Absorption-Type Demerger Agreement

The consideration awarded in an absorption merger, a fraction of an absorption company or a stock exchange is not limited to shares issued by the surviving company, the subsequent company or a 100% subsidiary after the share exchange (if any). Cash and other assets can be used in return for these types of corporate restructuring. In October 2009, the company divided one of its key segments, the liabilities components, and founded TDK-EPC. It then acquired EPCOS AG (now TDK Electronics AG), a major manufacturer of electronic components in Germany, with its subsidiaries, and turned them into subsidiaries of TDK-EPC in order to achieve organic integration at an early stage. In November 2014, all segments were integrated into the company through simplified absorption splits. TDK-EPC achieved its original goal and the company decided to absorb and merge TDK-EPC to effectively use its management resources and improve operational efficiency. A merger is a corporate restructuring that makes two or more companies a business. When an existing entity becomes a surviving entity, the merger is called absorption merger and the other companies that merge are dissolved. When a newly created company becomes a surviving entity, the merger is called a founding merger and all the companies that merge are dissolved.

(2) Merger method This will be an absorption merger in which the company will be the surviving company and DENSO IT Solutions the absorbed company. (3) Details of the attribution of the merger There are no relevant questions. (4) The management of stock options and bonds with stock options of the absorbed company DENSO IT Solutions does not yield stock options or bonds with stock options. 3. Overview of the companies participating in the merger (as of March 31, 2020) Due to the financial statements of the proposed merger, there is not expected to be a material impact on the Company`s consolidated financial results, as this is an absorption merger with a wholly-owned subsidiary of the company. Board decision: Board decision: Decision of the SPC`s general meeting of members of November 29, 2017 Merger agreement: November 29, 2017 Merger entry date: April 1, 2018 The proposed merger is an absorption merger in which the entity will be the surviving entity and the SPC will be dissolved. On December 26, 2019, the Board of Directors of TechnoPro, Inc., decided to authorize the merger of consolidated subsidiary TechnoPro, Inc. and technoPro Holdings Subtochter ON THE MARK Co., Ltd. Since this is a merger by type of absorption between 100% subsidiaries, some data and details have been omitted.

Corporate restructurings generally require the approval of the general meeting.