July 19, 2019

To whom it may concern
TOKAI Holdings Corporation
Katsuhiko Tokita, President & CEO(Code No. 3167 Tokyo Stock Exchange First Section)

Notice of Acquisition of Shares of AM’s Brain Inc. (Transfer to ConsolidatedSubsidiary)
TOKAI Holdings Corporation (hereinafter “TOKAI Holdings”) announces that TOKAI Communications
Corporation (Headquarters: Shizuoka City, Shizuoka Prefecture; President & CEO: Yasuhiro Fukuda;
hereinafter “TOKAI COM”), a wholly owned subsidiary of TOKAI Holdings, has concluded a sharepurchase agreement to acquire shares of AM’s Brain Inc. (Headquarters: Kita-ku, Okayama City, Okayama
Prefecture; President & Representative Director: Takahito Ishida; hereinafter “AM’s Brain”) (hereinafter“Share Acquisition”), and transferred the company to a consolidated subsidiary as stated below.

1． Purpose of Acquisition of Shares
Speed of environmental changes and technological innovation surrounding the field of information andcommunications are significant these days. In particular, digitization of companies have brought aboutbusiness model reforms, and customers’ needs have also become more diversified and complicated. To
respond to them and to achieve sustainable growth, promotion of digital transformation (DX)* is becoming
important. Under such circumstance, TOKAI COM offers wide range of services in the field of informationand communications, from individuals to corporates, as a one-stop service company expanding as atriumvirate of networks, data centers, and system development. Optimum solutions to corporate customers
are provided by utilizing the company-owned data centers and fiber-optic networks, actively proceeding withadvanced technologies such as cloud computing, AI, and IoT against the backdrop of technology andknow-how cultivated over the years.
AM’s Brain, through AM’s Unity Inc. (Headquarters: Kita-ku, Okayama City, Okayama Prefecture;
President & Representative Director:Takahito Ishida; hereinafter “AM’s Unity”) which is its subsidiary, is
carrying out information service business in Okayama Prefecture with entrusted development of softwareand system operation and maintenance as its core. By making use of know-how and resources obtained
through business development in the region over the years, AM’s Brain has established stable businessresults.
Execution of Share Acquisition was decided this time under the judgement that, mutual utilization ofbusiness resources of TOKAI COM and AM’s Brain will strengthen the development structure of theinformation and communications business, create synergies mainly in the company-owned data center inOkayama Prefecture, and thus lead to the medium-to-long term improvement of corporate values of bothcompanies. Going forward, by leveraging the strengths of the two companies and further expanding thebusiness areas, diversified customer needs will be responded with promptness and flexibility, and promotionof digital transformation (DX) supported with a view toward sustainable growth of the two.

*Digital Transformation (DX)Use of data and digital technologies by companies to respond to the intense environmental changes in business;
products, services, business models, as well as business itself, organization, process, and corporate culture arereformed based on the needs of customers and society to establish competitive predominance.

2． Overview of AM’s Brain Inc. and AM’s Unity Inc.
(1)
Company Name
AM’s Brain Inc.
(2)
Location
1201-1 Kitanagase, Kita-ku, Okayama City, Okayama Prefecture
Name and position of(3)President & Representative Director Takahito Ishida
representative(4)Business activities
Entrusted development and sales of software(5)
Capital10 million yen(6)
Establishment date
April 1989
Major
shareholders Akira Matsumoto89%(7)
and shareholding ratio Junichi Matsumoto10%(as of July 17, 2019)
Takahito Ishida
1%
CapitalNot applicable
Relationship between relationshipthe listed company Personal(8)
Not applicableandtherelevant relationshipcompany
Business
Not applicable
relationship(9)Business results and financial condition of the relevant company of the latest three years
Accounting period
FYE3/17 (yen)FYE3/18 (yen)FYE3/19 (yen)
Net Assets
31,000,000
30,000,000
30,000,000
Total Assets
34,000,000
33,000,000
33,000,000
Net Assets per Share
154,000
152,000
150,000
Net Sales
0,000
0,000
0,000
Operating Profit(4,663,000)(433,000)(176,000)
Ordinary Profit
43,398,000(329,000)(164,000)
Net income(40,230,000)(536,000)(235,000)
Net income per Share(201,000)(3,000)(1,000)
Dividend per Share
(1)
(2)
(3)
(4)
(5)
(6)
(7)

Company Name
Location
Name and position ofrepresentative
Business activities
CapitalEstablishment date
Major
shareholders
and shareholding ratio(as of July 17, 2019)

AM’s Unity Inc.
1201-1 Kitanagase, Kita-ku, Okayama City, Okayama Prefecture
Chairman & Representative Director Akira Matsumoto
President & Representative Director Takahito Ishida
Entrusted development of software, system operation and maintenance10 million yen
March 2007
AM’s Brain Inc.

100%

CapitalNot applicable
relationship
Personal
Not applicable(8)
relationship
Business
Not applicable
relationship
Business results and financial condition of the relevant company of the latest three years(9)
Accounting period
FYE12/16 (yen)FYE12/17 (yen)FYE12/18 (yen)
Net Assets
177,000,000
184,000,000
190,000,000
Total Assets
199,000,000
204,000,000
206,000,000
Net Assets per Share
177,000
184,000
190,000
Net Sales
188,000,000
209,000,000
180,000,000
Operating Profit(19,000,000)
11,000,000(7,000,000)
Ordinary Profit(1,000,000)
11,000,000
9,000,000
Net income(1,000,000)
6,000,000
6,000,000
Net income per Share(1,000)6,000
6,000
Dividend per Share
Relationship between
the listed company
andtherelevantcompany

3． Overview of Counterparty of Share Acquisition(1)
Name
Akira Matsumoto, Junichi Matsumoto
Kurashiki City, Okayama Prefecture; Kurashiki City, Okayama(2)
Address
Prefecture
Relationship between
There is no significant capital, personal, and business relationships to be(3)listed company andnoted.
relevant individual
4． Number of Shares to be Acquired and Number of Shares Held Before and After Transfer
Zero share
Number of shares held
(1)
(Number of voting rights: zero)
before transfer(Ownership ratio: 0%)
198 shares
Number of shares(2)(Number of voting rights: 198)
acquired(Ratio to number of shares issued: 99%)
198 shares
Number of shares held
(3)
(Number of voting rights: 198)
after transfer(Ownership ratio: 99%)
5． Schedule(1)
Contract Date
June 27, 2019(2)
Sharesubscription
July 18, 2019
execution date
6． Future Outlook
TOKAI Holdings acknowledges that impact of this matter to the consolidated financial results for the fiscal
year ending in March 2020 is insignificant.

Contact: Yoshihiro Taniguchi
Public Relations and Investor Relations Office
TEL: +81-(0)3-5404-2891
Email: overseas_IR@tokaigroup.co.jp