Daio Paper : Notice on Merger of Consolidated Subsidiaries

ENGLISH TRANSLATION FOR REFERENCE PURPOSE ONLY

This notice is an English translation of the original Japanese text of the timely disclosure statement dated September 22, 2021 issued by Daio Paper Corporation, and is for reference purposes only. In the event of any discrepancy between the original Japanese text and this English translation, the Japanese text shall prevail.

September 22, 2021

To Whom It May Concern:
Name of Company:	Daio Paper Corporation
Name of Representative:	Yorifusa Wakabayashi
	President and Representative Director
	Chief Executive Officer
Securities Code:	3880
	(First Section, Tokyo Stock Exchange)
Contact Person:	Yasumitsu Matsubara
	General Manager, Sales Promotion Department,
	Newsprint and Paper Business Group
Telephone No.:	[phone]

Notice on Merger of Consolidated Subsidiaries

It was resolved at the Board of Directors meeting held on September 22, 2021 that the Company will have the following consolidated subsidiaries merged together effective April 1, 2022.

1. Purpose of Merger

Based on the Fourth Medium-term Business Plan published on May 27, 2021, the Group has been promoting structural reforms and reinforcing the management base. In this context, by merging the following printing-related subsidiaries: Daio Printing Corporation; Miura Printing Corporation; Daio Postal Chemical Corporation; Daiwa Shiko Co., Ltd.; and Senmeisha Corporation; we plan to strengthen the sales structure for increased sales and profit, reform the organizational structure, and curtail fixed expenses.

2. Overview of Merger
1) Timetable
Resolution of Board of Directors of the
Company Concerning Merger of Subsidiaries	September 22, 2021
(the Company)
Resolution of Board of Directors of Subsidiaries	January 31, 2022 (planned)
(Conclusion of Merger Agreement)
Resolution of Stockholders' General Meeting of	March 3, 2022 (planned)
Subsidiaries
Effective Date of Merger	April 1, 2022 (planned)

2) Type of Merger

An absorption-type merger with Daio Printing Corporation as surviving company. The other four

subsidiaries will be absorbed and dissolved.
	Daio Printing Corporation	(Consolidated Subsidiary)
	Miura Printing Corporation	(Consolidated Subsidiary)
	Daio Postal Chemical Corporation	(Consolidated Subsidiary)
	Daiwa Shiko Co., Ltd.	(Consolidated Subsidiary)
	Senmeisha Corporation	(Consolidated Subsidiary)

Daio Printing Corporation, which will be the surviving company, will be renamed as Daio Miura Corporation (tentative) after the merger (consolidated subsidiary).

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3) Allocation in Relation to Merger

No new shares will be issued and no money, etc., will be distributed in relation to the merger.

1. Handling of Share Acquisition Rights and Bonds with Share Acquisition Rights of Companies to be Absorbed Not applicable.

3. Overview of Companies to be Merged (as of March 31, 2021)

			Company to Survive Absorption-type			Company to be Absorbed in
			Merger			Absorption-type Merger
1)	Name of Company		Daio Printing Corporation		Miura Printing Corporation
2)	Address		13-4,Kita-Otsuka 1 chome,		3-9, Chitose 2 chome, Sumida-ku,
		Toshima-ku, Tokyo		Tokyo
3)	Name and Title of		Masaki Matsuoka, President and		Mitsuru Ogawa, President and
	Representative		Representative Director		Representative Director
4)	Description of		Printing		Printing, real estate leasing
	Business
5)	Capital Stock		100 mil. yen		310 mil. yen
6)	Date of Foundation		April 1, 1952		November 29, 1950
7)	No. of Outstanding	200,000		31,990,585
	Shares
8)	Fiscal Year End		March 31		March 31
9)	Major Shareholders
	and Shareholding		Daio Paper Corporation, 100%		Daio Paper Corporation, 100%
	Ratio
10)	No. of Employees	889		45

1. Sales in Immediately

		Preceding Fiscal		24,075 mil. yen		9,355 mil. yen
		Year
				Company to be Absorbed in			Company to be Absorbed in
				Absorption-type Merger			Absorption-type Merger
1)		Name of Company		Daio Postal Chemical Corporation		Daiwa Shiko Co., Ltd.
2)		Address		13-4,Kita-Otsuka 1 chome,		13-10, Kyobashi 3 chome, Chuo-ku,
		Toshima-ku, Tokyo		Tokyo
3)		Name and Title of		Koichiro Onishi, President and		Makoto Kyuwa, President and
	Representative		Representative Director		Representative Director
4)		Description of		Printing, sale of industrial equipment		Manufacturing and sale of paper
	Business			articles, logistics
5)		Capital Stock		310 mil. yen		100 mil. yen
6)		Date of Foundation		February 8, 1949		September 23, 1959
7)		No. of Outstanding	3,100,000		110,000
	Shares
8)		Fiscal Year End		March 31		March 31
		Major Shareholders
9)		and Shareholding		Daio Printing Corporation, 100%		Daio Printing Corporation, 100%
		Ratio
10)		No. of Employees	95		184
		Sales in Immediately
11)		Preceding Fiscal		3,704 mil. yen		2,521 mil. yen
		Year
				Company to be Absorbed in
				Absorption-type Merger
1)		Name of Company		Senmeisha Corporation
2)		Address		3-9, Chitose 2 chome, Sumida-ku,
		Tokyo
3)		Name and Title of		Taku Kimoto, President and
	Representative		Representative Director
4)		Description of		Printing
	Business

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5)	Capital Stock	30 mil. yen
6)	Date of Foundation	December 5, 2019
7)	No. of Outstanding	60,000
Shares
8)	Fiscal Year End	March 31
	Major Shareholders
9)	and Shareholding	Daio Printing Corporation, 100%
	Ratio
10)	No. of Employees	18
	Sales in Immediately
11)	Preceding Fiscal	3,030 mil. yen
	Year

(Overview of New Company after Merger)

			Company Surviving Absorption-type Merger
1)	Name of Company		Daio Miura Corporation (tentative)
2)	Address		3-9, Chitose 2-chome,Sumida-ku, Tokyo
3)	Name and Title of Representative		Mitsuru Ogawa, President and Representative Director
4)	Description of Business		Printing, manufacturing and sale of paper articles, sale of industrial
	equipment, logistics, real estate leasing
5)	Capital Stock		310 mil. yen
6)	Date of Merger		April 1, 2022 (planned)

4. Expected Impact of Merger on Consolidate Business Performance

The impact of the merger on the consolidated business performance of the Company is expected to be minor as this is a merger of consolidated subsidiaries.

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