June 8, 2021

To whom it may concern

(This is an English translation of the Japanese original)

Company:

SOHGO SECURITY SERVICES CO., LTD.

Representative:

Yukiyasu Aoyama,

President and Representative Director

(Securities Code: 2331, TSE 1st Sec.)

Contact:

Eitoku Kato, General Manager of IR Office

(Phone: +81-3-3423-2331)

Notice Concerning Absorption-type Merger of Wholly Owned Subsidiary

(Simplified Merger and Short-form Merger)

SOHGO SECURITY SERVICES CO., LTD. (hereinafter, the "Company") announces that at the meeting of Board of Directors held on June 8, 2021, the Company resolved to carry out an absorption-type merger (hereinafter, the "Merger") of its wholly owned subsidiary, ALSOK LEASING CO., LTD. (hereinafter, the "ALSOK LEASING"), effective from April 1, 2022.

The Company omitted some disclosure items and details because the Merger is a simplified absorption-type merger of a wholly owned subsidiary.

  1. Purpose of the Merger
    ALSOK LEASING have been providing lease and installment sales of security equipments such as surveillance camera and access control system and various properties such as fire prevention equipment including fire alarm system. With the purpose of streamlining the organization of the Company and its subsidiaries, we decided to carry out the absorption-type merger of ALSOK LEASING.
  2. Outline of the Merger
  1. Schedule

1

Date of the resolution of the Board of Directors

June 8, 2021

2

Date of signing of the Merger agreement

June 8, 2021

3

Effective date of the Merger

April 1, 2022 (planned)

As the Merger falls under a simplified absorption-type merger as prescribed in Article 796, Paragraph 2 of the Companies Act in relation to the Company, and a short-form merger as prescribed in Article 784, Paragraph 1 of the same act in relation to ALSOK LEASING, the Merger agreement will be approved without convening General Meeting of Shareholders of either companies.

(2) Method of the Merger

The Merger will be an absorption-type merger with the Company as the surviving company. ALSOK LEASING will be dissolved.

(3) Details of allotment related to the Merger

As ALSOK LEASING is a wholly owned subsidiary of the Company, no shares or money will be allotted as a result of the Merger.

  1. Handling of stock acquisition rights and bonds with stock acquisition rights upon the Merger No applicable items.

3. Overview of the companies involved in the Merger

Surviving Company

Absorbed Company

(1) Company name

SOHGO SECURITY SERVICES

ALSOK LEASING CO., LTD.

CO., LTD.

(2) Head office

1-6-6 Motoakasaka, Minato-ku,

Shin-kokusai Building 3-4-1

location

Tokyo

Marunouchi, Chiyoda-ku, Tokyo

(3) Representative

Atsushi Murai, Chairman and

Hirohisa Hokari, Chairman and

Representative Director

Representative Director

Yukiyasu Aoyama, President and

Yuji Iizuka, President and

Representative Director

Representative Director

(4) Main lines of

Security Services

Lease and installment sales

business

General Property Management and

business of security equipment, fire

Fire Protection Services

prevention equipment, energy

Long-term Care Services

saving equipment, informations

etc.

communication equipment,

equipment for stores and offices,

medical equipment, and vehicles

and other transportation equipment

etc.

(5) Capital

¥18,675million

¥100 million

(6) Date established

July 16, 1965

April 3, 1996

(7) Number of shares

102,040,042 shares

2,000 shares

issued

(As of March 31, 2021)

(As of March 31, 2021)

(8) Fiscal year end

March 31

March 31

(9) Major

SOHGO CORPORATION

7.29%

SOHGO SECURITY SERVICES

Shareholders and

Japan Master Trust Bank,Ltd.

CO., LTD.

100%

Shareholding ratio

(Trust account)

6.31%

Saitama Machinery Co., Ltd. 5.21%

Custody Bank of Japan, Ltd.

(Trust account)

5.11%

Kamakura Corporation

4.09%

Employees Shareholding Association

3.66%

Custody Bank of Japan, Ltd. (as

trustee for Mizuho Bank Ltd.

Retirement Benefit Trust Account

re-entrusted by Mizuho Trust and

Banking Co., Ltd.)

2.92%

Kizuna Corporation

2.91%

Atsushi Murai

2.84%

SMBC Trust Bank Ltd. (as trustee for

retirement benefit of Sumitomo

Mitsui Banking Corporation)

2.70%

(As of March 31, 2021)

(10) Financial

Fiscal year ended March 31, 2021

Fiscal year ended March 31, 2021

Position and results

Net assets

¥224.3 billion

Net assets

¥0.5 billion

of operation for the

Total assets

¥319.6

billion

Total assets

¥23.5 billion

most recent fiscal

Net assets per

¥2,215.25

Net assets per

¥254,502.91

year

share

share

Net sales

¥244.4 billion

Net sales

¥9.5 billion

Operating

¥18.7 billion

Operating

¥0.9 billion

income

income

Ordinary income

¥29.2 billion

Ordinary

¥0.4 billion

income

Profit

Profit

attributable to

¥23.1 billion

attributable to

¥0.2 billion

owners of parent

owners of

parent

Net income per

¥228.00

Net income per

¥143,047.48

share

share

4. Status after the Merger

There will be no changes in company name, head office location, name and title of representative, main lines of business, capital, or fiscal year end of the Company.

5. Future outlook

Since this is a merger of a wholly owned subsidiary of the Company, the effect of the Merger on

the Company's consolidated results of operations is immaterial.

===========================================

For inquiries: Eitoku Kato, General Manager of IR Office

E-mail:alsok-ir@alsok.co.jp

URL: https://www.alsok.co.jp/en/ir/index.html

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SOHGO Security Services Co. Ltd. published this content on 08 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2021 06:10:03 UTC.