News Release

April 26, 2017
Canon Inc.

Miyazaki Daishin Canon Inc. to be made a wholly owned subsidiary of Canon Inc. by simplified share exchange

TOKYO, April 26, 2017—Canon Inc. ("Canon") announced today that Canon and Miyazaki Daishin Canon Inc. ("Miyazaki Daishin Canon") at their respective Board of Directors' meetings held on April 26, 2017, adopted resolutions to conduct a share exchange under which Miyazaki Daishin Canon will be made a wholly-owned subsidiary resulting from a share exchange of Canon, which will become the wholly-owning parent company resulting from a share exchange (the "Share Exchange"), and concluded a share exchange agreement, as described below.

Canon, to be able to swiftly respond to changes in demand due to market fluctuations, is bringing manufacturing capabilities back to Japan as a way to strengthen mutual cooperation between development and manufacturing. At the same time, by vigorously driving forward automation Canon is also furthering its capabilities in camera production engineering.

To accelerate this effort, we decided to take this opportunity to make Miyazaki Daishin Canon, an affiliated company accounted for by the equity-method since 1980 that has contributed to the development of the Group as a manufacturer of mainly interchangeable-lens digital cameras, a wholly-owned subsidiary. In doing so, we will promote a synergistic combination of Canon Group business and management resources and construct a system that allows agile decision-making and prompt execution of important strategies. Going forward, the Group will work in a concerted effort to further speed up the management process and enhance its position in the camera market.

The Share Exchange will become effective on June 1, 2017, after approval is granted at the extraordinary general meeting of shareholders of Miyazaki Daishin Canon to be held on May 11, 2017. By contrast, Canon will adopt a simplified share exchange without approval at the general meeting of shareholders pursuant to Article 796, Paragraph 2 of the Companies Act.

Overview of Miyazaki Daishin Canon

Trade name
Miyazaki Daishin Canon Inc.
4308-1 Ohaza Takajo, Kijo-cho, Koyu-gun, Miyazaki
Name and title of representative
Hatsumi Kuwahara
President and Representative Director
Nature of business
Manufacture of digital cameras
Incorporation date
January 28, 1980
Major shareholders and shareholding ratio
Canon Inc. 50.00%

Terms of allotment in connection with the Share Exchange

Canon Inc.
(wholly owning parent company resulting from a share exchange)
Miyazaki Daishin Canon Inc.
(wholly owned subsidiary resulting from a share exchange)
Terms of allotment in connection with the Share Exchange
No. of shares to be delivered upon the Share Exchange
Common stock of Canon: 472,800 shares (planned)

Share exchange schedule

Board resolutions adopted (Canon and Miyazaki Daishin Canon)
Wednesday, April 26, 2017
Date of execution of the share exchange agreement
Wednesday, April 26, 2017
Extraordinary general meeting of shareholders to approve the share exchange agreement (Miyazaki Daishin Canon)
Thursday, May 11, 2017 (scheduled)
Scheduled implementation date of the Share Exchange (effective date)
Thursday, June 1, 2017 (scheduled)