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March 27, 2023


everybody
Company name: Tokyo Rope Manufacturing Co., Ltd.

Representative: Hideyuki Harada, President and

CEO (Code number: 5981, Tokyo Stock Exchange Prime

Market) Contact: Koji Kitan, Director, Executive Officer, General Manager

(TELÿ03-6366-7777)

Notice Regarding Execution of Transfer Agreement for Our Consolidated Subsidiary (Kazakhstan Company)

At today's meeting of the Board of Directors, Tokyo Rope International Co., Ltd., a consolidated subsidiary of the Company, transferred all of its equity in Tokyo Rope Almaty

LLP (Almaty, Kazakhstan), a Kazakhstan corporation, to a local employee. We are pleased to inform you that we have passed a resolution to approve the

1. Reason for transfer

Tokyo Rope Almaty LLP will transfer the manufacturing and construction technology of various disaster prevention products owned by our company to the local area, and contribute to the development and social development of the country.

It was established in May 2016 with the intention of expanding business while contributing to capital development.

In this area, the reconstruction of the section of the water security strip and the river bed of the Essentai River in Almaty and the construction of a 4.5 km breakwater on

the Essentai River were carried out. Ural River in Mahambet Village, Mahambet District, Atyrau Oblast), etc., and has accumulated a certain track record. In light of the riots

that occurred in various parts of Kazakhstan such as I said.

2. Overview of the subsidiary to be

transferred (1) Name Tokyo Rope Almaty LLP 138/2,

Street NO.7, MICROREGION ALGABAS,ALATAU REGION, INDUSTRIAL ZONE OF


(2) location
ALMATY, ALMATY, the Republic of KAZAKHSTAN

(3) Title and name of representative General Director (President) Yoshiharu Tsutsumi (4) Description of

business Manufacture and sale of disaster prevention products (5) Capital 4,790,390,000

KZT (6) Date of establishment May 2016 (7) Dai Shareholder and shareholding

ratio Tokyo Rope Co., Ltd. 100% (indirect) Capital relationship Our

company owns all of the shares of the company. The company's three directors and president

concurrently serve as officers and employees of Tokyo Rope International Co., Ltd., a wholly owned

subsidiary of the Company. Business relationship There are no matters to report. (9)
Relationship between the listed company
ÿÿÿ personal relationship Operating results and financial condition of the company in question for the past three
and the company concerned
years (consolidated

with a three-month delay in the financial statements of listed companies)

Fiscal year ended December 31, 2019 (results) 314 million yen 1,085 million yen 109 million yen Yen ÿ45 million yen ÿ89 million yen ÿ89 million yen

Fiscal Year Ending Fiscal Year Ending


Settlement period
December December

Net assets 2020 (Actual) -86 2021 (Actual) -740

Total million yen 725 million yen 228

assets Net million yen 80 million yen

sales Operating million yen -152 0 million yen -480

income million yen -241 million yen -428

Ordinary income Net income million yen -356 million yen million yen -648 million yen
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3. 2. Overview of the counterparty to the

share transfer (1) TAUFIKOV RUMIL

Name (2) Residence Almaty, Kazakhstan Capital relationship

There are no items to report. Personnel relationship I am a local

employee of Tokyo Rope Almaty LLP. Business relationship There are no items to
Relationship
ÿÿÿ report. Applicability to related parties
between listed company and counterparty

There are no items to report.

4. Number of shares to be transferred, transfer price, status of shares owned before and after the transfer (Tokyo Rope International

Co., Ltd.) ÿ Number of shares owned before the transfer 1,347 million yen 4,790 million KZT (Ownership ratio:

100%) ÿ Number of shares to be transferred 1,347 million million yen 4,790 million KZT (Transfer ratio: 100%) ÿ

Number of shares owned after transfer 0 million yen 0 KZT (Number of voting rights: 0, Ownership ratio: 0%) We will

refrain from disclosure due to the confidentiality agreement in the transfer agreement with. The price was determined through negotiations with multiple

transferee candidates and is recognized as a fair price.

5. Schedule

(1) Board of Directors resolution March 27, 2023 March

date (2) Agreement conclusion 30, 2023 April 10, 2023

date (3) Transfer execution date (planned)

6. 4. Future outlook As the loss

associated with the transfer of the subsidiary has been largely recorded by the previous fiscal year, it will not affect the Company's consolidated results for the fiscal year ending March 31, 2023.

impact is minor.

above

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