Summary of Consolidated Financial Results (Japanese Accounting Standards)
for the Second Quarter of the Fiscal Year Ending December 31, 2021
August 13, 2021
Company name:
AOI TYO Holdings Inc.
Stock Exchange:
Tokyo Stock Exchange
Code:
3975
URL:
https://aoityo.com/en/
Representatives:
Yasuhito Nakae, Representative Director
Inquiries:
Satoshi Yuzurihara, Director Tel: +81-3-5495-7575
Scheduled date of submission of quarterly report:
August 13, 2021
Scheduled date of commencement of dividend payment:
Supplementary documents for quarterly results:
Yes
Quarterly results briefing:No(Rounded down to the nearest million yen)

1. Consolidated Financial Results for the Second Quarter (from January 1, 2021 to June 30, 2021)(1) Consolidated operating results
Net sales

Operating income

Million yen%

Million yen%

Million yen%

Million yen%

29,02524,367

19.1
-20.5

1,686
-881

－
－

1,668
-1,047

－
－

891
-956

－
－

Q2 FY2021
Q2 FY2020(Note) Comprehensive income(The percentages are year-on-year changes.)
Profit attributable toOrdinary income
owners of parent

Q2 FY2021: 1,072 million yen (-%)

Net income per share
Q2 FY2021
Q2 FY2020

Q2 FY2020: -1,133 million yen (-%)

Diluted net income
per share

Yen

Yen

37.96
-40.7637.88－(2) Consolidated financial position
Total assets

Equity ratio

Million yen%

53,154
48,682

20,986
20,23138.9
40.9

Q2 FY2021
FY2020(For reference) Shareholders’ equity

Net assets

Million yen

Q2 FY2021: 20,683 million yen

FY2020: 19,925 million yen

2. Dividends
Dividends per share
End of Q1
Yen

End of Q2

End of Q3

Yen

FY20200.00－
FY20210.00－
FY2021 (forecast)(Note) Revisions to dividends forecast published most recently: No

Year end

Annual

Yen

Yen

Yen

－

12.00

12.00

－

0.00

0.00

3. Consolidated Financial Forecast for FY2021 (January 1, 2021 to December 31, 2021)
As stated in Notice Regarding Results of the Tender Offer by Studio Cruise Co., Ltd. for Shares etc. and the Changes of
Parent Company and the Largest Shareholder as a Major Shareholder, published July 6, 2021, and Announcement ofExtraordinary General Meeting of Shareholders for Share Consolidation as well as Abolishment of Provision Concerning
Share Unit Number and Partial Amendments to the Articles of Incorporation, published July 30, 2021, the Company will
become a wholly owned subsidiary of Studio Cruise Co., Ltd. by means of a reverse stock split, subsequent to which said
shares are scheduled to be delisted. Accordingly, we have not provided a consolidated results forecast for the fiscal year
ending December 2021 herein

* Notes(1) Important changes in subsidiaries for the second quarter under review (Changes is specified subsidiaries resulting inchange in scope of consolidation):No
New: ― companies
Excluded: ― companies(2) Application of accounting treatment specific to the preparation of quarterly consolidated financial statements:
Not applicable(3) Changes in accounting policies, and changes or restatements of accounting estimates(i)
Changes in accounting policies due to revisions to accounting standards etc. :Not applicable(ii)

Changes in accounting policies other than (i):Not applicable(iii)

Changes in accounting estimates::

Not applicable(iv)

Restatements of accounting estimates::

Not applicable(4) Number of issued shares (common stock)(i)
Number of issued shares (including treasury stock)Q2(ii)

24,566,447 shares

FY202024,566,447 shares

FY20201,088,298 shares

Number of treasury stock at end of period
Q2

(iii)

FY2021

FY2021

1,082,069 shares

Average number of issued shares

Q2 FY2021
23,481,643 shares
Q2 FY2020
23,459,787 shares(Note)The number of treasury stock includes the 405,500 shares for Q2 FY2021 and 411,200 shares for FY2020 that Trust &Custody Services Bank, Ltd. (trust account E) holds as trust property related to a Board Benefit Trust system.
* This summary of financial results is not subject to review by a certified public accountant or certified public
accounting firm.
* Explanation on the proper use of results forecasts and other notes
As stated in Notice Regarding Results of the Tender Offer by Studio Cruise Co., Ltd. for Shares etc. and theChanges of Parent Company and the Largest Shareholder as a Major Shareholder, published July 6, 2021, andAnnouncement of Extraordinary General Meeting of Shareholders for Share Consolidation as well as Abolishmentof Provision Concerning Share Unit Number and Partial Amendments to the Articles of Incorporation, published
July 30, 2021, the Company will become a wholly owned subsidiary of Studio Cruise Co., Ltd. by means of areverse stock split, subsequent to which said shares are scheduled to be delisted. Accordingly, we have notprovided a consolidated results forecast for the fiscal year ending December 2021 herein.

Attachments
1. Qualitative Information on Results in the Second Quarter

2(1) Discussion of operating results

2(2) Discussion of financial position

3(3) Discussion of consolidated results forecasts

3

2. Quarterly Consolidated Financial Statements and Major Notes

4(1) Quarterly consolidated balance sheets

4(2) Quarterly consolidated statements of income and statements of comprehensive income

6(3) Quarterly consolidated cash flows

8(4) Notes to Quarterly Consolidated Financial Statements

10(Notes on the premise of a going concern)

10(Notes in the event of significant changes in shareholders’ equity)

10(Segment Information)

11(Significant Subsequent Events)

121

1. Qualitative Information on Results in the Second Quarter(1) Discussion of operating results
Any forward-looking statements below are based on AOI TYO Group judgments as of the end of the second quarter ofthe current consolidated fiscal year.
During the second quarter of the current consolidated fiscal year, the manufacturing industry continued to recoverdespite the impact of COVID-19, reflecting the upward trend in exports to China and other Asian countries, as well as an
uptick in exports to Europe and the United States. On the other hand, consumer spending has inconsistent due to the
spread of COVID-19 and multiple extensions of the declaration of a state of emergency.
Despite the situation, group business operations were not affected significantly by COVID-19, as we took measures toprevent the spread of the virus and normalized operations. Order intake returned to pre-COVID-19 levels in conjunction
with the gradual recovery in the domestic advertising market. At the same time, we are working ahead of schedule on thecost reduction measures set forth in our medium-term plan.
As a result, the AOI TYO Group recorded net sales of ¥29,025 million for the consolidated second quarter, representing
an 19.1% increase compared to year-ago quarter. Operating profit amounted to ¥1,686 million (¥881 million of operating
loss in the same period of prior fiscal year), while ordinary profit amounted to ¥1,668 million (¥1,047 million of ordinary
loss in the same period of prior fiscal year), and profit attributable to owners of parent amounted to ¥891 million (¥956
million of loss attributable to owners of parent in the same period of prior fiscal year). Selling, general and administrative
expenses included ¥105 million in amortization of goodwill associated with M&A activity.
Until recently, the AOI TYO Group operated as a single segment, the Advertising Video Production Business. In Januaryof this year, the group conducted a major organizational restructuring based on our medium-term plan. We reduced thenumber of consolidated subsidiaries by 10, and we changed our reportable segments into the Content Production
Business (responsible for traditional advertising video production) and the Communication Design Business (responsible
for the design and execution of communications based on direct transactions with advertisers).
Operating results by segment were as follows.
(1) Content Production Business
The Content Production Business recorded net sales of ¥21,141 million (up 13.7% year on year) for the current
consolidated second quarter. Segment profit was ¥2,607 million (up 211.5% year on year).
Sales and profit increased year on year due to a recovery in orders for commercial production and other projects fromadvertising companies, the postponement and cancellation of projects in the year-ago quarter due to COVID-19, and adecrease in various expenses as a result of our cost reduction measures.
(2) Communication Design Business
The Communication Design Business recorded net sales of ¥7,883 million (up 36.4% year on year) for the current
consolidated second quarter. Segment profit was ¥331 million (¥338 million of segment loss in the same period of priorfiscal year).
In January of this year, we merged five companies to form xpd Inc. to provide better all-around execution of services,from video to digital solutions, PR, events, space design, and more in the advertising and marketing solutions domain. In
addition to an increase in orders received through direct transactions, an area of focus for the company, we saw arecovery in demand via the use of online technology in our events business, which experienced numerous postponements
and cancellations in the year-ago period. These factors combined for a year-on-year increase in sales and profits for theCommunication Design Business.
2(2) Discussion of financial position(Overview of Assets, Liabilities and Net assets)
Total assets as of the end of the consolidated second quarter amounted to ¥53,154 million, a ¥4,472 million increase
compared to the end of the prior consolidated fiscal year. This increase was mainly due to increases in cash and depositsof ¥5,787 million and electronically recorded monetary claims of ¥484 million, compared to decrease in notes andaccounts receivable of ¥1,251 million.
Liabilities increased by ¥3,716 million compared with the end of the prior fiscal year to ¥32,168 million. Although longterm loans payable and accounts payable decreased ¥1,784 million and ¥1,330 million, respectively, short-term loans
increased ¥6,500 million.
Net assets amounted to ¥20,986 million, an increase of ¥755 million compared to the end of the prior consolidated fiscal
year. This was mainly due to an increase of ¥891 million in retained earnings by the posting of net income attributable toshareholders of the parent company, despite a decrease of ¥286 million by the payment of dividends.
(Overview of Cash Flows)
Cash and cash equivalents (hereinafter referred to as “net cash”) as of the end of the consolidated second quarter
increased by ¥5,830 million compared with the end of the previous fiscal year to ¥16,533 million. Net cash provided by(used in) respective activities during the consolidated second quarter are as follows.
(Cash Flows from Operating Activities)
Cash flows from operating activities amounted to ¥2,478 million, compared to cash from operating activities of¥2,494 million for the prior fiscal year. This result was mainly due to profit before income taxes of ¥1,695 million,
decrease in trade receivables of ¥773 million, decrease in trade payables of ¥1,341 million.
(Cash Flows from Investing Activities)
Cash used in investing activities amounted to ¥591 million, compared to ¥365 million for the prior fiscal year. The
main cash inflow was ¥258 million in proceeds from refund of leasehold and guarantee deposits, while the main cash
outflow was due to ¥686 million in purchase of property, plant and equipment, ¥219 million in payments for asset
retirement obligations.
(Cash Flows from Financing Activities)
Cash used in financing activities amounted to ¥3,920 million compared to cash from financing activities of ¥2,057
million for the prior fiscal year. This result was mainly due to ¥6,500 million in cash proceeds from short-term loans,¥2,195 million in outlays for repayments of long-term loans payable, and ¥280 million in outlays for dividends paid.

(3) Discussion of consolidated results forecasts
As stated in Notice Regarding Results of the Tender Offer by Studio Cruise Co., Ltd. for Shares etc. and the Changes of
Parent Company and the Largest Shareholder as a Major Shareholder, published July 6, 2021, and Announcement ofExtraordinary General Meeting of Shareholders for Share Consolidation as well as Abolishment of Provision Concerning
Share Unit Number and Partial Amendments to the Articles of Incorporation, published July 30, 2021, the Company will
become a wholly owned subsidiary of Studio Cruise Co., Ltd. by means of a reverse stock split, subsequent to which said
shares are scheduled to be delisted. Accordingly, we have not provided a consolidated results forecast for the fiscal year
ending December 2021 herein.

32. Quarterly Consolidated Financial Statements and Major Notes(1) Quarterly consolidated balance sheets(Unit: thousand yen)
FY2020(December 31, 2020)

Q2 FY2021(June 30, 2021)

AssetsCurrent assets
Cash and deposits

10,813,819

16,601,084

Notes and accounts receivable - trade

13,222,465

11,971,312

Electronically recorded monetary claims - operating

3,562,775

4,047,647

8,267

7,117

Work in process

4,331,475

4,291,606

Other

1,108,034

900,373

Allowance for doubtful accounts(31,847)(19,484)

33,014,989

37,799,656

Land

3,593,652

3,593,652

Other

2,663,808

3,107,714

Total property, plant and equipment

6,257,460

6,701,366

Software210,209203,543

Goodwill

3,375,272

3,269,795

15,99423,7163,601,476

3,497,055

Investment securities

1,081,036

1,134,265

Deferred tax assets

1,533,026

1,101,411

Lease and guarantee deposits

1,661,033

1,425,264

Other

2,303,819

2,261,283

Allowance for doubtful accounts(770,326)(765,772)

Total investments and other assets

5,808,588

5,156,452

Total non-current assets

15,667,526

15,354,874

Total assets

48,682,515

53,154,531

Merchandise and finished goods

Total current assets
Non-current assets
Property, plant and equipment

Intangible assets

Other
Total intangible assets
Investments and other assets

4

(Unit: thousand yen)
FY2020(December 31, 2020)

Q2 FY2021(June 30, 2021)

Liabilities
Current liabilities
Accounts payable - trade7,144,690

5,814,018

Short-term loans payable－

6,500,000

Current portion of long-term loans payable

4,374,787

3,966,842

Advances received

720,753

1,385,298

Income taxes payable

172,515

418,591

Provision for bonuses

218,448

247,092

Other

2,112,543

1,943,926

Total current liabilities

14,743,739

20,275,769

Long-term loans payable

8,774,895

6,990,383

Long-term deposits received

3,501,199

3,501,199

Provision for directors' retirement benefits

259,435

259,435

Provision for management board incentive plan trust

247,750

237,406

Net defined benefit liability

343,303353,102

Asset retirement obligations

442,737

466,399

Other

Non-current liabilities

138,037

84,317

Total non-current liabilities

13,707,359

11,892,245

Total liabilities

28,451,099

32,168,015

Capital stock

5,000,000

5,000,000

Capital surplus

12,111,198

12,101,233

Retained earnings

4,217,210

4,821,917

Treasury shares(1,233,609)(1,222,772)

Total shareholders' equity

20,094,798

20,700,379

Valuation difference on available-for-sale securities(109,116)

12,674Foreign currency translation adjustment(59,597)(29,968)

Remeasurements of defined benefit plans

(231)

365

Net assets
Shareholders' equity

Accumulated other comprehensive income

Total accumulated other comprehensive income(168,945)(16,928)

Share acquisition rights

42,855

12,046

Non-controlling interests

262,707

291,019

Total net assets

20,231,415

20,986,515

Total liabilities and net assets

48,682,515

53,154,531

5

(2) Quarterly consolidated statements of income and statements of comprehensive income
Quarterly consolidated statements of income
Consolidated second quarter(Unit: thousand yen)
Q2 FY2020(January 1, 2020 –June 30, 2020)

Q2 FY2021(January 1, 2021 –June 30, 2021)

Net sales

24,367,278

29,025,206

Cost of sales

21,163,971

23,704,606

Gross profit

3,203,306

5,320,600

Selling, general and administrative expenses

4,084,431

3,633,643

Operating profit (loss)(881,125)

1,686,956

Interest income

1,541

3,111

Dividend income

7,448

5,011

Insurance return

32,971

55,917

Other

93,155

106,465

Total non-operating income

135,117

170,505

Interest expenses

41,60541,501

Commission fee
Share of loss of entities accounted for using equity
method80,64981,54990,577

15,557

Other

88,76350,174

Total non-operating expenses

301,595

188,782(1,047,603)

1,668,679

6,038

930

864

25,670

3

－

6,905

26,601

116,673

－

4,496

－

121,170－(1,161,867)

1,695,281

Income taxes - current

126,735

394,594

Income taxes - deferred(312,841)

386,268

Total income taxes(186,106)780,862

Profit (loss)(975,761)

914,418

Profit (loss) attributable to non-controlling interests(19,626)

23,038

Profit (loss) attributable to owners of parent(956,134)

891,379

Non-operating income

Non-operating expenses

Ordinary profit (loss)
Extraordinary income
Gain on sales of non-current assets
Gain on reversal of share acquisition rights
Other
Total extraordinary income
Extraordinary losses
Loss on change in equity
Other
Total extraordinary losses
Profit (loss) before income taxes

6Quarterly consolidated comprehensive statements of income
Consolidated second quarter(Unit: thousand yen)
Q2 FY2020(January 1, 2020 –June 30, 2020)

Profit (loss)

Q2 FY2021(January 1, 2021 –June 30, 2021)(975,761)

914,418

Valuation difference on available-for-sale securities(109,336)

121,791

Foreign currency translation adjustment(43,387)

35,141640

597(5,533)

101(157,617)

157,630

Comprehensive income(1,133,378)

1,072,049

Comprehensive income attributable toComprehensive income attributable to owners ofparentComprehensive income attributable to non-controllinginterests(1,108,089)

1,043,396(25,289)

28,652Other comprehensive income

Remeasurements of defined benefit plans, net of tax
Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income7(3) Consolidated statements of cash flows(Unit: thousand yen)
Q2 FY2020(January 1, 2020 –June 30, 2020)

Q2 FY2021(January 1, 2021 –June 30, 2021)

Cash flows from operating activities
Profit (loss) before income taxes(1,161,867)

1,695,281

Depreciation

398,219

327,846

Impairment loss

116,673－

Amortization of goodwill

169,174

105,477

Increase (decrease) in allowance for doubtful accounts(13,967)(19,111)

9,706

28,574

Increase (decrease) in provision for bonuses
Increase (decrease) in provision for retirement benefits for directors(and other officers)
Increase (decrease) in provision for share-based remuneration for
directors (and other officers)(8,590)－(13,811)(10,343)

Increase (decrease) in retirement benefit liability

23,3809,795Interest and dividend income(8,990)(8,122)Gain on maturity of insurance contract(22,737)(55,917)

Interest expenses

41,60541,501

Commission expenses

80,64981,549

Share of loss (profit) of entities accounted for using equity method

90,577

15,5577,201,404

773,147

162,236

50,571(4,624,825)(1,341,733)

Increase (decrease) in accounts payable - other(283,270)

219,687

Increase (decrease) in accrued consumption taxes(297,112)

3,009

Increase (decrease) in advances received

810,368

662,286

Decrease (increase) in other assets

49,49680,549

Increase (decrease) in other liabilities(154,224)(210,891)

Other, net

63,50058,657

Subtotal

2,627,595

2,507,371

Interest and dividends received

8,990

8,422

Proceeds from insurance income

5,070

938

Interest paid

(39,140)(41,374)

Income taxes (paid) refund(107,827)

3,204

Net cash provided by (used in) operating activities

2,494,688

2,478,563

Decrease (increase) in trade receivables
Decrease (increase) in inventories
Increase (decrease) in trade payables

8

(Unit: thousand yen)
Q2 FY2020(January 1, 2020 –June 30, 2020)

Q2 FY2021(January 1, 2021 –June 30, 2021)

Cash flows from investing activities
Purchase of property, plant and equipment(262,084)(686,180)

Proceeds from sales of property, plant and equipment

81,771

1,090

Purchase of intangible assets(13,863)(82,654)

3

34,987

Payments for investments in capital(155,407)(25,766)

Payments into time deposits(37,317)(43,358)

Proceeds from withdrawal of time deposits

4,617

91,862

Payments of leasehold and guarantee deposits(46,263)(23,251)

Proceeds from refund of leasehold and guarantee deposits

32,072258,933

Payments for asset retirement obligations－(219,334)

Proceeds from maturity of insurance funds

55,262

117,084

Other, net(24,761)(14,877)

Net cash provided by (used in) investing activities(365,972)(591,463)

Net increase (decrease) in short-term borrowings(3,200,000)

6,500,000

Proceeds from long-term borrowings

7,200,000－

Repayments of long-term borrowings(1,544,555)(2,195,412)(278,868)(280,353)(394)(12,057)

Payments from changes in ownership interests in subsidiaries that
do not result in change in scope of consolidation(10,843)－

Commission fee paid

(80,649)(81,549)

Other, net(27,182)(10,438)

Net cash provided by (used in) financing activities

2,057,506

3,920,189

Effect of exchange rate change on cash and cash equivalents(21,608)

23,088Net increase (decrease) in cash and cash equivalents

4,164,613

5,830,377

Cash and cash equivalents at beginning of period

9,060,407

10,703,205

Cash and cash equivalents at end of period

13,225,021

16,533,582

Proceeds from sales of investment securities

Cash flows from financing activities

Dividends paid
Purchase of treasury shares

9(3) Notes to quarterly consolidated financial statements(Notes on the premise of a going concern)
Not applicable.
(Notes in the event of significant changes in shareholders’ equity)
Not applicable.

10

(Segment information)
I. Q2 FY2020 (January 1, 2020 to June 30, 2020)
1. Information on operating revenue and operating profits or loss by reported segment
Reported segment
Contents
Production

Communication
DesignTotal(Unit: thousand yen)Amount posted
in the quarterly
Adjustments
consolidated(Note 1)statement ofincome(Note 2)

Operating Revenue
Outside customers
Inter-segment internal
revenue or transfers
Total

18,586,561

5,780,716

24,367,278－

24,367,278

684,547

145,109829,657(829,657)－

19,271,108

5,925,826

25,196,935(829,657)

24,367,278

Segment profit (loss)
836,953(338,829)
498,124(1,379,250)(881,125)(Note 1) Adjustments in segment profit of -¥1,379,250,000 include the elimination of inter-segment transactions of ¥49,155,000 andcorporate expenses of -¥1,428,405,000. Corporate expenses are mainly personnel expenses and expenses related to administrative
departments.
(Note 2) Segment profit has been adjusted with operating profit recorded in the quarterly consolidated statements of income.

2. Information on impairment loss on non-current assets by reported segment(Significant changes in goodwill)
Our Communication Design Business experienced a significant change in goodwill due to the recording of impairment of
goodwill. Goodwill decreased by ¥116,673,000 due to this event.
II. Q2 FY2021 (January 1, 2021 to June 30, 2021)
1. Information on operating revenue and operating profits or loss by reported segment
Reported segment
Contents
Production

Communication
DesignTotal(Unit: thousand yen)Amount posted
in the quarterly
Adjustments
consolidated(Note 1)statement ofincome(Note 2)

Operating Revenue
Outside customers
Inter-segment internal
revenue or transfers
Total

21,141,964

7,883,241

29,025,206－

29,025,206

670,952

77,946

748,899(748,899)－

21,812,917

7,961,188

29,774,105(748,899)

29,025,206

Segment profit
2,607,337
331,630
2,938,967(1,252,010)
1,686,956(Note 1) Adjustments in segment profit of -¥1,252,010,000 include the elimination of inter-segment transactions of ¥4,022,000 andcorporate expenses of -¥1,256,032,000. Corporate expenses are mainly personnel expenses and expenses related to administrative
departments.
(Note 2) Segment profit has been adjusted with operating profit recorded in the quarterly consolidated statements of income.

2. Information on changes in reported segment
The AOI TYO Group conducted a major reorganization on January 4, 2021. Under this reorganization, the group split off
a portion of the business of TYO Inc., a consolidated subsidiary, and conducted an absorption-type merger and tradename change among consolidated subsidiaries, with TYO Inc. and Digital Garden Inc. as the surviving entities. As aresult of this reorganization, we have shifted from a single Advertising Video Production Business segment to a dualsegment structures. This structure consists of the Content Production Business, handling traditional advertising video
production primarily for orders from advertising companies, and the Communication Design Business, handling designand execution of communication and focused on directly transacting with advertisers. Segment information for thesecond quarter of the previous consolidated fiscal year reflects the new reporting segment classifications.
11

3. Information on impairment loss on non-current assets by reported segment
Not applicable.
(Significant Subsequent Events)(Share Consolidation)
At a meeting held July 30, 2021, the AOI TYO board of directors resolved to submit a proposal for a reverse stock split
for approval at the extraordinary general meeting of shareholders (“Extraordinary Meeting”) scheduled for September 7,
2021.
1. Objectives of the Share Consolidation
As stated in an extraordinary report dated July 30, 2021, Studio Cruise Co., Ltd. (“Offeror”) conducted a tender offer(“Tender Offer”) for the Company's stock and stock acquisition rights with a tender offer period (“Tender Offer
Period”) of May 17, 2021 to July 5, 2021. As the Offeror was unable to acquire all of the Company's shares (excluding
treasury shares held by the Company) through the Tender Offer, the Company decided to implement a reverse stock
split procedure at the request of the Offeror to make the Offeror the sole shareholder of the Company. Specifically, andsubject to the approval of the shareholders at the Extraordinary Meeting, the Company will implement a shareconsolidation (“Share Consolidation”), whereby 3,900,000 shares of the Company's common stock will beconsolidated into one share. As a result of the Share Consolidation, the number of shares held by shareholders otherthan the Offeror is expected to be a fractional share.
2. Consolidation Ratio
The Company will conduct a share consolidation; 3,900,000 shares of Company common stock into one share.
3. Total Number of Issued Shares after Effective Date
6 Shares4. Total Number of Issued Shares Issuable on Effective Date
24 Shares
5. Method of Treatment of Fractional Less Than One Share (If Any) and Amount Expected to Be Delivered toShareholders after Such Treatment
As stated in 1. Objectives of the Share Consolidation, above, as a result of the Reverse Split, the number of Company
shares held by shareholders other than the Offeror is expected to be a fractional share.
Fractional shares resulting from Share Consolidation will be sold as an amount of shares equivalent to the total of said
fractional shares (rounded down for any remaining fractional shares), and the proceeds of the sale will be paid toshareholders in proportion to their fractional holdings. With respect to said sale, the Company intends to sell Company
shares to the Offeror in an amount equivalent to the total number of fractional shares, with the permission of the courtsin accordance with the provisions of Article 234-2 of the Companies Act as applied mutatis mutandis pursuant to
Article 235-2 of the same Act.
If permission for the sale is granted by the courts as planned, the price for said sale will be delivered in cash in an
amount equivalent to the number of Company shares held by shareholders multiplied by ¥900, which is the same priceas the Tender Offer

6. Schedule of Share Consolidation
12

(1) Date of resolution by board of directors:(2) Date of the Extraordinary Shareholders' Meeting: September 7, 2021

July 30, 2021

(3) Effective date of Share Consolidation: September 30, 2021 (Planned)

7. Impact on Per-Share Information
The following shows per-share information for the first half of the previous fiscal year and the first half of the current
fiscal year based on the assumption that the Share Consolidation was implemented at the beginning of the previous
fiscal year.

Net income (loss) per share

Q2 FY2020(January 1, 2020 –June 30, 2020)

Q2 FY2021(January 1, 2021 –June 30, 2021)(¥159,355,797.83)¥148,563,305.00

8. Plans for Delisting
If the procedures above are conducted as scheduled, the Company's shares will be subject to the criteria for delistingfrom the First Section of the Tokyo Stock Exchange. In this event, the Company's shares will be designated as
securities to be delisted between September 7, 2021 to September 27, 2021, after which the shares will be delisted on
September 28, 2021.
(Cancellation of Treasury shares)
At a meeting held July 30, 2021, the Company’s board of directors resolved to cancel treasury shares held by theCompany in accordance with the provisions of Article 178 of the Companies Act.
1. Reasons for the Cancellation of Treasury Shares
As stated in the opinion report dated May 17, 2021, the Offeror intends to make the Offeror the only shareholder of theCompany. Therefore, the Company has decided to cancel treasury shares held by the Company pursuant to theprovisions of Article 178 of the Companies Act.
2. Cancellation Details(1)Type of shares to be cancelled:

AOI TYO Holdings Inc. common stock(2)

Total shares to be cancelled:

1,082,069 shares(sum of 676,569 shares of treasury stock as of June 30, 2021, and 405,500
shares held by the Company's board benefit trust (BBT), which theCompany intends to acquire without consideration by September 29, 2021)(3)

Cancellation date:

September 29, 2021

(4)

Cancellation method:

Reduction of capital surplus

The cancellation of the treasury stock is subject to the approval as proposed of the Share Consolidation at theextraordinary general meeting of shareholders, as well as the Company's acquisition of the Company shares owned by theboard benefit trust (BBT) without consideration by September 29, 2021.

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