December 27, 2021
To AllCompany Name

Frontier Management Inc.

Representative

Shoichiro Onishi,
Co-President & Executive Officer(TSE First Section Code No. 7038)

Contact

Hiroaki Hamada,
Executive Officer, Head of Company
Planning and Administration Department(TEL．+81-3-6862-8335)

Notice of Acquisition of Shares of Celebrain Corporation

Frontier Management Inc. (hereafter the “FMI”) hereby announces that the FMI has resolved at the Board of Directors
meeting held today, the acquisition of shares of Celebrain Corporation as follows;
1.Reason
Cerebrain is a consulting firm with a management philosophy of "Creating the Future of People and Organizations,"
and provides practical supports for clients' business growth through HR strategy consulting, HR development and training,
HR technology consulting, organizational personnel research and diagnostic services, and headhunting.
FMI has been providing expert teams with various solutions tailored to each client's business phase, including consulting,M&A, and business revitalization support.
HR consulting demand is growing from clients facing issues such as the promotion of work style reforms and theretention due to HR shortage. FMI will be able to be a comprehensive consulting firm by providing an integrated solution
as a group with HR-related consulting functions.
HR consulting will enable FMI to transform the clients' corporate culture from the perspective of "people" and enhance
the ability to realize strategies. By broadly exploring CXO candidates from the networks, FMI will be able to provide
executives that are suitable for clients.
FMI will also be able to develop the growing HR technology domain through collaboration between Digital Strategy
Office and HR consulting.
Significant synergies are expected by acquisition of shares of Celebrane, and FMI will further accelerate the growthstrategy as a comprehensive consulting firm.
2.Overview of Celebrane
(1)

Name

Celebrain Corporation(2)

Address

4-4, Akasaka 3-chome, Minato-ku, Tokyo(3)

Job Title/Name ofRepresentative

Yuji Takajo, President and Representative Director,
Atsuko Takahashi, Executive Vice President and Representative Director(4)

Description ofBusinesses

HR strategy consulting, HR development and training, HR technology consulting(5)

Paid-in Capital

JPY 64.5 Mil.

(6)

Date of Incorporation

October 3, 2000

(7)

Major shareholders andpercentage of shares

Yasuo Akita (45.0%), Atsuko Takahashi (25.7%) and Koji Takajo (19.4%)(8)Relationship with thelisted company

Capitalrelationship

Not applicable.

(9)Personnel
relationship

Not applicable.

Businessrelationship

FMI and Celebrane have concluded a business allianceagreement for client referral

Financial results position of the company for the past 3 years
December 2018(result)

December 2019(result)

December, 2020
(result)

Net assets

JPY 121 Mil.

JPY 126 Mil.

JPY 24 Mil.

JPY 81 Mil.

Total assets

JPY 208 Mil.

JPY 199 Mil.

JPY 95 Mil.

JPY 152 Mil.

JPY 122,650.63

JPY 127,471.68

JPY 24,654.24

JPY 72,973.97

Net sales

JPY 312 Mil.

JPY 288 Mil.

JPY 331 Mil.

JPY 450 Mil.

Operating income

JPY 34 Mil.

JPY 9 Mil.

JPY 14 Mil.

JPY 58 Mil.

Ordinary income

JPY 38 Mil.

JPY 11 Mil.

JPY 16 Mil.

JPY 57 Mil.

Net income or net loss (△)

JPY 25 Mil.

JPY 9 Mil.

△ JPY 98 Mil.

JPY 57 Mil.

JPY 26,136.22

JPY 9,385.49△ JPY 99,920.63

JPY 51,351.35

JPY 0

JPY 3,000

JPY 0

TBD

Fiscal year end

Net assets per share

Net income per share or net loss(△) per share
Dividend per share

December, 2021
(forecast)

3.Overview of acquisition of shares partner
(1)

Name

Yasuo Akita(2)

Address

Setagaya-ku, Tokyo(3)

Relationship with thelisted company

Not applicable.

(1)

Name

Atsuko Takahashi(2)Address

Shinagawa-ku, Tokyo(3)

Relationship with thelisted company

Not applicable.

(1)

Name

Koji Takajo(2)Address

Shinjuku-ku, Tokyo(3)

Relationship with thelisted company

Not applicable.

(Note) FMI plans to acquire the shares from two individuals in addition to the above. All of the shareholders have no capital,
human or business relationships to be stated with FMI, and are not related parties.
4.Number of Shares Acquired, Purchase Price, and Shareholdings Before and After Acquisition(1)

Shares owned prior to thetransaction

0 shares (Number of voting rights: 0, Percentage of voting rights: 0%)(2)

Shares acquired

670 shares (Number of voting rights: 670)

(3)

Purchase Price

FMI will refrain from disclosing the purchase price based on the intention ofthe other party. However, in order to ensure fairness and appropriateness, FMI
determines the purchase price by considering the results of financial, tax andlegal due diligence conducted by external agencies.

(4)

Shares owned after thetransaction

670 shares (Number of voting rights: 670, Percentage of voting rights: 60.4%)

Date of resolution of theBoard of Directors

December 27, 2021

5.Schedule(1)(2)Contract day

December 27, 2021 (scheduled)(3)

Effective date of theshare transfer

January 14, 2022 (scheduled)

6.Future outlook
The impact to FMI's forecasts is expected to be minor for FY2021 as a result of this stock purchase. The impact forFY2022 is currently reviewed and will be promptly announced any matters that need to be announced in the future.