June 20, 2024

Dear all,Company name: SUNCORPORATIONName of representative: Ryusuke Utsumi,
CEO(Code No. 6736 TSE Standard)Contact:Yoshimi Kimura
Senior Managing Director(Tel 052-756-5981)

SUNCORPORATION’s Opinion (Neutral) on the Tender Offer by Hebara Holdco II, L.P. for Sharesin the Company
At the meeting of the Board of Directors held on 20 June 2024, the Board of Directors of the Company resolved,
for the reasons and grounds set out in "(2) Basis and reasons for the opinion" in "3.", to take a neutral position
towards the tender offer (the "Tender Offer") for the ordinary shares of the Company (the "Company Shares")and to leave it to the shareholders of the Company to decide whether or not they wish to tender their shares inthe Tender Offer.
1. Overview of the Offeror (Note 1)
(1)

Name

(2)

Location.

(3)

Basis of establishment, etc.

(4)Compositional purpose(5)Date of composition

28 March 2024.

(6)

Total amount of investment

0 yen

(7)

Outline of investors(8)

Overview of operating partners
Name
Location.
Title and name of officer
Total amount of investment(9)1209 Orange Street, Wilmington, New Castle County, Delaware
USA19801
The Offeror is a limited partnership incorporated under the laws of theState of Delaware, USA.
The main purpose of the Offer is to acquire and own shares in theCompany through the Offer.

True Wind Capital II, L.P.
True Wind Capital II-A, L.P.
True Wind Capital GP II, LLC
1209 Orange Street, Wilmington, New Castle County, Delaware
USA19801
Managing member Adam H. Clammer
Managing member James H. Greene, Jr.
0 yenOverview of domestic agents.
NameLocation.

(10)

Hebara Holdco ll L.P.

Nishimura & Asahi, Foreign Law Joint Enterprise
Lawyer, Asa ShinkawaOtemon Tower, 1-2, Otemachi 1-chome, Chiyoda-ku, Tokyo

Relationship between the listed company and the Offeror
Capital ties

As at 10 June 2024, the Offeror holds 100 shares in the Company(shareholding ratio (Note 2): 0.00%).

Personal relations

Not applicable

(11)

(12)

Business relations

Not applicable

Status as a related party

Not applicable

Relationship between the listed company and the managing partner
Capital ties

Not applicable

Personal relations

Not applicable

Business relations

Not applicable

Status as a related party

Not applicable

Relationship between the listed company and domestic agents
Capital ties

Not applicable

Personal relations

Not applicable

Business relations

Not applicable

Status as a related party

Not applicable（1）The description of the Offeror is based on the tender offer notification filed by the Offeror on 10 June 2024
(the "Tender Offer Notification").
(2) The term "Ownership Percentage" refers to the sum of (i) the total number of issued shares of the Company
as at 31 March 2024 (24,007,728 shares) as set out in the "Summary of Financial Results for the year ended 31
March 2024 [Japanese GAAP] (Consolidated)" published by the Company on 14 May 2024 (the "Company'sSummary of Financial Results") and (ii) the total number of share options (69,740 shares) minus (iii) the numberof treasury shares held by the Company as at 31 March 2024 (1,769,277 shares), as stated in the Company's
Financial Statements, which is 22,308,191 shares (rounded to two decimal places).
2. Price of the purchase, etc.
4,400 per ordinary share.
3. Opinion on the Tender Offer, basis and reasons for the opinion(1) Opinion.
At the meeting of the Board of Directors held on 20 June 2024, the Company resolved to take a neutral
position towards the Tender Offer and to leave it to the decision of the Company's shareholders as to whether or
not to tender their shares in the Tender Offer, for the reasons and grounds set out in "(2) Basis and grounds foropinion" below.
(2) Basis and reasons for the opinion.
① Opinion.
The Offeror commenced the Tender Offer on 10 June 2024. Following the commencement of the Tender Offer,
the Company has carefully examined the contents of the Tender Offer Notification and has carefully evaluatedand reviewed the information collected by the Company on the Tender Offer from the perspective of securing andenhancing the corporate value of the Company and the common interests of its shareholders.
As a result, at a meeting of the Board of Directors held on 20 June 2024, the Company's directors (including
directors who are members of the Audit Committee) who participated in the deliberations and resolution,
unanimously resolved to take a neutral position towards the Tender Offer and to leave it to the decision of theshareholders of the Company whether or not to tender their shares in the Tender Offer.
② Reasons for the opinion on the Tender Offer.
According to the Tender Offer Registration Statement, True Wind (collectively, the funds managed by True Wind
Capital Management L.P. and its affiliates and related funds ), through constructive dialogue with the Company's
management and Board of Directors after the Tender Offer, aims to contribute to maximising the potential
corporate and share value of the Company from a medium to long-term perspective. However, the Company has

not received any explanation as to what True Wind considers necessary to maximise the potential corporate andshare value of the Company from a medium- to long-term perspective at the present time.Therefore, at present,
the Company is unable to determine that the Offeror's acquisition of between 3,793,400 (shareholding ratio:17.00%) and 4,239,500 (shareholding ratio: 19.00%) shares through the Tender Offer will contribute to ensuring
and enhancing the Company's corporate value and the common interests of shareholders. The Company
believes that it is unable to support the Tender Offer.
On the other hand, the Company believes that it is difficult to find sufficient reasons to express a negative position
to the Offer in view of the following points.
Firstly, according to the Tender Offer Notification, True Wind believes that, in principle, the Board of Directors of
the Company should make the final decision on the specific management policy to enhance the medium- to longterm corporate value and share value of the Company, and therefore, as of the date of submission of the Tender
Offer Notification, True Wind has NO intention (i) to acquire control of the Company (including opposing thereappointment of the Company's current directors), (ii) to dispatch directors from the Offeror Group, including
True Wind and the Offeror, and (iii) to convene an extraordinary shareholders' meeting or exercise the right tomake shareholder proposals, respectively. In addition, according to the Offer Document, True Wind believes thatthe market price of the Company's shares is low relative to the value of the Company's assets, specifically theordinary shares of Cellebrite DI Ltd held by the Company (the "Cellebrite Shares"), and that if the Offer isconcluded, the Company's management and Board of Directors will take a greater interest in and give serious
consideration to such issues. But True Wind does not intend to make any specific proposals in this regard at thistime. In light of the above, the Company is of the opinion that the Offeror's ownership of between 3,793,400(shareholding ratio: 17.00%) and 4,239,500 (shareholding ratio: 19.00%) of the Company's shares is not likely tohinder the implementation of specific measures to increase the medium- and long-term corporate and sharevalue of the Company (including measures to solve the problem of the market value of the Company's shares
being significantly lower than the market value of Cellebrite shares held by the Company).
In addition, according to the Tender Offer Registration Statement, the Offeror has, based on the 52nd AnnualSecurities Report filed by the Company on 26 June 2023 (the "Company's Annual Securities Report") and the53rd Quarterly Securities Report filed by the Company on 14 November 2023 (the "Company's Second Quarterly
Securities Report"), stated that the number of shares in circulation of the Company as of 31 March 2024 Basedon the recognition that the number of tradable shares in the Company as at 31 March was 12,488,380 shares,
and assuming that the Offeror purchased the number of tradable shares equivalent to the maximum number ofshares to be purchased (4,239,500 shares) under the Offer, the Company's tradable share ratio would be 34.36%.
The Company believes that both of these would be higher than the criteria for maintaining listing on the Standard
Market of the Tokyo Stock Exchange, Inc. The Offeror's perception of the number of tradable shares in theCompany is consistent with the Company's perception. In addition to the decrease in the number of shares incirculation due to the Offeror's acquisition of the Company's shares through the Tender Offer, the Company also
expects that, if the Tender Offer is successful, there will be certain changes in the number of shares in circulationof the Company as a result of the Offeror becoming a major shareholder of the Company. However, at present,
the Company does not consider it highly likely that the Tender Offer will give rise to a situation in which there is arealistic prospect of a breach of the criteria for maintaining listing on the Tokyo Stock Exchange's Standard Market.
Since the Company doesn’t have enough reasons to disapprove of the Tender Offer, it has decided to take aneutral position towards the Tender Offer.
"In addition, the Company also noticed that (i) the market price of the Company's shares rose significantly to astop price on 10 June 2024 from the closing price (JPY 3,690) on 7 June 2024, the business day before thecommencement of the Tender Offer. Thereafter the closing price for the six business days from June11 to 18 hasremained above the purchase price per share (JPY 4,400) (ii) as the Company's shares will remain listed after
the completion of the Tender Offer, it is considered sufficiently reasonable for the Company's shareholders to takethe option of holding the Company's shares after the completion of the Tender Offer, and the Company hastherefore decided to leave it to the shareholders to decide whether or not they wish to tender their shares in theTender Offer.
(3) Matters related to the calculations
Not applicable(4) Likelihood of delisting and its reasons
The Company's shares are listed on the Standard Market of the Tokyo Stock Exchange as of 10 June 2024, butaccording to the Tender Offer Notification, the Tender Offer is not an attempt to delist the Company's shares andthe Offeror will conduct the Tender Offer with a maximum number of 4,239,500 shares to be purchased. Therefore,
the Offeror's ownership of the Company's shares after the Tender Offer will be limited to a maximum of 19.00%
and the listing of the Company's shares on the Tokyo Stock Exchange Standard Market will be maintained after
the Tender Offer.
According to the Tender Offer Notification, the Offeror does not intend to delist the Company through the Tender
Offer taking into account the tradable share ratio (Note 1) and the tradable share market capitalisation (Note 2)of the Company's shares. The Offeror has also taken care not to breach the delisting criteria (tradable share ratioof less than 25% and tradable share market capitalisation of less than JPY 1 billion).
(Note 1) According to the Tender Offer Registration Statement, the Offeror considers the Company's tradable
share ratio as at 31 March 2024 to be 52.02% based on the Company's Annual Report and the Company's
Second Quarterly Report. In that case, assuming that the Offeror purchases the number of tradable sharesequivalent to the maximum number of shares to be purchased (4,239,500 shares), the Company's tradable shareratio would be 34.36%.
(Note 2) According to the Offer Registration Statement, the Offeror considers the total market value of theCompany's current shares as at 31 March 2024 to be JPY 34,953,477,014 based on the Company's Annual
Report and the Company's Second Quarterly Report. In that case, assuming that the Offeror purchases thenumber of tradable shares equivalent to the maximum number of shares to be purchased (4,239,500 shares),the total tradable share market capitalisation of the Company would be JPY 23,087,345,366.
(5) Policy on restructuring after the Offer (matters relating to so-called two-step acquisitions)
According to the Offer Registration Statement, the Offeror does not currently intend to acquire additional sharesin the Company after the Offer is concluded.
(6) Measures to ensure fairness and avoid conflicts of interest
Not applicable
4. Matters relating to material agreements between the Offeror and the Company's shareholders regarding theacceptance of the Tender Offer
According to the Tender Offer Notification, there are no relevant issues.
5. The nature of the benefits to be provided by the Offeror or its special related parties
Not applicable
6. Basic policy on the control of the company
Not applicable
7. Questions to be put to the Offeror
Not applicable8. Request for an extension of the Tender Offer period
Not applicable
9. Future outlook.
(1) Policy after the Offer
For the policy after the Tender Offer, see "② Reasons for the opinion on the Tender Offer", "(4) Likelihood ofdelisting and its reasons" and "(5) Policy on restructuring after the Tender Offer (so-called two-step takeover)".
(2) Outlook for future performance.
The impact of the Offer on the Company's results will be disclosed as soon as there are matters to beannounced.