JTB Benefit Service

Dec 24, 2021

11/04 12/24/2021 | 03:17am EST Message : To whom it may concern: Company name: Benefit One Inc. Representative: Norio Shiraishi, President (Stock exchange code: 2412 / TSE First Section) Contact point: Kenji Ozaki, Managing Director (Tel: 03-6870-3802) Notice Concerning the Absorption-type Merger of a Wholly Owned Subsidiary, a Change to a Specified Subsidiary Company, a Partial Revision of the Articles of Incorporation, and Setting the Reference Date to Call an Extraordinary General Meeting of Shareholders Benefit One Inc. resolved, at the Board of Directors meeting held today, to execute an absorption-type merger (hereinafter, "Merger") of JTB BENEFIT SERVICE, Inc. (hereinafter, "JTB BENEFIT"), a wholly- owned subsidiary of Benefit One, effecting April 1, 2022, after undergoing the prescribed procedures including a resolution for approval at the extraordinary general meeting of shareholders scheduled for March 29, 2022 (hereinafter, "Extraordinary Shareholders Meeting"); to revise a part of the articles of incorporation in association with the Merger (hereinafter, "Changes in the Articles of Incorporation"); and to set the reference date to call the Extraordinary Shareholders Meeting as follows: Matters and details of disclosure are partially omitted since the Merger is an absorption-type merger of a wholly owned subsidiary. As a result of the Merger, JTB BENEFIT will dissolve and will not be a specified subsidiary company of Benefit One. I. About the Merger 1. Purpose of the Merger Benefit One acquired all shares of JTB BENEFIT on October 29, 2021 and made it a subsidiary. By accelerating the promotion of the integration of services and organizational functions that are duplicating within the group after the Merger, we intend to pursue the economy of scale as much as possible, improve the business efficiency through the efficient allocation and utilization of management resources, work on the improvement of the service menu in quality and quantity, and aim to further increase customer satisfaction. For the reasons above, Benefit One decided to conduct an absorption-type merger of JTB BENEFIT effecting on April 1, 2022. 2. Summary of the Merger (1) Schedule of the Merger Date of resolution at the meeting of the Board of Directors December 23, 2021 April 1, 2022 (plan) We decided to hold a general meeting of shareholders for the approval of the merger contract, based on the proviso to Article 796, Paragraph 2 and the provisions of Article 795, Paragraph 2, Item 1 of the Companies Act, because the Merger may incur a merger loss on Benefit One. JTB BENEFIT will not hold a general meeting of shareholders for the approval of the merger contract because a short form merger is permitted for JTB BENEFIT based on Article 784, Paragraph 1 of the Companies Act. (2) Type of the Merger The Merger is an absorption-type merger with the surviving company being Benefit One and the disappearing company being JTB BENEFIT. JTB BENEFIT will dissolve after the Merger. (3) Allotment related to the Merger No shares or other assets will be allotted since the Merger is an absorption-type merger of a wholly owned subsidiary. Handling of stock options and bonds with share options of the disappearing company Not applicable. 3. Overview of the companies involved in the Merger Surviving company