March 1, 2023
(Translated from the Japanese original)
Company Name:
Representative:
Stock Listing:Stock Code:Contact:
Phone:TIS Inc.
Yasushi Okamoto, President and Representative
Director
Prime Market, Tokyo Stock Exchange
3626
Takahiro Kimura, Department Manager ofCorporate Management Dept.
+81-3-5337-4569 (in Japan, 03-5337-4569)

Notice regarding Change in Consolidated Subsidiary (Specified Subsidiary)(Share Transfer)
The Board of Directors at TIS Inc. (hereafter, “the Company” and “TIS”) resolved on this date that theCompany will transfer all shares it holds in Sequent Software Inc. (hereafter, “Sequent”), a
consolidated subsidiary. Details are provided below.
Note that paralleling this share transfer, TIS will remove Sequent from its scope of consolidation.
Details
1. Reason for share transfer
In January 2020, TIS introduced Sequent’s tokenization technology into the TIS INTEC Group and,seeking to expand its digital wallet services, turned the company into consolidated subsidiary. This
allowed the TIS INTEC Group to strengthen its mobile wallet services. In Japan, the Group secured acertain share of the market with mobile wallet services utilizing tokenization, while overseas, the goal
was to establish a presence, hinging on Sequent, in markets outside Japan. Unfortunately, this businessis still not in a position of revenue expansion.
Under these circumstances, a Sequent minority shareholder recently proposed a new direction forthe company, reorienting business activities away from payment services. After considering thisproposal, the Board of Directors at TIS came to the conclusion that the best option for the Company
was to acquire Sequent-held intellectual assets and software related to payment services and thentransfer all Sequent shares held by the Company to Chardon Holdings Limited.

2. Overview of subsidiary changing status (Sequent Software Inc.)(1) Name(2) Address(3) Name and title ofrepresentative(4) Business activities(5) Paid-in capital(6) Date of establishment(7) Major shareholders andshareholding ratios(8) Relationships with TIS

Sequent Software Inc.
20660 Stevens Creek Blvd #363 Cupertino, CA 95014
Joan Ziegler, CEO
Develops software and services for mobile payment settlement
US$69,109 thousand
April 16, 2010
TIS Inc.
60.0%
Chardon Holdings Limited
31.0%
FRV I GP
5.2%
CapitalTIS holds a 60.0% equity stake in Sequent, making therelationship company a consolidated subsidiary.
Personnel
There is a personnel relationship, including secondment
relationship of a TIS director.
1

The plan is for this director to withdraw from theposition after the share transfer.
Business
TIS purchases technology from Sequent for its
relationship tokenization-related business. In addition, TIS has
provided a capital loan to Sequent.
Technology supplied by Sequent will, paralleling theshare transfer, be acquired by TIS, and the capital loan
will be liquidated.
(9) Performance and financial position for the past three years
Fiscal year
Fiscal year ended
Fiscal year ended
Fiscal year ended
December 31, 2020
December 31, 2021
December 31, 2022
(Note)Net assets(2,154)(6,915)(7,399)(thousands of US dollars)
Total assets
3,042
1,367
1,158
(thousands of US dollars)
Net assets per share (US dollars)(0.01)(0.02)(0.03)Net sales
475
500
358
(thousands of US dollars)
Operating income/(loss)(5,467)(4,629)(5,193)(thousands of US dollars)
Recurring profit/(loss)(5,529)(4,782)(5,506)(thousands of US dollars)
Net income/(loss)(5,530)(4,786)(5,506)(thousands of US dollars)
Net income/(loss) per share(0.02)(0.02)(0.02)(US dollars)
Dividend per share (US dollars)－－－Note: The above amounts are unaudited.
3. Overview of counterparty to share transfer(1) Name(2) Address(3) Name and title ofrepresentative(4) Business activities(5) Paid-in capital(6) Date of establishment(7) Net assets(8) Total assets(9) Major shareholders andshareholding ratios(10) Relationships with TIS

Chardon Holdings Limited
Tortola, British Virgin Islands
Geoff Rosenhain, General Manager
Fund business
Omitted due to request for nondisclosure.
June 30, 2011
Omitted due to request for nondisclosure.
Omitted due to request for nondisclosure.
Omitted due to request for nondisclosure.
Capitalrelationship
Personnel
relationship
Businessrelationship
Related party
statusNot applicable.
Not applicable.
Not applicable.
Not applicable.

4. Number of shares transferred, transfer price and shareholding status before and after transfer(1)

Shareholding prior totransfer(2)Number of shares fortransfer

178,144,670 shares(Number of voting rights: 178,144,670）(Percentage of voting rights: 60.0%)
178,144,670 shares(Number of voting rights: 178,144,670）
2

(3)
(4)

Transfer price
Shareholding after transfer

US$0 thousand- shares(Number of voting rights: -）(Percentage of voting rights: -%)5. Schedule
TIS Board of Directors’ decision
Share transfer agreement signed (planned)
Transfer of shares (planned)

March 1, 2023
Late-March 2023
Late-March 2023

6. Outlook
The impact on consolidated business results for fiscal 2023, ending March 31, 2023, caused by thistransfer of shares is deemed to be minor, given that Sequent’s financial status and other circumstances
have already been factored into TIS’ consolidated business results. However, if issues arise that should
be disclosed, management will immediately provide information.
(Reference) Fiscal 2023 forecast (announced February 3, 2023) and fiscal 2022 actual results
Net income
attributable toNet sales
Operating income Recurring profit
owners of theparent company
MillionMillionMillionMillionCurrent fiscal year, ending
March 31, 2023
(consolidated, forecast)Previous fiscal year, ended
March 31, 2022
(consolidated, actual)¥505,000¥59,000¥60,500¥52,000¥482,547¥54,739¥55,710¥39,462

END3