Notice Concerning Disposition of Treasury Shares andSecondary Offering of Shares
November 29, 2021
Link and Motivation Inc.

Stock exchange listing: Tokyo, First Section
Code number: 2170

https://www.lmi.ne.jp/english
Representative: Ozasa Yoshihisa, Chairman and Representative Director
Contact: Ohno Shunichi, Director andManager of Group Design Office
Phone: +81-3-6853-8111

Link and Motivation Inc. (the “Company”) hereby announces that its Board of Directors resolved on November 29,
2021 to dispose of treasury shares and conduct a secondary offering of its shares as set forth below.
1.

Disposition of Treasury Shares by way of Public Offering (the “Primary Offering”)(1) Class and Number of
Shares to be Offered

6,639,400 shares of common stock of the Company(2) Method of
Determination of theAmount to be Paid

The amount to be paid shall be determined on the date of determination of thedisposition price, etc. (which shall be a day falling in the period from Tuesday,
December 7, 2021 to Monday, December 13, 2021) (the “Pricing Date”)
pursuant to Article 25 of the Regulations Concerning Underwriting, etc. of
Securities provided by the Japan Securities Dealers Association (the “JSDA”).

(3) Method of Offering

The offering will be a public offering. All of the shares shall be purchased for saleby the underwriting syndicate led by an underwriter designated as lead manager(the “Underwriters”).
The disposition price (offer price) with regard to the offering shall be determinedbased on the provisional range calculated by multiplying the closing price inregular trading of shares of common stock of the Company on the Tokyo Stock
Exchange on the Pricing Date (or, if no closing price is quoted, the closing price of
the immediately preceding date) by 0.90-1.00 (with any fraction less than one yen
being rounded down), in accordance with Article 25 of the Regulations
Concerning Underwriting, etc. of Securities provided by the JSDA, taking into
account market demand and other conditions.
As part of the offering, shares may be sold to investors in overseas markets such as
Europe and Asia (excluding the United States and Canada).

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the disposition of treasury shares, the secondary offering of its
shares and the disposition of treasury shares by way of third-party allotment, and not for the purpose of soliciting investment or engaging in any othersimilar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of securities within the United States or elsewhere. The
securities referred to in this press release have not been, and will not be, registered stock under the U.S. Securities Act of 1933 or any relevant
securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption from registration
requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection with the abovementioned transactions.

1(4) Consideration to be paid
to the Underwriters

The Company shall not pay any underwriting fees to the Underwriters.
Instead, the aggregate amount of the difference between (a) the disposition price(offer price) with respect to the offering and (b) the amount to be paid to theCompany by the Underwriters shall be retained by the Underwriters.

(5) Payment Date

The payment date shall be a day falling in the period from Tuesday, December
14, 2021 to Friday, December 17, 2021; provided, however, when the Pricing
Date is Tuesday, December 7, 2021 or Wednesday, December 8, 2021, thepayment date is Tuesday, December 14, 2021, when the Pricing Date isThursday, December 9, 2021, the payment date is Wednesday, December 15,
2021 ,when the Pricing Date is Friday, December 10, 2021, the payment date isThursday, December 16, 2021 and when the Pricing Date is Monday, December
13, 2021, the payment date is Friday, December 17, 2021.

(6) Mr. Ozasa Yoshihisa, Chairman and Representative Director of the Company has been authorized todetermine the amount to be paid and any other matters necessary for the disposition of treasury shares.
(7) Each item above shall be subject to the effectiveness of the securities registration statement filed under the
Financial Instruments and Exchange Act of Japan (the “FIEA”).

2.

Secondary Offering of Shares of the Company by way of Purchase and Subscription by the Underwriters(the “Secondary Offering by way of Underwriting”)(1) Class and Number of
Shares to be Offered

3,403,200 shares of common stock of the Company(2) Seller and Number of
Shares to be Offered

Phoenix Co., Ltd.
Ozasa Yoshihisa(3) Selling price

The selling price with regard to the offering shall be determined based on theprovisional range calculated by multiplying the closing price in regular trading ofshares of common stock of the Company on the Tokyo Stock Exchange on the
Pricing Date (or, if no closing price is quoted, the closing price of the immediately
preceding date) by 0.90-1.00 (with any fraction less than one yen being roundeddown), in accordance with Article 25 of the Regulations Concerning Underwriting,etc. of Securities provided by the JSDA, taking into account market demand andother conditions.

: 3,200,000 shares: 203,200 shares

The selling price shall be the same as the disposition price (offer price) with regard
to the Primary Offering.
Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the disposition of treasury shares, the secondary offering of its
shares and the disposition of treasury shares by way of third-party allotment, and not for the purpose of soliciting investment or engaging in any othersimilar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of securities within the United States or elsewhere. The
securities referred to in this press release have not been, and will not be, registered stock under the U.S. Securities Act of 1933 or any relevant
securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption from registration
requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection with the abovementioned transactions.

2(4) Method of Secondary
Offering

All of the shares shall be purchased for sale by the Underwriters.
As consideration to be paid to the Underwriters, the aggregate amount of thedifference between (a) the selling price and (b) the subscription price (theamount to be paid to the Company by the Underwriters, and that shall be thesame as the amount to be paid to the Company in respect of the Primary
Offering).

(5) Delivery Date

The delivery date shall be a day falling in the period from Wednesday, December
15, 2021 to Monday, December 20, 2021; provided, however, when the Pricing
Date is Tuesday, December 7, 2021 or Wednesday, December 8, 2021, thepayment date is Wednesday, December 15, 2021, when the Pricing Date isThursday, December 9, 2021, the payment date is Thursday, December 16,
2021 ,when the Pricing Date is Friday, December 10, 2021, the payment date is
Friday, December 17, 2021 and when the Pricing Date is Monday, December 13,
2021, the payment date is Monday, December 20, 2021.

(6) Mr. Ozasa Yoshihisa, Chairman and Representative Director of the Company has been authorized todetermine the selling price and any other matters necessary for the Secondary Offering by way ofUnderwriting.
(7) Each item above shall be subject to the effectiveness of the securities registration statement filed under the
FIEA.

3.

Secondary Offering of Shares of the Company by way of Over Allotment (the “Secondary Offering by
way of Over Allotment”) (See paragraph 1. of “References” below)(1) Class and Number of
Shares to be Sold

1,506,300 shares of common stock of the Company.

(2) Seller

The lead manager(3) Selling Price

Undetermined. (The selling price shall be determined on the Pricing Date;provided, however, that such selling price shall be the same as the selling pricein respect of the Secondary Offering by way of Underwriting.)(4) Method of Secondary
Offering

Taking into account market demand and other conditions for the Primary Offeringand the Secondary Offering by way of Underwriting, the lead manager will

The number of shares set out above is the maximum number of shares which
may be sold. The above number may decrease, or the Secondary Offering by
way of Over Allotment may be cancelled in its entirety, depending on market
demand and other conditions. The number of shares to be sold shall be
determined on the Pricing Date, taking into account market demand and otherconditions.

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the disposition of treasury shares, the secondary offering of its
shares and the disposition of treasury shares by way of third-party allotment, and not for the purpose of soliciting investment or engaging in any othersimilar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of securities within the United States or elsewhere. The
securities referred to in this press release have not been, and will not be, registered stock under the U.S. Securities Act of 1933 or any relevant
securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption from registration
requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection with the abovementioned transactions.

3

undertake a secondary offering of shares of common stock of the Company (up to
1,506,300 shares) borrowed from certain shareholder(s) of the Company.
(5) Delivery Date

The delivery date shall be the same as the delivery date in respect of theSecondary Offering by way of Underwriting.

(6) Mr. Ozasa Yoshihisa, Chairman and Representative Director of the Company has been authorized todetermine the selling price and any other matters necessary for the Secondary Offering by way of Over
Allotment.
(7) Each item above shall be subject to the effectiveness of the securities registration statement filed under the
FIEA.
4.

Disposition of Treasury Shares by way of Third-Party Allotment (See paragraph 1. of “References” below)(1) Class and Number of
Shares to be Offered

1,506,300 shares of common stock of the Company.

(2) Method of
Determination for theAmount to be Paid

The amount to be paid shall be determined on the Pricing Date; provided,
however, that such amount to be paid shall be the same as the amount to be paidin respect of the Primary Offering.

(3) Allottee

The lead manager(4) Payment Date

Tuesday, December 28, 2021

(5) Shares not subscribed within the subscription period shall not be disposed.
(6) Mr. Ozasa Yoshihisa, Chairman and Representative Director of the Company has been authorized todetermine the amount to be paid and any other matters necessary for the disposition of treasury shares by wayof third-party allotment.
(7) Each item above shall be subject to the effectiveness of the securities registration statement filed under the
FIEA.

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the disposition of treasury shares, the secondary offering of its
shares and the disposition of treasury shares by way of third-party allotment, and not for the purpose of soliciting investment or engaging in any othersimilar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of securities within the United States or elsewhere. The
securities referred to in this press release have not been, and will not be, registered stock under the U.S. Securities Act of 1933 or any relevant
securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption from registration
requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection with the abovementioned transactions.

4<References>1.
Secondary Offering by way of Over Allotment and other matters
The Secondary Offering by way of Over Allotment described under “3. Secondary Offering of Shares of theCompany by way of Over Allotment” above is a secondary offering of shares of common stock of theCompany, to be made in conjunction with the Primary Offering described under “1. Disposition of Treasury
Shares by way of Public Offering” and the Secondary Offering by way of Underwriting described under “2.
Secondary Offering of Shares of the Company by way of Purchase and Subscription by the Underwriters”
above in an amount not exceeding 1,506,300 shares, which will be borrowed by the lead manager fromcertain shareholder(s) of the Company, taking into account market demand and other conditions. The
maximum number of shares to be offered in the Secondary Offering by way of Over Allotment will be
1,506,300 shares, provided however, the number may decrease or the Secondary Offering by way of Over
Allotment may be cancelled entirely, depending on market demand and other conditions.
In connection with the Secondary Offering by way of Over Allotment, the board of directors of the Company
resolved, at the meeting dated on Monday, November 29, 2021, that the Company will dispose 1,506,300
shares of common stock to the lead manager, the allottee, by way of the third-party allotment described under“4. Disposition of Treasury Shares by way of Third-party Allotment”, with a payment date of Tuesday,
December 28, 2021, for the purpose of enabling the lead manager to procure the shares necessary to return theshares borrowed from the Company’s shareholder(s).

2.

Use of Proceeds
The estimated net proceeds to be received by the Company from the offerings, of a maximum amount of
6,764 million yen, will be used as follows: Approximately 2,068 million yen as development costs for the
Motivation Cloud Series (a cloud service that enables client companies to manage employee engagement
themselves) by the fiscal year ending December 2023, approximately 1,060 million yen for marketing costs
for the Organizational Development Division by the fiscal year ending December 2025, approximately 1,000
million yen for personnel costs associated with an increase in the number of employees, and the remaining
amount will be used for the repayment of long-term borrowings by the fiscal year ending December 2022 inorder to strengthen our financial base and increase our capital adequacy ratio.
Our group is a leader in the area of supporting corporate transformation and personal growth using“motivation engineering”, a core technology based on motivation. “Motivation engineering” is a technology
based on academic analysis, including psychology, behavioral economics, and social systems theory, and is amethodology for stimulating individual motivation and revitalizing organizations.
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Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the disposition of treasury shares, the secondary offering of
its shares and the disposition of treasury shares by way of third-party allotment, and not for the purpose of soliciting investment or engaging in
any other similar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of securities within the United States or elsewhere.
The securities referred to in this press release have not been, and will not be, registered stock under the U.S. Securities Act of 1933 or any
relevant securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption fromregistration requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection
with the above-mentioned transactions.

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