse sorts of	Manufacture and sales of precision
industrial machines ranging from general	machined parts for cryogenic & vacuum
		industrial machinery to precision control	components and industrial machinery
		machinery
(3)	Date of	November 1, 1934	April 20, 1960
establishment
(4)	Head office	1-1 Osaki 2-chome,Shinagawa-ku, Tokyo	2-1-1Yato-cho,Nishitokyo-shi, Tokyo
location
(5)	Representative	Shinji Shimomura,	Yoshio Ikawa
		Representative Director & President	Representative Director & President
(6)	Capital	30,872 million yen	50 million yen
(7)	Number of	122,905,481	92,500
shares issued
(8)	Closing date	March 31	March 31
(9)	Number of	24,050 (consolidated)	29
employees
(10) Major	The Master Trust Bank of Japan, Ltd.	Sumitomo Heavy Industries, Ltd.
shareholders and	(Trust Account) (10.6%);	(100%).
percentage of	Custody Bank of Japan, Ltd.
ownership	(Trust Account) (6.4%);
		NORTHERN TRUST CO. (AVFC) RE
		SILCHESTER INTERNATIONAL
		INVESTORS INTERNATIONAL
		VALUE EQUITY TRUST (5.4%);
		Sumitomo Life Insurance Company (3.5%);
		NORTHERN TRUST CO. (AVFC) RE
		U. S. TAX EXEMPTED PENSION
		FUNDS (3.3%).

(11) The financial condition and the earnings of the immediately preceding business year (ended March 2021)

Net assets	504,928 million yen (consolidated)	570 million yen
Total Assets	1,030,684 million yen (consolidated)	729 million yen
Net assets per share	4,005.43 yen (consolidated)	6,160.26 yen
Sales	849,065 million yen (consolidated)	758 million yen
Operating income	51,342 million yen (consolidated)	86 million yen
Ordinary income	49,544 million yen (consolidated)	86 million yen
Net income	26,764 million yen (consolidated)	58 million yen
Net income per	218.46 yen (consolidated)	623.51 yen
share

4. The Company's situation subsequent to the merger

The merger will cause no change in the trade name or address of the Company, the title, position or name of its representative, or its business operations, capital or closing period.

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5. Effect on the Company performance

The merger is a merger between the Company and its consolidated subsidiary and therefore it will not affect the Company's consolidated earnings.

End

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