Restar : Notice Concerning Decision on Basic Policy for Transition from a Pure Holding Company to an Operating Company through a Merger with the Company’s Consolidated Subsidiaries

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 26, 2023
Company Name:	Restar Holdings Corporation
	(Code: 3156 Tokyo Stock
	Exchange Prime Market)
Name of	Tomoharu Asaka,
Representative:	Representative Director
Contact Information:	Susumu Nishima,
	Corporate Executive Officer
	(Tel.: [phone])

Notice Concerning Decision on Basic Policy for Transition from a Pure Holding Company to an Operating

Company through a Merger with the Company's Consolidated Subsidiaries

The Company hereby announces that at a meeting of the Board of Directors held today, it resolved on the basic policy for transitioning from a pure holding company to an operating company through an absorption- type merger with its wholly-owned domestic subsidiaries, primarily Restar Electronics Corporation ("REC"), Restar Communications Corporation ("RCC"), and Vitec Enesta Co., Ltd. ("VET"), in which the Company will be the surviving company ("the Merger") as follows.

As the Merger is a simplified absorption-type merger involving consolidated subsidiaries, certain disclosures and details have been omitted.

Details

1. Reasons and Objectives for Determining the Basic Policy

Since the management integration in April 2019, the Restar Group has pursued business based on the spin-off structure in which the Company is a pure holding company under the vision of "We aim to be "the Electronics Value Platformer" that accommodates all manner of stakeholder needs" with a Group-wide mission that is "We help society evolve by leveraging information and technology to create and deliver new value and services." The post-integration merger of businesses has proceeded smoothly, and there has also been progress in business expansion, including the implementation and realization of inter-business synergies, a key strategy, in various areas.

On the other hand, function overlap and human resource shortages have also become apparent, and we believe that it is important to optimize the Group's organization and transform its earnings structure to respond to the rapidly changing business environment surrounding the Group.

In order to further accelerate efforts to increase corporate value and to start a growth phase to realize the Company's vision based on a medium- to long-term future orientation, it is essential to restructure the business through the Merger, and the basic policy has been decided to study the optimal structure for each business and function.

The Group will optimize the allocation of human resources and other management resources, transform its earnings structure, speed up decision-making, manage businesses flexibly, and expand businesses through M&A, with the aim of increasing the Group's corporate value over the medium to long term.

We will continue to consider the restructuring of the business with a target date of April 1, 2024, including the absorption-type merger of other wholly-owned domestic subsidiaries. The new structure of the Group aimed at optimizing management resources and maximizing business synergies will be disclosed once it has been determined.

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2. Summary of the Merger

1. Schedule for the Merger

May 26, 2023 (today)	Resolution by Board of Directors on basic policy
August 29, 2023 (scheduled)	Resolution by Board of Directors on conclusion of absorption-type
	merger agreement (determination of companies involved in the
	absorption-type merger)
August 29, 2023 (scheduled)	Conclusion of absorption-type merger agreement
April 1, 2024 (scheduled)	Effectuation of absorption-type merger

Note: Since the Merger falls under the category of a simplified merger as defined in Article 796, Paragraph 2 of the Companies Act and the three wholly-owned subsidiaries fall under the category of a short- form merger as defined in Article 784, Paragraph 1 of the same Act, the Merger will be conducted without obtaining the approval of a general meeting of shareholders of the surviving and dissolving companies for the merger agreement.

1. Method of the Merger

The Merger is an absorption-type merger in which the Company will be the surviving company and its wholly-owned subsidiaries, primarily REC, RCC, and VET, will be the dissolving companies.

1. Details of Allotment Related to the Merger

The Merger will be conducted with wholly-owned subsidiaries, and no new shares will be issued and no money, etc. will be delivered.

1. Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Merger
   Not applicable.

3. Overview of the Companies Involved in the Merger Under the Basic Policy (as of March 31, 2023)

		Surviving company	Dissolving company
(1)	Name	Restar Holdings Corporation	Restar Electronics Corporation
(2)	Address	3-6-5Higashi-Shinagawa,Shinagawa-ku,	2-10-9 Konan, Minato-ku, Tokyo
		Tokyo
(3)	Name and title of	Tomoharu Asaka, Representative Director	Hideya Yamaguchi, President
	representative
(4)	Business details	Holding company	Sale of electronic components
(5)	Capital	4,383 million yen	310 million yen
(6)	Date of	October 1, 2009	May 1, 2015
	establishment
(7)	Number of issued	30,072,643 shares	10,000 shares
	shares
(8)	Fiscal year-end	March	March
(9)	Major shareholders	KMF Co., Ltd. 20.03%	Restar Holdings Corporation 100%
	and shareholding
	ratios
(10)	Recent operating results and financial position
Fiscal year-end	Fiscal year ended March 31, 2023	Fiscal year ended March 31, 2023 (non-
		(consolidated)	consolidated)
Net assets	85,095 million yen	21,220 million yen
Total assets	269,427 million yen	79,013 million yen
Net assets per share	2,686.31 yen	2,122,087 yen
Net sales	487,129 million yen	189,545 million yen
Operating profit	14,423 million yen	5,960 million yen
Ordinary profit	12,043 million yen	6,878 million yen
Profit attributable to	7,085 million yen	4,991 million yen
owners of parent
Basic earnings per share	236 yen	499,132 yen
		Dissolving company
(1)	Name	Restar Communications Corporation	Vitec Enesta Co., Ltd.
(2)	Address	Osaki MT Building, 5-9-11 Kita-	3-6-5Higashi-Shinagawa,Shinagawa-ku,
		Shinagawa, Shinagawa-ku, Tokyo	Tokyo
(3)	Name and title of	Jun Ozaki, President	Hiroaki Konno, President
	representative
(4)	Business details	Sale of electronic equipment	Power generation business
(5)	Capital	400 million yen	50 million yen

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(6)	Date of	May 12, 2004	February 4, 2015
	establishment
(7)	Number of issued	10,000 shares	2,000 shares
	shares
(8)	Fiscal year-end	March	March
(9)	Major shareholders	Restar Holdings Corporation 100%	Restar Holdings Corporation 100%
	and shareholding
	ratios

(10) Recent operating results and financial position

Fiscal year-end	Fiscal year ended March 31, 2023 (non-	Fiscal year ended March 31, 2023 (non-
	consolidated)	consolidated)
Net assets	2,475 million yen	2,390 million yen
Total assets	11,384 million yen	26,958 million yen
Net assets per share	247,500 yen	1,195,295 yen
Net sales	19,545 million yen	4,660 million yen
Operating profit	587 million yen	1,016 million yen
Ordinary profit	625 million yen	1,000 million yen
Profit attributable to	457 million yen	690 million yen
owners of parent
Basic earnings per share	45,753 yen	345,327 yen

Note: Figures for the fiscal year ended March 31, 2023 for REC, RCC, and VET are unaudited.

4. Status of the Company after the Merger

There will be no change in the title and name of the representative, capital, and fiscal year-end as a result of the Merger. The Company's trade name, head office address, and business details will be as described in "Notice of Change in the Company's Trade Name and Partial Amendment of the Articles of Incorporation (Trade Name, Purpose, and Head Office Relocation" dated today.

5. Future Outlook

Since the Merger is a merger with the Company's wholly-owned consolidated subsidiaries, the impact on the Company's consolidated financial results will be immaterial.

The companies to be merged in the business restructuring will be disclosed again after being decided.

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