The business combination described in this press release involve securities of Japanese companies. The business combination is
subject to disclosure requirements of Japan that are different from those of the United States. Financial information included inthis document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may
not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since
the issuers are located in Japan and some or all of their officers and directors reside outside of the United States. You may not beable to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws. It may bedifficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment. You should be awarethat the issuer may purchase securities otherwise than under the business combination, such as in the open market or throughprivately negotiated purchases.
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between
this translated document and the Japanese original, the original shall prevail. GL Sciences Inc. and Techno Quartz Inc. assume no
responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

May 10, 2024
To Whom It May Concern:

Company:

GL Sciences Inc.

Representative:

Yoshihiro Nagami
President(Code: 7705, TSE Standard Market)

Contact:

Osamu Serizawa
Director; Executive Senior Manager, Administrative Div.
(Tel: +081-3-5323-6633)

Company:

Techno Quartz Inc.

Representative:

Ikunobu Sonoda
President & CEO(Code: 5217, TSE Standard Market)

Contact:

Toshihiro Asada
Executive Officer, General Manager, Administrative Div.
(Tel: +081-3-5354-8171)

Notice on Execution of Management Integration Agreement
and Preparation of Share Transfer Plan
Concerning Establishment of Joint Holding Company (Joint Share Transfer)for GL Sciences Inc. and Techno Quartz Inc.
As announced in the “Notice of Execution of Memorandum of Understanding on Management
Integration of GL Sciences Inc. and Techno Quartz Inc. Through Establishment of a Joint Holding
Company (Joint Share Transfer)” dated February 9, 2024 (the “February 9 Press Release”), GL
Sciences Inc. (“GL Sciences”) and Techno Quartz Inc. (“Techno Quartz”) executed amemorandum of understanding (the “MOU”) on such date regarding establishing a joint holding
company and integrating their management (the “Management Integration”) by way of a joint
share transfer (the “Share Transfer”), and have thereafter engaged in mutual consultation for theManagement Integration. This notice is to inform you that GL Sciences and Techno Quartz have
now executed a management integration agreement (the “Management Integration
Agreement”) and jointly prepared a share transfer plan (the “Share Transfer Plan”) as follows,in accordance with the relevant resolutions adopted at their respective board of directors meetings
held today.

1.

Background, Purpose and Method of Transitioning to the Management Integration by wayof the Share Transfer(1)

Background to Management Integration
GL Sciences was established in 1968 for the manufacture and sales of gas
chromatography column fillers and consumable parts. At present, GL Sciences
principally engages in the development, manufacture and sales of gas/liquid
chromatography equipment and consumable parts, etc. A stable demand forchromatography and other analytical instruments is expected to continue hereafter, inview of the use of such instruments in a wide range of fields, including: food andbeverages; pharmaceuticals; cosmetics and perfumeries; environmental (water quality,
air, and soil); metals and mining; petrochemicals; energy; automobiles; and publicresearch institutions. However, due to intensified competition expected in the future, GL
Sciences is working on current tasks such as: seizing overseas markets where growth
can be expected; strengthening its development capabilities to enable the timely supplyof products; and making strategic investments to ensure sustainable growth.
Techno Quartz was established in 1976 as a subsidiary of GL Sciences, for the
manufacture and sales of products for laboratory equipment. Subsequently, in 1978, it
entered the field of quartz glass products for semiconductor manufacturing equipment,
which has currently become its main business. While the semiconductor industry, towhich Techno Quartz belongs, has a unique economic cycle known as the “silicon cycle,”
the continuous expansion of the market has been recognized, owing to factors such as
further digitalization based on the worldwide spread of smartphones and the explosive
development of AI technologies. Although the semiconductor market continues to be in
the adjustment phase, it is expected to recover in the second half of 2024. In addition,
the amount of data to be processed is expected to further increase in the future inconnection with 5G communications, the Internet of Things (IoT), AI and deep learning,
and the full-scale implementation of automated driving, and it is presumed that the2trends toward increased demand for semiconductors will continue on a medium-to-longterm basis.
While economic activities are moving towards normalization in Japan as a result of
COVID-19 having been reclassified as a Class 5 disease, the future prospects of theJapanese economy continue to be unclear, principally due to a deteriorated outlook forthe global economy resulting from the prolonged situation in Russia and Ukraine, as
well as inflation caused by soaring energy prices and the further weakening of theJapanese yen, and the business environment has greatly changed for both GL Sciences
and Techno Quartz. In their business activities since their foundation, the GL Sciences
and Techno Quartz have both preserved the common basic philosophy of: “fully
demonstrating their social roles to the public; enhancing the value of their existence;bringing happiness to each of their employees; and maintaining and further developing
their companies.” “A stockholder and a staff show the sociality sufficiently to society,and raise the existence value, and win prosperity of a staff individual and makemaintenance of an enterprise and development be, and distribute the technology and thebenefit obtained from there among society justly.” In the difficult circumstances
described above, both GL Sciences and Techno Quartz have identically come torecognize the need to build a solid management foundation that unites their corporategroup more than ever and to combine their own respective strengths, in order to ensuresustainable growth for the group as a whole, and increase their corporate values andfurther contribute to the development of their stakeholders. It is for this reason that GL
Sciences and Techno Quartz have decided to implement the Management Integrationand have executed the Management Integration Agreement.
(2)

Purpose of Management Integration
As described in 1.(1) above, the two companies, namely: (a) GL Sciences, which has adiverse range of customers, is not easily affected by macro trends, and has a solid businessfoundation of stably supporting the group’s profits; and (b) Techno Quartz, which is
expected to achieve further market growth and has established its status in a niche field,
will act as the core of the corporate group, and each of these two companies, as well as
the group as a whole, will strive to make further leaps forward and achieve increased
corporate value. More specifically, the Management Integration is expected to enable theaccomplishment of the following measures and effects:(i) Capturing growth opportunities through strengthened group strategy functions andoptimized management resource allocation
3

In the ever-changing environment surrounding GL Sciences and Techno Quartz,
optimizing the allocation of management resources across the group is considered to
be of the utmost importance in achieving a sustainable increase in corporate value
continuing into the future. In view of the fact that GL Sciences and Techno Quartz
have until now been making decisions on an independent footing, and the structureof the group, which has two mutually different companies as its members, namely,(a) GL Sciences, which has a stable business foundation, and (b) Techno Quartz,
which is affected by the economic cycle known as the “silicon cycle,” room for
improvement is recognized in terms of investment and optimal resource allocation
to be made for the growth of the group as a whole. The Management Integration istherefore considered to enable the allocation of management resources in a mannerthat can achieve the growth of the group as a whole in line with the businesscharacteristics of GL Sciences and Techno Quartz, as well as active investments inthe fields of growth.
More specifically, it is considered that consolidating investment-related functionsin the joint holding company will principally enable centralized administration andthe accumulation of know-how which is currently dispersed across the group, as wellas the formulation of strategies based on the overview of the group as a whole,
implementation of investments in accordance therewith, and efficient developmentof human resources having professional expertise. In addition to conventionalorganic growth, inorganic growth will also be pursued by means of mergers andacquisitions.
Furthermore, with regard to the strengthening of human resources, which has
specifically been an issue for Techno Quartz that has rapidly grown along with theincreasing demand for semiconductors, the Management Integration will enable theassignment of personnel, with an eye focused on the strategies of the group as awhole, whereby human resource aspects will be reinforced in both business
operations and administration, and it is considered that this will result in supporting
the further growth of Techno Quartz.
Moreover, the Management Integration is expected to not only contribute to the
optimized allocation of management resources, but also to business synergies suchas the following between GL Sciences and Techno Quartz, on a medium-to-long termbasis: joint development using their related technologies; sales expansion throughapproaches to their common and new customers; and the strengthening of sales
functions through their mutual use of business bases.

4

(ii) Improving management efficiency through the consolidation of administrative
functionsThrough the Management Integration, GL Sciences and Techno Quartz will haveparallel positions under the umbrella of the joint holding company, and it isconsidered that this will allow for personnel exchanges, the engagement of various
human resources, and career development opportunities, which could not berealized to date, as well as the further permeation of management philosophy,
which the companies consider will enable the assignment of the right person to theright position across the group, and the achievement of improved operational
efficiency and quality of the two companies as a result of their common functions
being consolidated in the joint holding company.
More specifically, the two companies are considering consolidating various
operations such as: strategic operations in charge of company-wide strategies andresource allocations, etc.; administration operations in charge of managing generalaffairs, accounting, finance, investor relations, etc.; personnel operations in chargeof recruitment, education, and training, etc.; IT operations in charge of IT research,
the furtherance of digital transformation (DX), and the development of future system
plans, etc. In addition, improving the efficiency and sophistication of such operations
is not only expected to contribute to the strengthening of corporate functions andgroup governance, but also to the top-line synergy effects on a medium- to long-termbasis, which will be achieved through the improved professionalism and productivityof the respective business divisions by freeing them from administrative work, aswell as through activities such as further promoting sales and strengthening new
product development capabilities.
(iii) Maximizing value provided to stakeholders and expediting decision-making
processes
Under a holding company that has group strategy functions, GL Sciences andTechno Quartz will strive to increase the value to be provided to their stakeholders,
including their shareholders, business partners and employees, by demonstratingsynergies, and working toward the growth of the group as a whole.
The issue of parent-subsidiary listing, which may create a structural conflict ofinterest, has been discussed as a corporate governance issue. With regard to the twocompanies mutually utilizing management resources, there is a recognized risk ofcertain restrictions or limitations arising in the future in their promoting such mutual
utilization in a prompt and smooth manner, due to concerns about possible conflicts5

of interest between GL Sciences and Techno Quartz’s minority shareholders, as well
as from the perspective of Techno Quartz securing independence. However, as aresult of the Share Transfer, by causing the joint holding company to have thefunction of developing group-wide management strategies and thereby separating
the development of management strategies from the execution thereof anddelegating decision-making authority to GL Sciences and Techno Quartz concerning
their business, as well as aligning interests within the group, GL Sciences and Techno
Quartz consider that they can build a structure that allows them to pursue synergy
effects through prompt decision-making and group-wide sharing of management
resources.
By strengthening the group strategy functions through realizing the above measuresand effects, the joint holding company aims to achieve consolidated net sales of 50 billion
yen in the fiscal year ending March 31, 2027.
(3)

Method of transitioning to a holding company structure
GL Sciences and Techno Quartz will establish a joint holding company by way of a
joint share transfer and will thereby transition to a holding company structure. As a result,
GL Sciences and Techno Quartz will become the wholly-owned subsidiaries of such joint
holding company to be established, and their shares will be delisted from the stock market.
With regard to the shares of the joint holding company that are to be newly delivered tothe shareholders of GL Sciences and Techno Quartz, a technical listing application isplanned to be made to the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”),
in order for such shares to be listed on the Tokyo Stock Exchange Standard Market.
Accordingly, the planned policy is to substantially maintain the listing of the shares.
As from the date of implementation of the Management Integration, it is planned thatGL Solutions Inc., a subsidiary of GL Sciences that promotes automatic recognitionbusiness, will also become a wholly-owned subsidiary of the joint holding company anddirectly owned thereby.

(4)

Governing body structure for the joint holding company
With regard to the governing body structure for the joint holding company, it has been
agreed upon in the MOU that the joint holding company will be a company with an audit
and supervisory committee, as specified in the February 9 Press Release.

6

(5)

Directors at the time of establishment of the joint holding company
At the time of its establishment, the joint holding company will have six (6) directors,
including three (3) outside directors, and three (3) audit and supervisory board members,
as specified in the February 9 Press Release. The candidates for the directors to assume
office at the time of establishment of the joint holding company are planned to be as
follows:

PlannedRepresentative Director

Candidates

and President

Yoshihiro Nagami

GL Sciences(incumbent)

to Assume
Office as

Representative Director

Representative

and Vice President

Ikunobu Sonoda

President ofTechno Quartz

Directors andOfficers

President of(incumbent)
Director

Osamu Serizawa

Director of GL
Science(incumbent)

Outside Director

Takahiro Saito

Outside Director(Audit and Supervisory(Audit andBoard Member)Supervisory Board
Member) of GL
Sciences(incumbent)

Outside Director

Yumiko Nagasawa

Outside Director(Audit and Supervisory(Audit andBoard Member)Supervisory Board
Member) of GL
Sciences(incumbent)

Outside Director

Taketo Morita

Outside Director(Audit and Supervisory(Audit andBoard Member)Supervisory Board
Member) of Techno
Quartz(incumbent)

7

2. Summary of the Share Transfer(1)

Schedule for the Share Transfer

Board of directors meeting to approve the MOU (bothFriday, February 9, 2024

companies)
Execution of the MOU (both companies)

Friday, February 9, 2024

Record date for annual meeting of shareholders (bothSunday, March 31, 2024

companies)
Resolution of board of directors meeting to approve the

Friday, May 10, 2024 (today)

Integration Agreement and Share Transfer plan (bothcompanies)
Execution of the Integration Agreement and preparation

Friday, May 10, 2024 (today)of the Share Transfer plan (both companies)
Annual meeting of shareholders to approve the ShareFriday, June 21, 2024

Transfer plan (Techno Quartz)(Scheduled)

Annual meeting of shareholders to approve the Share

Tuesday, June 25, 2024

Transfer plan (GL Sciences)(Scheduled)

Final trading date on the Tokyo Stock Exchange (bothThursday, September 26, 2024

companies)(Scheduled)

Date of delisting from the Tokyo Stock Exchange (bothFriday, September 27, 2024

companies)(Scheduled)

Scheduled integration date (registration date of

Tuesday, October 1, 2024

establishment of the joint holding company)(Scheduled)joint holding company Listing Date

Tuesday, October 1, 2024
(Scheduled)* Shown above is the current schedule, and these dates are subject to change through mutual
consultation between GL Sciences and Techno Quartz whenever necessary due to the need forsuch change in carrying out the procedures for the Management Integration and the Share
Transfer, or for any other reason.
(2)

Method of the Share Transfer
A joint share transfer will be conducted, pursuant to which GL Sciences and Techno
Quartz will both become the “wholly-owned subsidiaries in the share transfer,” and thejoint holding company to be newly established will become the “wholly-owning parent
company in the share transfer.”

8

(3)

Details of allotment pertaining to the Share Transfer
GL Sciences

Techno Quartz

1.00

2.10

Share transfer ratios(Note 1)

Detailed matters on the allotment of shares pertaining to the Share Transfer

It is planned that one (1) share of the joint holding company’s common stock will bedelivered for each share of GL Sciences’ common stock and that two point one zero
(2.10) shares of the joint holding company’s common stock will be delivered for eachshare of Techno Quartz, respectively. If, as a result of the Share Transfer, there is any
fraction of less than one (1) share in the respective numbers of shares of the joint holding
company’s common stock that are required to be delivered to the shareholders of GL
Sciences or Techno Quartz, the amount corresponding to such fraction of less than one(1) share will be paid to the relevant shareholders in accordance with the provisions ofArticle 234 of the Companies Act and other related laws and regulations; provided,
however, that the share transfer ratios specified above are subject to change throughmutual consultation between the two companies, if there is any material change in anyof the conditions forming the basis for the calculation thereof.

(Note 2)

Number of new shares to be delivered by the joint holding company (planned):
18,379,715 shares of its common stock

The number of shares specified above is calculated based on GL Sciences’ total
number of issued shares of 11,190,000 shares (as of March 31, 2024), and Techno
Quartz’s total number of issued shares of 3,900,000 shares (as of March 31, 2024). As
GL Sciences and Techno Quartz are respectively planning that, before the Share Transfer
takes effect, they will cancel their treasury shares which are currently held or may
hereafter be newly acquired by them, within the range of such treasury shares that canbe cancelled in practice, it is not planned that the shares of the joint holding company
will be allotted for the treasury shares respectively held by GL Sciences and Techno
Quartz as of March 31, 2024 (GL Sciences: 930,260 shares; Techno Quartz: 33,345
shares); provided, however, that, as the numbers of treasury shares to be actuallycancelled before the effective date of the Share Transfer have not yet been determined,
the aforementioned number of new shares to be issued by the joint holding company issubject to change.

(Note 3)

Number of shares constituting one unit of shares of the joint holding company
and handling of shares less than one unit

The number of shares constituting one unit of shares of the joint holding company
9shall be 100 shares.
The shareholders of GL Sciences and Techno Quartz to whom the shares of the joint
holding company are allotted in any number less than one unit (i.e., 100 shares) as aresult of the Share Transfer will be unable to sell their allotted shares on the Tokyo Stock
Exchange or any other financial instruments exchange. However, it is possible forshareholders who may come to hold such shares less than one unit to demand the joint
holding company to purchase such shares less than one unit held by them, in accordancewith Article 192, Paragraph 1 of the Companies Act. In addition, since the joint holding
company plans to include a provision in its Articles of Incorporation to the effect thatthe shareholders of the joint holding company who hold shares less than one unit areentitled to demand the joint holding company to sell them such number of the joint
holding company’s shares which, together with the number of shares less than one unit
held by them will constitute one unit, it is also possible for such shareholders to demand
the joint holding company to sell them such number of the joint holding company’s
shares which, together with the number of shares less than one unit held by them, will
constitute one unit, in accordance with Article 194, Paragraph 1 of the Companies Act
and such provision of the Articles of Incorporation.
(4)

Handling of share options and bonds with share options issued by the companies thatare to become wholly-owned subsidiaries
Neither GL Sciences nor Techno Quartz has issued any share options or bonds withshare options.

(5)Payment of dividends by the two companies based on the record date preceding theestablishment of the joint holding company
GL Sciences is planning to pay a dividend of 70 yen per share of its common stock tothe shareholders and registered share pledgees of shares of GL Sciences’ common stock
who are stated or recorded in its final shareholder register as of March 31, 2024, on thepremise that a resolution to such effect will be adopted at its annual meeting ofshareholders to be held on June 25, 2024.
Techno Quartz is planning to pay a dividend of 130 yen per share of its common stock
to the shareholders and registered share pledgees of shares of Techno Quartz’s common
stock who are stated or recorded in its final shareholder register as of March 31, 2024, on
the premise that a resolution to such effect will be adopted at its annual meeting ofshareholders planned to be held on June 21, 2024.

10

(6)

Handling of treasury shares and the shares of the joint holding company that are to be
allotted to GL Sciences and Techno Quartz
As GL Sciences and Techno Quartz are respectively planning that, before the Share
Transfer takes effect, they will cancel their treasury shares which are currently held or
may hereafter be newly acquired by them, within the range of such treasury shares thatcan be cancelled in practice, it is not planned that the shares of the joint holding company
will be allotted for each company’s treasury shares; provided, however, that, due to thenumber of treasury shares to be actually cancelled before the effective date of the Share
Transfer not yet having been determined, the aforementioned number of new shares to beissued by the joint holding company is subject to change.
In making the Share Transfer, as a result of the shares of the joint holding company
being allotted to the shares of Techno Quartz held by GL Sciences (2,542,000 shares asof March 31, 2024) according to the relevant share transfer ratio, GL Sciences will beholding the shares of the joint holding company, which will become its wholly-owningparent company. However, on and after the effective date of the Share Transfer, suchshares of the joint holding company, including those paid to the joint holding company
as dividends in kind, will be disposed of at a reasonable timing in accordance with theprovisions of the Companies Act. The method of such disposal will be announced as soon
as it is determined.

3. Grounds for Details of Allotment Pertaining to the Share Transfer(1)

Grounds and reasons for details of allotment
To ensure the fairness of the share transfer ratio and other aspects of the Share Transfer,
GL Sciences has appointed Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(“Mitsubishi UFJ Morgan Stanley Securities”) as its financial advisor and third-party
valuation institution, and TMI Associates as its legal advisor. Meanwhile, Techno Quartz has
appointed Daiwa Securities Co., Ltd. (“Daiwa Securities”) as its financial advisor and thirdparty valuation institution, and City-Yuwa Partners as its legal advisor. Both companies haveobtained valuation reports with regard to the share transfer ratio from their respective thirdparty valuation institutions as of February 8, 2024.
GL Sciences and Techno Quartz carefully examined the share transfer ratio upon
comprehensively taking into consideration: (i) the calculation results and advice regarding
the share transfer ratio that were provided by their respective financial advisors and thirdparty valuation institutions; (ii) the advice from their respective legal advisors; and (iii) the
results of due diligence mutually conducted on one another, their respective financial
conditions, business performance trends, share price trends, etc., in addition to having a11series of negotiations and discussions, and ultimately reached the conclusion that the sharetransfer ratio described in 2. (3) above is appropriate, and decided on the share transfer ratio
in the Share Transfer at their respective board of directors meetings held on February 9, 2024,
and agreed to the same in the MOU.
In addition, with regard to the conditions forming the basis for the calculation of the sharetransfer ratios specified above, GL Sciences and Techno Quartz have confirmed that there
has been no material change therein after the execution of the MOU, which would affectsuch share transfer ratios, and have also agreed to such share transfer ratios in theManagement Integration Agreement and the Share Transfer Plan, both dated today.
(2)

Matters relating to the valuation(i) Name of the valuation institutions and relationship with GL Sciences and Techno
QuartzNeither Mitsubishi UFJ Morgan Stanley Securities, as the valuation institution of GL
Sciences, nor Daiwa Securities, as the valuation institution of Techno Quartz, is a related
party of either GL Sciences or Techno Quartz or has any material interest that should bespecifically noted in connection with the Share Transfer.
(ii) Outline of calculation
The outline of the calculation by each of Mitsubishi UFJ Morgan Stanley Securities
and Daiwa Securities is as specified in the February 9 Press Release.

(3)

Handling of expected delisting and the joint holding company’s listing application
GL Sciences and Techno Quartz are planning to conduct a technical listing of the sharesof the newly established joint holding company on the Tokyo Stock Exchange. The listingdate is scheduled for October 1, 2024. Furthermore, as GL Sciences and Techno Quartz
will become wholly-owned subsidiaries of the joint holding company upon the Share
Transfer, their shares are respectively planned to be delisted from the Tokyo Stock
Exchange as of September 27, 2024, prior to the listing of the joint holding company. The
actual delisting date will be determined pursuant to the relevant regulations of the Tokyo
Stock Exchange.

(4)

Measures to ensure fairness
As GL Sciences is the controlling shareholder of Techno Quartz, and Techno Quartz isa subsidiary of GL Sciences, the Share Transfer constitutes a material transaction, etc. forTechno Quartz. Therefore, the respective measures specified in the February 9 Press
12

Release have been taken to ensure the fairness of the Share Transfer.
(5)

Measures to avoid conflicts of interest
As GL Sciences is the controlling shareholder of Techno Quartz, and Techno Quartz isa subsidiary of GL Sciences, the Share Transfer constitutes a material transaction, etc.,with a controlling shareholder for Techno Quartz. Therefore, in order to avoid conflictsof interest, the respective measures specified in the February 9 Press Release have beentaken in executing the MOU dated February 9, 2024.

4. Outline of parties to the Share Transfer (as of March 31, 2024)(1) Name

GL Sciences, Inc.

Techno Quartz, Inc.

(2) Location

6-22-1 Nishi-Shinjuku,

1-32-2 Honcho, Nakano-ku,

Shinjuku-ku, Tokyo

Tokyo

President (Representative

President (Representative

Director)

Director)

Yoshihiro Nagami

Ikunobu Sonoda

Production and sale ofProduction, purchase andproducts in relation tosale of quartz products foranalytical instruments,

semiconductor

semiconductor-related

manufacturing equipment,

products, and products inand the like.

(3) Title and Name ofRepresentative(4) Description of Business

relation to contactless smart
cards, as well as purchaseand sale of goods of similarkinds thereto.
(5) Capital

1,207,795,000 yen

829,350,000 yen(6) Date of Establishment

February 1, 1968

October 2, 1976

(7) Number of Issued Shares

11,190,000 shares

3,900,000 shares(8) Fiscal Term End

March 31

March 31

(9) Number of Consolidated

1,091

544

MUFG Bank, Ltd.

The Yamagata Bank, Ltd.

The Yamaguchi Bank, Ltd.

MUFG Bank, Ltd.

The Minato Bank, Ltd.

The Yamaguchi Bank, Ltd.

The Yamagata Bank, Ltd.

Mizuho Bank, Ltd.

Mizuho Bank, Ltd.

The Minato Bank, Ltd.

Employees(10) Main Banks13

(11) Major Shareholders and

GL Sciences Employee

GL Sciences, Inc. 65.18%

Shareholding Ratio

Shareholding Association

Techno Quartz Employees(excluding indirect holdings)

7.62%

Shareholding Association

Shimadzu Corporation

1.66%

5.18%

The Yamagata Bank, Ltd.

Reiko Mori 4.52%

1.28%

MUFG Bank, Ltd. 4.45%

MSIP CLIENT

The Yamaguchi Bank, Ltd.

SECURITIES 1.03%

4.43%

MUFG Bank, Ltd. 1.03%

The Minato Bank, Ltd.

Custody Bank of Japan, Ltd.

3.97%

(trust account) 0.65%

Tokyo Small and Medium

Goldman Sachs International

Business Investment &0.63%

Consultation Co., Ltd. 3.80%

Yusuke Kida 0.62%

WWF Japan 3.57%

Yuzuru Maruyama 0.51%

YMC Co., Ltd. 3.02%

The Yamaguchi Bank, Ltd.

J.P. MORGAN SE –0.51%

LUXEMBOURG BRANCH
3816392.29%（12）Relationship between parties
Capital

As of today, GL Sciences holds 65.74% of the total number

Relationshipof issued shares of Techno Quartz (excluding treasury
shares) and is a parent company of Techno Quartz.

Personnel

As of today, one (1) Representative Director of Techno

Relationship

Quartz is from GL Sciences.

Business

Techno Quartz’s primary business is theRelationshipproduction/purchase/sale of quartz products forsemiconductor manufacturing equipment, and it supplies
part of its products to its parent company, GL Sciences.

Applicability toTechno Quartz is a consolidated subsidiary of GL Sciences

Related Parties

and therefore constitutes a related party thereto.

14(13) Operational results and financial situation from the last three (3) years(i) GL Sciences (consolidated)(unit: thousand yen unless otherwise specified.)Fiscal Year

Fiscal Year

Fiscal Year

ended March

ended March

ended March

31, 2022

31, 2023

31, 2024

Consolidated Net Assets

31,529,603

35,578,381

39,943,674

Consolidated Total Assets

42,975,215

51,011,629

55,185,061

2,612.48

2,913.37

3,253.26

Consolidated Net Sales

33,119,805

38,679,841

37,148,173

Consolidated Operating Profit

4,806,900

6,034,231

5,714,132

Consolidated Ordinary Profit

4,998,479

6,468,701

6,108,932

Net Profit for Fiscal Year2,795,295

3,499,060

3,430,655

272.45341.05334.3850

65

70

Fiscal Term

Consolidated Net Assets Per Share(yen)

Attributable to Owners of the
Parent Company
Consolidated Net Profit Per Sharefor the Fiscal Year (yen)Dividend Per Share (yen)(ii) Techno Quartz (consolidated)(unit: thousand yen unless otherwise specified.)Fiscal Year

Fiscal Year

Fiscal Year

ended March

ended March

ended March

31, 2022

31, 2023

31, 2024

Consolidated Net Assets

13,779,235

16,590,275

19,154,124

Consolidated Total Assets

18,310,579

23,792,829

25,753,577

3,563.16

4,290.54

4,953.67

Consolidated Net Sales

15,820,383

20,063,599

17,065,522

Consolidated Operating Profit

3,164,184

4,068,268

3,615,698

Consolidated Ordinary Profit

3,231,717

4,354,594

3,838,004

Net Profit for Fiscal Year

2,200,300

2,957,974

2,729,472

568.97764.97705.89Fiscal Term

Consolidated Net Assets per Share(yen)

Attributable to Owners of the
Parent Company
Consolidated Net Profit Per Shareof the Fiscal Year (yen)15

Dividend Per Share (yen)(Note 1)

500

130

130

As of October 1, 2022, the common stock was split in a ratio of five (5) forone (1). The value of net assets per share and net profit per share for the
fiscal year have been calculated by assuming that such stock split was
conducted at the beginning of the fiscal year ended on March 31, 2022.

5. Status of the joint holding company to be newly established through the Share Transfer(1) Name

GLTECHNO HOLDINGS, INC.

(2) Location

Shinjuku-ku, Tokyo(3) Title and Name of Representative

Representative Director and President:
Yoshihiro Nagami
Representative Director and Vice President:
Ikunobu Sonoda
Director: Osamu Serizawa
Outside Director (Audit and Supervisory
Board Member): Takahiro Saito
Outside Director (Audit and Supervisory
Board Member): Yumiko Nagasawa
Outside Director (Audit and Supervisory
Board Member): Taketo Morita(4) Description of BusinessBusiness administration of its subsidiaries
and group under its control, and otherbusiness activities incidental or related
thereto(5) Capital

300 million yen(6) Fiscal Term

Fiscal year ended March 31(7) Net Assets

To be determined.

(8) Total Assets

To be determined.

(9) Financial Auditor

Audit Corporation A&A Partners

6. Outline of Accounting Treatment Incidental to the Share Transfer
The accounting treatment pertaining to the Share Transfer is expected to fall under a“transaction under common control, etc.,” in accounting standards in connection withbusiness combinations, although the details of the accounting treatment remain undecided
as of now. We will announce the outline of the accounting treatment once it has been
determined.
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7. Future Outlook
The management policies, plans, performance forecast, etc., of the joint holding
company to be established through the Share Transfer will be considered between GL
Sciences and Techno Quartz in the future and announced once determined.
8. Transactions with Controlling Shareholder
The Management Integration constitutes “transactions, etc., with a controllingshareholder,” for Techno Quartz, since GL Sciences holds 65.74% (as of December 31,2023) of Techno Quartz’s issued shares (excluding its treasury shares) and Techno Quartz
is a subsidiary of GL Sciences. The following matters are as specified in the February 9
Press Release: in Techno Quartz, (i) the status of conforming to the policy regarding
measures to protect minority shareholders; (ii) any matters with regard to measures toensure fairness and avoid any conflicts of interest; and (iii) an outline of the opinion
obtained from those with no interest in controlling shareholders, regarding suchtransactions not being disadvantageous to the minority shareholders.
(Reference)
Consolidated performance forecast for the current fiscal term and consolidated results for theprevious fiscal term at GL Sciences (as disclosed on May 10, 2024)(unit: million yen)
Fiscal Term

Consolidated

Consolidated

Consolidated

Net Profit for

Net Sales

Operating

Ordinary Profit

Fiscal Year

ProfitAttributable to
Owners of the
ParentCompany

Performance

39,120

5,980

6,030

3,320

37,148

5,714

6,108

3,430

Forecast for Fiscal
Term(Fiscal Year ending
March 31, 2025)
Results forPrevious Fiscal
Year(Fiscal Year ended
March 31, 2024)
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(Note 1)

GL Sciences is planning to conduct the management integration withTechno Quartz through the establishment of a joint holding company on
October 1, 2024. The performance forecast for fiscal term set forth above has
been calculated based on GL Sciences’ current company structure, and it isplanned that the performance forecast for the joint holding company will be
released in the future.

Consolidated performance forecast for the current fiscal term and consolidated results for theprevious fiscal term at Techno Quartz (as disclosed on May 10, 2024)(unit: million yen)
Fiscal Term

Consolidated

Consolidated

Consolidated

Net Profit for

Net Sales

Operating

Ordinary Profit

Fiscal Year

ProfitAttributable to
Owners of the
ParentCompany

Performance

18,000

3,720

3,690

2,610

17,065

3,615

3,838

2,729

Forecast for Fiscal
Term(Fiscal Year ending
March 31, 2025)
Results forPrevious Fiscal
Year(Fiscal Year ended
March 31, 2024)(Note 1)

Techno Quartz is planning to conduct the management integration with GL
Sciences through the establishment of a joint holding company on October 1,
2024. The performance forecast for fiscal term set forth above has been
calculated based on Techno Quartz’ current company structure, and it isplanned that the performance forecast for the joint holding company will be
released in the future.
End.
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