Toshiba Tec : Notice regarding a Business Partnership between Ricoh Company, Ltd., and Toshiba Tec Corporation by necessary procedures such as Company Split (Simplified Absorption-type Company Split), and the conclusion of a Business Integration Agreement and a Shareholders Agreement related to the integration of MFPs’development and manufacturing

May 19, 2023

Company name: Ricoh Company, Ltd.

President and CEO: Akira Oyama

Stock code: 7752 (Prime of Tokyo Stock Exchange)

Contact: Takashi Kawaguchi, Executive Corporate Officer and CFO

Tel. [phone]

Company name: Toshiba Tec Corporation

President and CEO: Hironobu Nishikori

Stock code: 6588 (Prime of Tokyo Stock Exchange)

Contact: Akira Abe, General Manager of

Corporate Communications Division

Tel. [phone]

Notice regarding a Business Partnership between Ricoh Company, Ltd., and Toshiba Tec Corporation by necessary procedures such as Company Split (Simplified Absorption-type Company Split), and the conclusion of a Business Integration Agreement and a Shareholders Agreement related to the integration of MFPs' development and manufacturing

Ricoh Company, Ltd. (President and CEO: Akira Oyama; hereinafter "Ricoh") and Toshiba Tec Corporation (President and CEO: Hironobu Nishikori; hereinafter "Toshiba Tec") hereby announce that today at meetings of the Boards of Directors of both companies, the two companies resolved to conclude an agreement to set the terms and conditions for integrating businesses (hereinafter the "Integration Agreement") regarding the development and manufacturing of multifunction printers and other devices (hereinafter "MFPs") by necessary procedures such as company split effective on a specific day between April 1, 2024 and June 30, 2024 to be separately agreed upon by the two companies (hereinafter the "Business Integration"). The Boards of Directors of both companies also resolved to conclude a shareholders agreement related to the Business Integration (hereinafter the "Shareholders Agreement").

Based on these resolutions, the two companies will perform procedures such as company split with the aim of realizing a joint venture effective on a specific day between April 1, 2024 and June 30, 2024 to be separately agreed upon by the two companies, that takes on the role of MFPs' development and manufacturing with both companies as shareholders.

1. Background and External Environment

Although the office printing market is recovering from the sharp decline in printing volume caused by the spread of the COVID-19 pandemic, the pre-existing and ongoing trend toward a paperless transition continues. The global market as a whole will continue on a gradual downward trend.

Against the backdrop of expanding remote work and a worsening labor shortage due to Japan's shrinking workforce, the need for digitalization of various operations in offices and in the frontlines has become apparent. Companies in the office printing industry are positioning Digital Transformation (hereinafter "DX") demand as a growth area and focusing on developing and providing solutions using IT (information technology).

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As the competitive landscape shifts from providing stand-alone hardware to solutions combined with software and services, a common challenge has become a growing competitiveness in the development and production of printing devices. In addition, there is a need to build resilient supply chains that can respond flexibly to rising geopolitical risks. On the other hand, opportunities exist for creating new customer value based on printing-related technology through the expansion of digitalization of office and field operations.

2. Outline of the Business Integration

Ricoh is committed to transforming itself into a digital services company with its mission and vision of

"Fulfillment through Work" to achieve sustainable growth and further development. Ricoh is working closely with its customers to contribute to the transformation of their business processes and the creation of new value by combining various edge devices and optimal applications.

Toshiba Tec aims to become "a global top solutions partner" that co-creates solutions leading to new value and resolving social issues together with its customers and partners by practicing its corporate philosophy, "Create with You."

To respond to the previously described market changes, the two companies will enter into a joint venture that takes on the role of MFPs' development and manufacturing to realize the following:

1. Strengthen competitiveness and business foundations of office printing device manufacturing
   By bringing the two companies' respective technological strengths in the development and production of

office printing equipment, the two companies will expand their planning, design, and development functions. The two companies will also make joint purchases for parts and materials, and mutually utilize their production bases to build a resilient supply chain that responds flexibly to heightened geopolitical risks and aims to achieve more robust manufacturing. Furthermore, the two companies will contribute to the realization of a circular economy by enhancing the efficiency and sophistication of reuse and recycling efforts to collect used MFPs.

1. Collaborate on the planning and development of new solutions in the frontlines utilizing the technologies and

resources of the two companies

The Business Integration will enable the two companies to shift their resources to focus more on areas of innovation and individual areas of differentiation, thereby increasing their competitiveness and strengthening their business foundations. Furthermore, the two companies will work on joint planning and development of new solutions to support customers' DX by integrating image recognition technology utilizing Toshiba Tec's barcode printer, RFID, etc., and Ricoh's optical and image processing technologies, such as cameras and projectors.

The two companies will provide competitive, high-quality, and high-value-added products created through co-creation to the global market through their respective branded products that pursue their unique user experience. Each of the two companies will provide solutions combined with various software and services through their respective sales channels to help customers enhance their productivity by digitalizing and improving workflows tailored to the needs of each of their operations. Thus, each of the two companies will contribute to resolving social issues by helping customers realize DX in their workplaces.

3. Summary of the Business Integration

(1) Method of the Business Integration

The Business Integration covers MFPs' development and the manufacturing operations of the two companies in Japan and overseas, excluding certain countries' businesses* of Toshiba Tec. This coverage is hereinafter collectively referred to as the "Business." The Business is, furthermore, hereinafter specified as "Ricoh's Business" and "Toshiba Tec's Business." The Business Integration will be implemented mainly by an

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absorption-type split in order to succeed Ricoh's Business and Toshiba Tec's Business to Ricoh Technologies Company, Ltd., a subsidiary company of Ricoh in Japan (hereinafter the "Joint Venture").

The investment ratio in the Joint Venture after the Business Integration shall be 85% by Ricoh and 15% by Toshiba Tec.

The absorption-type split of Ricoh to implement the Business Integration is hereinafter referred to as the "Ricoh Absorption-type Split," and the absorption-type split agreement between Ricoh and the Joint Venture for the Ricoh Absorption-type Split is hereinafter referred to as the "Ricoh Absorption-type Split Agreement." The absorption-type split of Toshiba Tec to implement the Business Integration is hereinafter referred to as the "Toshiba Tec Absorption-type Split," and the absorption-type split agreement between Toshiba Tec and the Joint Venture for the Toshiba Tec Absorption-type Split is hereinafter referred to as the "Toshiba Tec Absorption-type Split Agreement."

Furthermore, the Ricoh Absorption-type Split and the Toshiba Tec Absorption-type Split are hereinafter collectively referred to as the "Absorption-type Split," and the Ricoh Absorption-type Split Agreement and the Toshiba Tec Absorption-type Split Agreement are hereinafter collectively referred to as the "Absorption-type Split Agreement."

• Toshiba Tec businesses in certain countries may also be included in Toshiba Tec's Business at Toshiba Tec's discretion after the completion of certain procedure.

(2) Schedule of the Business Integration

Both companies' Board of Directors to approve the	May 19, 2023 (today)
conclusion of the Integration Agreement and the
Shareholders Agreement
Conclusion of the Integration Agreement and the	May 19, 2023 (today)
Shareholders Agreement
Both companies' Board of Directors to approve the	Undecided
conclusion of the Absorption-type Split Agreement
Conclusion of the Absorption-type Split Agreement	Undecided
Effective date of the Absorption-type Split	A specific day between April 1, 2024 and June 30,
	2024 to be separately agreed upon by the two
	companies (scheduled)
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(Note 1) Both Ricoh Absorption-type Split and Toshiba Tec Absorption-type Split will be conducted as a simplified absorption-type split under Article 784, Paragraph 2 of the Companies Act, without obtaining approval at the shareholders' meetings of both companies.

(Note 2) The implementation of the Business Integration is subject to the conditions that, among others, (i) all procedures under the competition laws (including procedures such as notifications and obtaining clearances, etc.) and notifications and other procedures under foreign investment regulations in Japan and other countries or regions have been completed, and (ii) no event has occurred or been found that has or may have a material adverse effect on the assets, business, financial condition, operating results or cash flow status or other value of the Business of both companies.

(Note 3) The above schedule is the schedule as of today and is subject to change upon consultation between the two companies in the course of the procedures for the Business Integration, depending on the obtainment of permits and approvals from the relevant authorities or for other reasons.

4. About the Absorption-type Split and the Business Partnership

1. Purpose of the Absorption-type Split, reason and details of the Business Partnership
   Please refer to "1. Background and External Environment" and "2. Outline of the Business Integration" above.
2. Schedule of the Absorption-type Split and the Business Partnership
   Please refer to "(2) Schedule of the Business Integration" in "3. Summary of the Business Integration" above.
3. Method of the Absorption-type Split
   Ricoh Absorption-type Split is an absorption-type split in which Ricoh will be the absorption-type split company, and the Joint Venture will be the successor company in the absorption-type split. Toshiba Tec Absorption-type Split is an absorption-type split in which Toshiba Tec will be the absorption-type split company, and the Joint Venture will be the successor company in the absorption-type split.
4. Details of the allotment related to the Absorption-type Split
   The Joint Venture will allot and deliver its common shares to the two companies as consideration for the Joint Venture's assumption of rights and obligations upon the Absorption-type Split becoming effective. However, whether the Joint Venture will issue new shares, as well as the number of such common shares to allot and deliver, has not been determined at this time and will be announced as soon as the details are determined.
5. Handling of stock acquisition rights and bonds with stock acquisition rights upon the Absorption-type Split Ricoh has not issued any stock acquisition rights or bonds with stock acquisition rights.
   Toshiba Tec has issued stock acquisition rights, but there will be no changes in the treatment of the stock acquisition rights issued by Toshiba Tec due to the Absorption-type Split. Toshiba Tec has also not issued any bonds with stock acquisition rights.
6. Change in share capital due to the Absorption-type Split
   There will be no change in the two companies' share capital as a result of the Absorption-type Split.
7. Rights and obligations to be assumed by the successor company in absorption-type split
   The rights and obligations are related to the Business of the two companies. The Joint Venture will assume the rights and obligations as set forth in the Absorption-type Split Agreement.
8. Prospects of fulfillment of obligations

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The Joint Venture's assets are expected to exceed its liabilities even after the Absorption-type Split, and it is not currently anticipated that any situation will hinder the fulfillment of their obligations to be borne. Therefore, the two companies believe that there are no issues with the prospect of fulfilling such obligations with regard to the obligations to be borne by the Joint Venture in connection with the Absorption-type Split.

5. Rationale of the allotment in connection with the Company Split

(1) Basis and rationale for allocations

After discussions between the two companies, taking into account their earnings situations, future prospects, and other factors in the Business to be split off from Ricoh and Toshiba Tec as a result of the Company Split, the two companies have reached an agreement to make the allotment related to the Company Split as described above.

As stated above, the number of such common shares to be allotted and delivered by the Joint Venture to the two companies has not been determined at this time.

1. Matters related to calculation
   The two companies have not yet obtained the valuation report from their calculation agent with respect to the Absorption-type Split.
2. Prospect of delisting and reasons for delisting Not applicable.
3. Measures to ensure fairness Not applicable.
4. Measures to avoid conflicts of interest Not applicable.

6. Outline of the companies involved in the Absorption-type Split and the Business Partnership

(1) Outline of the absorption-type split companies (as of March 31, 2023)

(1)	Trade name	Ricoh Company, Ltd.		Toshiba Tec Corporation
(2)	Address	1-3-6,	Nakamagome,	Ohta-ku,	1-11-1, Osaki,	Shinagawa-ku,
Tokyo Japan			Tokyo Japan
(3)	Representative name	Yoshinori Yamashita,	President	Hironobu	Nishikori,	President
and CEO			and CEO
		Development,	production, sales,	Development,	manufacturing,
		support and services of Digital	sales and support and services of
(4)	Principal business	Services, Digital Products, Graphic	POS system, MFPs, Auto ID
		Communications,	Industrial	system, Inkjet heads, and those
		Solutions, and Other		related products
(5)	Capital stock	135,364 million yen		39,970 million yen
(6)	Date established	February 6, 1936		February 21, 1950
(7)	Total Shares Issued	609,521,978			57,629,140
(8)	Accounting Date	March 31			March 31
(9)	Number of Employees	81,017				18,906
		MUFG	Bank,	Ltd.,	Sumitomo	Sumitomo	Mitsui	Banking
(10)	Main Bank	Corporation, MUFG Bank, Ltd.,
Mitsui Trust Bank
			Resona	Bank,	Limited.,
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