March 6, 2017
To Whom It May Concern

Company name: Broadleaf Co., Ltd.
Representative: Kenji Oyama,
Representative Director, President and CEO(Code No.: 3673 First Section of the Tokyo Stock Exchange)
Contact: Kenichi Yamanaka,
Director, Executive Vice President and COO(TEL: +81-3-5781-3100)

Notice of Entering into a Basic Agreement concerning the Acquisition of Shares inTajima Incorporated

The Company announces that a meeting of its Board of Directors held on March 6, 2017 has
adopted a resolution determining to enter into a basic agreement with the shareholder of Tajima
Incorporated (“Tajima”) to make it a wholly-owned subsidiary by acquiring all of its shares
outstanding. Details are as follows.

1.

Reasons for the share acquisition
The Company has set as its medium term management policy to “evolve into acomprehensive service company that supports rich car life” and has continued to growsustainably through offering and providing services that are attractive from the carowner’s point of view, together with customers in the automotive aftermarket related
businesses. Tajima, meanwhile, under its slogan “the future of cars, honest support,”
has provided high-quality services in the same industry with the Company.
Although both the Company and Tajima operate in the same industry, they each specialize
in different customer segments, and by bringing Tajima into the Company’s group tocollaboratively develop a business cooperation framework, the Company believes it will
be able to offer a satisfying service to a broader range of customers than ever before.

1Having such expectations in mind, the Company determined that the transaction will
improve its corporate value and entered into the basic agreement with the shareholder ofTajima for the potential acquisition of shares.

2.

Outline of Tajima(1)Company nameTajima Incorporated(2)

Location

4-3, Katamachi, Shinjuku-ku, Tokyo(3)

Title and name of

Koichiro Takahashi, Representative Director

representative(4)

Business operation

R&D and sale of software(5)

Capital stock

50,000,000 yen(6)

Date of Foundation

December 4, 1997

(7)

Major shareholder(s)and its/theirshareholding ratio

Koichiro Takahashi(8)

Relationship, etc.
between theCompany andTajima

Capitalrelationship

N/A

Personnel
relationship

N/A

Businessrelationship

N/A

100%

Related Party N/A (Tajima is not the Company’s relatedRelationships party.)(9)

Operating results and financial status of Tajima for the recent three years (Note)Fiscal year

Ended September Ended September Ended September
2014
2015
2016

Net assets(223,541,000) yen(335,562,000) yen

Total assets

1,259,029,000 yen

1,310,612,000 yen 1,698,046,000 yen

Net assets per shareSales(223,541) yen
3,479,268,000 yen

2(335,562) yen(96,130,000) yen(96,130) yen

3,141,199,000 yen 3,371,994,000 yen

Operating income

145,891,000 yen(143,376,000) yen

227,052,000 yen

Ordinary income

174,414,000 yen(90,356,000) yen

272,911,000 yen

Net income(157,599,000) yen(112,021,000) yen

239,432,000 yen(157,599) yen(112,021) yen

239,432 yen---

Net income per share
Dividend per share
Note:

3.

The figures above are not audited by any auditing firms.

(Figures in parentheses indicate negative.)

Outline of the party from whom the Company will acquire shares
(1)

Name

Koichiro Takahashi(2)Address

Sagamihara-shi, Kanagawa(3)

Relationship between the N/A (No relationship exist in terms of capital, personnel,
Company and the individual business, or other transaction.)

4.

Number of shares to be acquired, purchase price, shareholding before and after theacquisition(1)

Number of shares held 0 share
before the acquisition(Number of voting rights: 0)(Percentage of total votingrights: 0.00%)(2)

Numberofshares 1,000 shares
expected to be acquired (Number of voting rights: 1,000)(3)Expected purchase priceOrdinary shares of Tajima
Advisory and other expenses(estimated)
Total (estimated)(4)

Numberofshares 1,000 shares
expected to be held after (Number of voting rights: 1,000)
the acquisition(Percentage of total voting
rights: 100.00%)

3

1,670,000,000 yen
100,000,000 yen

1,770,000,000 yen

5.

6.

Schedule of the share acquisition
March 6, 2017

Execution of the basic agreement

The last third of March 2017

Board of Directors’ meeting to approve a sharepurchase agreement (planned)

The last third of March 2017

Execution of the share purchase agreement(planned)

In April 2017

Closing (share purchase; planned)

Outlook
The impact of the share acquisition on the Company’s business results is being examined.
The Company will promptly announce the outcome of the examination as soon as it isavailable.

4