Kamigumi : Notice concerning acquisition of stock in LIGHT CONSTRUCTION CO., LTD. (making it a wholly owned subsidiary)

Translation

Note: This document has been translated from 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.

June 30, 2023

Company name	Kamigumi Co., Ltd.
Representative	Yoshihiro Fukai, President &
	Representative Director

(Stock code: 9364; Prime Market, Tokyo Stock Exchange)

Inquiries	Takashi Iwashita, General Manager of
	General Affairs Department
	(Telephone: [phone])

Notice concerning acquisition of stock in LIGHT CONSTRUCTION CO., LTD.

(making it a wholly owned subsidiary)

Kamigumi Co., Ltd. ("Kamigumi" hereinafter) has concluded an agreement on the transfer of shares with LIGHT CONSTRUCTION CO., LTD., and acquired all shares of stock in the latter company today, as outlined below.

Three corporations conduct business under the same name, LIGHT CONSTRUCTION, from the viewpoint of business continuity, but each conducts business independently. Kamigumi has acquired all shares of stock in these three corporations.

Details

1. Reasons for stock acquisition
   Drawing on strategic investment funds, Kamigumi Group is actively considering mergers and acquisitions (M&A) and business and capital alliances in Japan and in international markets in line with its policy of expanding business investments, one of its policies on capital in the medium-term management plan.
   LIGHT CONSTRUCTION CO., LTD. offers a wealth of experience and expertise as an organization of heavy cargo transport professionals. It is highly regarded in this field.
   This stock acquisition is expected to enhance the competitive strengths of the heavy cargo and construction segments through mutual complementation, such as by enabling more effective use of assets and human resources. The acquisition is also expected to boost the receipt of orders related to wind power and new energy-related logistics operations. Kamigumi believes the acquisition will contribute significantly to progress toward the goals of the Group's medium-term management plan.
2. Overview of new subsidiaries

(1)	Name	LIGHT CONSTRUCTION CO., LTD. ("Light Hyogo"
hereinafter)
(2)	Address	6-21Imazuyamanaka-cho,Nishinomiya-shi, Hyogo Prefecture
(3)	Name and title of representative	Tsutomu Okamoto, Representative of Director

(4)	Lines of business	Transport of oversized items, leasing of large cranes, building
construction, etc.
(5)	Capital	30 million yen
(6)	Established	June 27, 1983
(7)	Major shareholders and percentages	Tsutomu Okamoto (90%), Kiyoko Okamoto (10%)
of shares held
		Capital relationships	Not applicable
		Personnel relationships	Not applicable
	Relationships between Kamigumi
(8)		The annual volume of business
and the company in question		transactions between Kamigumi and
	Transaction
		the company in question is
		relationships
		approximately 100 million yen
			(FY2022).

1. Business results and financial conditions of the company in question for the last three years

	Fiscal year	Ended May 2020		Ended May 2021	Ended May 2022
	Net assets	18 million yen		36 million yen	148 million yen
	Total assets	213 million yen		269 million yen	319 million yen
	Net assets per share	31,213.33 yen			60,893.33 yen	247,360 yen
	Net sales	800 million yen		813 million yen	770 million yen
	Operating income	44 million yen		42 million yen	46 million yen
	Ordinary income	55 million yen		101 million yen	59 million yen
	Net income	43 million yen		94 million yen	(1 million yen)
	Net income per share	71,680 yen		157,146.66 yen	(1,263.33 yen)
	Dividends per share	-			-	-
(1)	Name	LIGHT CONSTRUCTION CO., LTD. ("Light Osaka"
hereinafter)
(2)	Address	12-1Shiomi-cho,Izumiotsu-shi, Osaka Prefecture
(3)	Name and title of representative	Tsutomu Okamoto, Representative of Director
(4)	Lines of business	Transport of oversized items, leasing of large cranes, building
construction, etc.
(5)	Capital	10 million yen
(6)	Established	August 1, 2001
(7)	Major shareholders and percentages	Tsutomu Okamoto (55%), Kiyoko Okamoto (15%), Kunishige
of shares held	Okamoto (15%), Kiyomi Okamoto (15%)
		Capital relationships		Not applicable
(8)	Relationships between Kamigumi	Personnel relationships		Not applicable
and the company in question
Transaction
			Not applicable
		relationships
(9)	Business results and financial conditions of the company in question for the last three years
	Fiscal year	Ended July 2020		Ended July 2021	Ended July 2022

	Net assets	46 million yen		92 million yen	32 million yen
	Total assets	177 million yen		161 million yen	82 million yen
	Net assets per share	234,400 yen			460,010 yen	410,085 yen
	Net sales	189 million yen		169 million yen	181 million yen
	Operating income	26 million yen		(1 million yen)	21 million yen
	Ordinary income	26 million yen		(12 million yen)	53 million yen
	Net income	9 million yen		(35 million yen)	42 million yen
	Net income per share	48,415 yen			(176,200 yen)	211,430 yen
	Dividends per share	-			-	-
(1)	Name	LIGHT CONSTRUCTION CO., LTD. ("Light Ibaraki"
hereinafter)
(2)	Address	1185-5 Kuno, Koga-shi, Ibaraki Prefecture
(3)	Name and title of representative	Tsutomu Okamoto, Representative of Director
(4)	Lines of business	Transport of oversized items, leasing of large cranes, building
construction, etc.
(5)	Capital	10 million yen
(6)	Established	January 10, 1974
(7)	Major shareholders and percentages	Tsutomu Okamoto (45%), Kiyoko Okamoto (55%)
of shares held
		Capital relationships		Not applicable
(8)	Relationships between Kamigumi	Personnel relationships		Not applicable
and the company in question
Transaction
			Not applicable
		relationships
(9)	Business results and financial conditions of the company in question for the last three years
	Fiscal year	Ended November		Ended November	Ended November
	2020		2021	2022
	Net assets	(34 million yen)		(32 million yen)	(11 million yen)
	Total assets	38 million yen		30 million yen	48 million yen
	Net assets per share	(4,343.25 yen)		(4,011.75 yen)	(1,396.61 yen)
	Net sales	88 million yen		95 million yen	84 million yen
	Operating income	2 million yen		16 million yen	13 million yen
	Ordinary income	3 million yen		16 million yen	13 million yen
	Net income	2 million yen		11 million yen	9 million yen
	Net income per share	331.62 yen			1,389.50 yen	1,225.62 yen
	Dividends per share	-			-	-
3. Overview of counterparties in this stock acquisition
(1)	Names	Tsutomu Okamoto, Kiyoko Okamoto, et al.
(2)	Address	Nishinomiya-shi, Hyogo Prefecture

(3)

Relationships between Kamigumi and the individuals in question

No capital, personnel, or transaction relationships worthy of note

4. Number of shares acquired and stock holdings before and after acquisition

		In Light Hyogo: 0 shares
		(Voting rights held: 0; percentage of voting rights held: 0%)
(1)	Number of shares held before	In Light Osaka: 0 shares
acquisition	(Voting rights held: 0; percentage of voting rights held: 0%)
		In Light Ibaraki: 0 shares
		(Voting rights held: 0; percentage of voting rights held: 0%)
		In Light Hyogo: 600 shares
(2)	Number of shares acquired	In Light Osaka: 200 shares
		In Light Ibaraki: 8,000 shares
		In Light Hyogo: 600 shares
		(Voting rights held: 600; percentage of voting rights held:
		100%)
	Number of shares held after	In Light Osaka: 200 shares
(3)	(Voting rights held: 200; percentage of voting rights held:
acquisition
	100%)
		In Light Ibaraki: 8,000 shares
		(Voting rights held: 8,000; percentage of voting rights held:
		100%)
5. Schedule
(1)	Agreement date	May 31, 2023
(2)	Stock transfer date	June 30, 2023

6. Future outlook

As of now, the effect of this acquisition of stock on Kamigumi's consolidated financial results for the fiscal year ending March 2024 is expected to be immaterial.