December 19, 2023

For Immediate Release
Company name: SEPTENI HOLDINGS CO., LTD.
Representative: Representative Director, Group President and Chief Executive Officer
Koki Sato(TSE Standard Code: 4293)

Notice of Changes in Consolidated Subsidiary (Share Transfer) andRecognition of Gain on SaleSEPTENI HOLDINGS CO., LTD. (the “Company”) hereby announces that it has resolved, at a meeting ofthe Board of Directors held today, to transfer 56.8% of the outstanding shares of COMICSMART INC.
(“COMICSMART,”) a consolidated subsidiary of the Company, operating the IP Platform Business (“ShareTransfer.”)
As a result of the Share Transfer, COMICSMART and its wholly-owned subsidiary Qzil.la, Inc. will be
excluded from the scope of consolidation of the Company and will become its equity-method affiliates.
Along with this, the Company also announces that it expects to recognize the gain on the sale of its
subsidiary in 1Q of the fiscal year ending December 2024.

1. Purpose and Reason of Share Transfer
Until today, the Company Group has continued to grow while reviewing its business portfolio
appropriately. It is engaged in two business segments: the Digital Marketing Business, which is its current
mainstay business, and the Media Platform Business, which is expected to have high growth and profitability inthe future. In the Media Platform Business, the Company has aimed to make the IP Platform Business the next
core of the Group and has thus far continued to invest and operate within the Group.
COMICSMART, which operates the IP Platform Business, raised funds from outside the Group in October
2022 to accelerate further growth in response to the tailwind of the market environment in the manga and animeindustry to which COMICSMART belongs. This momentum was supported by the surge in the domestic e-bookmarket, which has captured demand in recent COVID-19 pandemic, the growing global popularity of anime
titles originating in Japan, and the anticipated growth in Webtoon market in the next few years.
On the other hand, as announced in “Notice Concerning Changes of Representative Director and Directorand Next-Term Management Structure” on December 11, 2023, the Company will reform its management
structure for the next fiscal year and aim to achieve sustained and dramatic discontinuous growth in the future byfurther focusing on the Digital Marketing Business, which is its core business in a business portfolio. In light ofthese changes in the business environment, the Company has decided the Share Transfer as it believes thatmanaging and raising funds outside the Group will enable COMICSMART of the IP Platform Business to invest
in and operate businesses more boldly and flexibly than ever, which will lead to the sustained growth ofCOMICSMART and the maximization of its business value, and in turn will lead to the enhancement of theCompany’s corporate value.
The Company will continue to hold a portion of shares of COMICSMART as an equity-method affiliate tosupport the further growth of COMICSMART as a shareholder.

12. Overview of Consolidated Subsidiary to be Transferred (as of September 30, 2023)
(1)
(2)
(3)
(4)
(5)
(6)
(7)

Company Name
Address
Name and Title ofRepresentative
Business Overview
CapitalEstablished
Major Shareholder &Shareholding Ratio

COMICSMART INC.
17-1, Nishi-Shinjuku 8-chome, Shinjuku-ku, Tokyo
Koki Sato, Representative Director
IP Platform Business¥357,994 thousandFebruary 2013
SEPTENI HOLDINGS CO., LTD., 89.4%
The Company’s consolidated subsidiary in which it owns
89.4% of shares.
One of the Company’s directors serves as therepresentative director, and two Group Executive Officers
serve as the directors of the said company. (Note 1)
The Company is entrusted with business management andother operations of the said company.

Capitalrelationship(8)

Relationship between
the Listed Company andthe Said Company

Personalrelationship
Businessrelationship

Business Results andFinancial Position for the Not disclosed upon the request by the transferees.
Past Three Years(Note 1) Koki Sato, Representative Director of COMICSMART, is scheduled to resign as a director of theCompany at the time of conclusion of the Ordinary General Meeting of Shareholders to be held inMarch 2024, and as the Group President and Chief Executive Officer of the Company on March 31,2024. Kana Setoguchi and Yuki Fukunishi, Directors of COMICSMART, are also scheduled to resign
as the Group Executive Officers of the Company on March 31, 2024, and the aforementioned personal
relationships between the Company and COMICSMART are all scheduled to be terminated by March31, 2024.
(9)

3. Outline of Transferee of Shares
The Company will refrain from disclosing the information due to the arrangement with the transferees.
The transferees are three venture capital firms. However, there are no matters that should be noted as capital
relationships, personal relationships, business relationships, or related parties with the Company.
4. Number of Shares to be Transferred, Transfer Price, and Status of Shareholding Ratios Before andAfter Transfer(1)(2)

Number of Shares Held
Before Transfer
Number of Shares to beTransferred

116,400 shares (Percentage of voting rights: 89.4%)
74,000 shares(3)

Transfer Price

The transfer price is not disclosed based on the confidentiality obligationin the share transfer agreement, but is determined through negotiations
following a fair process, and is recognized as the fair value.

(4)

Number of Shares Held
After Transfer

42,400 shares (Percentage of voting rights: 32.6%)

5. Schedule(1)

Date of Board of Directors Resolution

December 19, 2023

(2)

Date of Share Transfer Agreement

By December 29, 2023 (scheduled)(3)

Effective Date of Share Transfer

By March 31, 2024 (scheduled)2

6. Future Outlook
The Share Transfer has no material impact on its consolidated financial results for the year ending
December 31, 2023.
In addition, as of the effective date of the Share Transfer, COMICSMART will be excluded from theCompany’s consolidation and will become an equity-method affiliate, and the impact of the Share Transfer on its
consolidated results is expected to be recognized in the consolidated statement of profit or loss for the 1Q ofDecember 2024. Consolidated earnings forecasts for the fiscal year ending December 2024 based on the impactof the Share Transfer are scheduled to be announced in the summary of consolidated financial statements for thefiscal year ending December 2023 in early February 2024.
■Contact Information
IR Division, Corporate Planning Department
E-mail: ir@septeni-holdings.co.jp

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