FY2024 Q1 Financial Results

May 14, 2024
Frontier Management Inc. (FMI)TSE Prime Market: 7038

Table of Contents

Section 1

FY2024 Q1 Financial Results and Company-wide Overview

Section 2

Consulting Businesses Overview

Section 3

M&A advisory Business Overview

Section 4

Investment Business Overview

Appendix

Corporate Profile

1Section 1

FY2024 Q1 Financial Results and Company-wide Overview

FY2024 Q1 Financial Results and Company-wide Overview

Summary: Frontier Management Group Consolidated Financial Statement[Entire Group]

EntireGroup- In Q1 of FY2024, net sales and operating income were 81% and 13% of the levels a year earlier, respectively.
- Net sales of the M&A Advisory Business are highly volatile because of its nature as a success-fee-based business, resulting in a significant
decrease in net sales this Q1 from a year ago when success fees for large M&A deals were recorded.
On the other hand, the order backlog in the M&A Advisory Business has remained high as of April 2024, and given the expected level ofsuccess fees from Q2 onwards, there is no change to the outlook for achieving the annual sales budget.
- The Management Consulting Business and the Revitalization Support Business maintained an upward trend. Combined, both businesses
achieved record high net sales for all quarters.
- The number of employees at the end of March 2024 was 421, including new graduates who joined the Company in April. A net increase of
52 from the end of FY2023. This represents progress of 74% toward achievement of the FY2024 personnel expansion plan of 70 employees.
- Frontier Capital Inc. (FCI) completed investment in one company in March (cumulative number of investments is two). It continues its
activities in line with its investment plan.
(JPY Mil.)

2023
Q1
Results
Net sales
Operating income(Operating income margin)
Ordinary income(Ordinary income margin)
Net income attributable toowners of parent(Net income margin attributableto owners of parent)

2024
Q1
Results

YoY change(amount)

YoY change(ratio)FY2024Rate ofachievement
Forecasts(Feb. 14, 2024) of Forecast

2,653
480
(18%)
478
(18%)

2,161
63
(3%)
72
(3%)

△493
△417
(△15%)△406(△15%)

81%
13%
－
15%
－

13,000
1,620
(12%)
1,570
(12%)

17%
4%
－
5%
－

260

13

△248

5%

1,000

1%

(10%)

(1%)

(△9%)

－

(8%)

－
3

FY2024 Q1 Financial Results and Company-wide Overview

Summary: Consolidated Results for Frontier Management Group [Excluding FCI]

Excluding
FCI

On a "Consolidation excluding FCI" basis, net sales and operating income were 81% and 28% of the levels a year earlier, respectively, due to theimpact of quarterly fluctuations in net sales of the M&A Advisory Business.

(JPY Mil.)

2023
Q1
Results
Net sales

Operating income(Operating income margin)
Ordinary income(Ordinary income margin)
Net income attributable toowners of parent(Net income margin attributableto owners of parent)

2024
Q1
Results

YoY change(amount)

YoY change(ratio)FY2024Rate ofachievement
Forecasts(Feb. 14, 2024) of Forecast

2,650
580
(22%)
590
(22%)

2,155
159
(7%)
170
(8%)

△495
△421
(△14%)△420(△14%)

81%
28%
－
29%
－

11,800
1,870
(16%)
1,860
(16%)

18%
9%
－
9%
－

371

111

△260

30%

1,340

8%

(14%)

(5%)

(△9%)

－

(11%)

－

4

FY2024 Q1 Financial Results and Company-wide Overview

EntireGroup

Net Sales by Business [Entire Group]Management Consulting Business:
Revitalization Support Business:

M&A Advisory Business:
Investment Business:(JPY Mil.)

2,700
2,400
2,100

Maintained an upward trend in net sales, achieving 108% of the level a year earlier.
Marked record high net sales for this business.
Grew to net sales of 103% of the level a year earlier due to the upward trend in rehabilitation events fromthe end of FY2022.
Net sales were only 37% of the level a year earlier when there had been a large success fee income(approx. JPY 500 million).
Completed an investment project in one company in March (two companies in total).
Consulting income from portfolio companies will contribute to earnings from Q2 onwards.

75

3

902

1,800
1,500

379

39 5
331
392

1,200

Other businesses(Component ratio 1.8%, YoY change (ratio) 53%)
M&A advisory business(Component ratio 15.3%, YoY change (ratio) 37%)
Revitalization support business(Component ratio 18.1%, YoY change (ratio) 103%)

900
600

Investment business(Component ratio 0.3%, YoY change (ratio) 198%)

1,292

1,391

2023 / 1Q

2024 / 1Q

Management consulting business(Component ratio 64.4%, YoY change (ratio) 108%)

300
0

(FY)
* "Revitalization support business" means the business of assisting corporations in financial difficulties to develop a revitalization plan for the purpose ofstabilizing their business and coordinating their interests with financial institutions, in order to request financial support from financial institutions such as
repayment deferment or debt forgiveness. It also involves assisting in the execution of the revitalization plan.

5

FY2024 Q1 Financial Results and Company-wide Overview

EntireGroup

Overview of Consolidated Statements of Income [Entire Group]

Due to the impact of quarterly fluctuations in net sales in the M&A Advisory Business, both net sales and income decreased year on year.
(JPY Mil.)

2023
Q1
Results
Net sales

Operating expenses
Outsourcing
Personnel
Recruiting
OthersOperating income
Ordinary income
Net income before tax

Net income attributable to owners of parent
Depreciation and amortization
EBITDA

2024
Q1
Results

YoY change(amount)

YoY change(ratio)

2,653
2,173

2,161
2,098

△493
△75

81%
97%

267
1,415
82
408

257
1,281
130
428

△11
△133
+49
+20

96%
91%
159%
105%

480
478
478
260
25
505

63
72
72
13
25
88

△417
△406
△406
△248
△0
△418

13%
15%
15%
5%
99%
17%

565
20
-

159
6
0

△407
△14
-

28%
31%
-

[Reference]
FMI non-consolidated operating income
Cerbrain operating income
Equity in earnings (losses) of affiliates in Athema

6

FY2024 Q1 Financial Results and Company-wide Overview

EntireGroup

Overview of Consolidated Balance Sheets [Entire Group]- The balance of cash and deposits decreased due to FCI‘s investment. However, since the acquired securities are categorized as current
assets, there is no impact on the balance of current assets including cash. Current assets decreased overall, reflecting a decline in the balanceof cash and deposits due to the payment of bonuses, dividends, and taxes.
- Current liabilities decreased overall due to a decline in accruals and reserves for taxes and bonuses recorded at the end of the previous fiscal
year, despite short-term borrowings to pay bonuses.
- Shareholders' equity decreased due to the payment of dividends.
(JPY Mil.)End ofDecember 2023
Current assets
Non-current assets
Deferred assets
Total assets
Current liabilities
Non-current liabilities
Shareholders’ equity
Other net assets
Total liabilities and net assets
Cash and deposits
Interest-bearing debt
Net debt

8,159
2,709
5
10,874
2,569
1,483
3,699
3,122
10,874
5,838
1,589△4,249End ofMarch 2024

7,284
2,686
5
9,976
2,147
1,424
3,255
3,150
9,976
3,928
2,129
△1,798YoY change(amount)

△875
△22
△0
△898
△422
△59
△445
+28
△898
△1,910+541+2,451

YoY change(ratio)

89%
99%
92%
92%
84%
96%
88%
101%
92%
67%
134%
42%
7

FY2024 Q1 Financial Results and Company-wide Overview

EntireGroup

Trend in Number of Personnel

The number of employees at the end of March 2024 was 421, including new graduates who joined the Company. A net increase of 52 from theend of FY2023. This represents progress of 74% toward achievement of the FY2024 personnel expansion plan of 70 employees.

Trend in Number of Personnel at End of Period

Frontier Capital
Celebrain
Frontier Management Inc.

289
8
21

238

309
9
21

279

336

335

10
22

11
19

343
13
21

421

360
14
21

369

369

12
24

13
26

304

305

309

325

333

330

439

13
31

377

249

254

257

260

+5%

+2%

+1%

+1%

+7%

+9%

+0%

+1%

+5%

+2%

-1%

+14%

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q +
New
graduates
2024(Persons)(Rate of change fromthe previous quarter)

1Q
(FY)

2021

2022

2023

2024
Plan
8

FY2024 Q1 Financial Results and Company-wide Overview

EntireGroup

Shareholder Return Policy

Our basic dividend policy remains to pay stable dividends while securing the retained earnings necessary to expand our future businesses andstrengthen our management structure. Specifically, our dividend payout ratio is targeted at 40% of net income attributable to owners of parent,
and we determine dividends based on net incomes resulting from cash-backed gains and losses and excluding accounting gains and losses on
FCI that do not involve cash flows and the impact of unrealized losses on investment securities.
Although we haven’t announced the forecast of dividend due to the possibility of financial result change in FY2024, if we calculate dividends
based on the financial forecast announced on 14th February 2024, the dividend would be JPY 46/share. *1

Trend in Dividends

Annual dividends (JPY per share)Trialcalculation

50
40
30

41

20

10

23

46

28

24
10

0

2019

2020

2021

2022

2023

2024

ー
Dividend payout ratio (Entire group) 30.5%

ー
32.5%

ー
33.7%

40%
57.5%

40%
60.7%

40%
53.9% *2

Dividend payout ratio (Excluding FCI)FY

*1: This calculation does not assure the amount of our dividends but is a trial calculation based on certain assumptions*2: For FY2024, we expect FCI‘s performance to improve compared to the previous fiscal year, and thus the dividend payout ratio for the Entire Group will decline compared with that in the previous year.
(Dividend payout ratio 40% on a "Consolidation Excluding FCI" basis remains unchanged)

9

FY2024 Q1 Financial Results and Company-wide Overview

Shareholder Special Benefit Plan

Frontier Management Inc.
Premium Benefits ClubFirst,

register asa member.
Please register as amember from thiswebsite.

You can saveExchange

points.

for preferential
products.

You can save points
according to the numberof shares you hold andthe period over which
you have held them.

Exchange saved points
for preferential
products.

In December 2023,
we enhanced the shareholders
benefit point system to return more
profits to our shareholders!
See here for more details.

More than 5,000 types of preferential products10Section 2

Consulting Businesses Overview

Consulting Businesses Overview

Quarterly Net Sales Trends by Business [Consolidation Excluding FCI, Consulting Businesses]
Combined, the Management Consulting Business and the Revitalization Support Business recorded record high net sales for all quarters.
(JPY Mil.)

2,000
1,8001,773 1823
1,748
1,659

Other businesses

1,800

Revitalization support business

1,600

392

Management consulting business
1,400

1,266

1,190

1,200

1,051 153

1,000
800

600
400
200

1,3401,343

525 547
102

126

464

73

579 580 592

540 568
121 53361 385 374 400

445
64

443

381 39352

349 30330

459

100 6149635
40

589 600
65

98

698

661
530 99

581

766

811

298
138 226

887

776
230

325 373447 480

509

214
212

918

543

440

529 504 485

649

715

631

530 369

1,170 128
77

307

131

896

567

370

167

104

65

470 451 449

857

203

41

574

940

89

379

1,173
1,137
1,052
1,026
990

1,323
1,2931,252
1,216

1391

727

0
(FY)

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2015

2016

2017

2018

2019

2020

2021

2022

2023

2024
12

Consulting Businesses Overview

Weekly Trend in Total Value of Orders Received which will be Recognized as Net Sales during
Current Fiscal Year [FMI Non-consolidated, Consulting-related Businesses]
Remaining at the same level as the previous fiscal year.

(JPY Mil.)（百万円）

Consulting
Businesses :コンサルティング系事業：当期売上高（Net売上高*）となる受注額合計の週次推移
Weekly Trend in Total Value of Orders Received which will be Recognized as Revenue (Net Sales*) during Current Fiscal Year

8,000

7,000
6,000

2023
2023年

5,000

2022
2022年
2021
2021年

4,000

2024年
2024

3,000

2000年
2020

2,000
1,000

Week
第
19

Week
第
22

22

Week
第
25

25

Week
第
28

28

Week
第
31

31

Week
第
34

34

Week
第
37

37

Week
第
40

40

Week
第
43

43

Week
第
46

46

Week
第
49

49

Week
第
52

週

週

週

週

週

週

週

週

週

週

週

週

週

週

週

* Net sales exclude outsourcing costs and project referral fees

52

Week
第
16

19

Week
第
13

16

週

Week
第
10

13

週

Week
第
7

7

週

Week
第
4

4

1

Week
第
1

10

0

13

Consulting Businesses Overview

Trends of project fees (Commission fee size) in Consulting Businesses[FMI Non-consolidated, Consulting Businesses]
The ratio of projects more than JPY 50 Million increased (+3.4% from FY2022 to FY2024)

Composition of project fee sales of Consulting Businesses based on contract year*

FY2022

FY2024 Q1

FY2023＞JPY 100 Mil＞JPY 100 Mil

25.7%

JPY 50 Mil to
JPY 100 Mil

14.0%

9.3%

＞JPY 100 Mil

28.9%

52.5%

60.2%
18.7%
＜JPY 50 Mil

JPY 50 Mil to
JPY 100 Mil

JPY 50 Mil to 33.9%
JPY 100 Mil＜JPY 50 Mil

56.8%＜JPY 50 Mil*Portion of each project fee category is calculated by summing up all commission fees of each project based on the year (quarter) when the consulting contracts were entered into. For
example, in Q1 2024, the value of project fees coming from contracts that are signed during this quarter and contain total commission fees of less than JPY50MM is 56.8% of total
project fees agreed during this term. The total commission fees will be realized over the period of the projects which are sometimes longer than the year (quarter) period shown
above, and thus the total net sales of the Company do not match to the total fees shown in the above charts.

14Consulting Businesses Overview

Enhancement and Strengthening of Solutions: Trend in Net Sales Solutions[FMI Non-consolidated, Consulting Businesses]
New solutions continues to grow, exceeding the same period of the previous year showing a significant growth.
(JPY Mil.)

800
700
600
500
400

+16%
SR/IR and ESG support
DX consulting
Cross-border consulting
GRC(Governance, risk management, compliance)
Human capital management

300
200
100
0
(FY)

1Q
2021

2Q

3Q

4Q

1Q
2022

2Q

3Q

4Q

1Q
2023

2Q

3Q

* From Q1 of FY2024, the category has been revised as follows:- “Manufacturing reform implementation support” has been deleted (as the number of projects has increased, it has been repositioned as part of our regular service menu).
- “Cross-border management execution support” and “D&I support” have been revised to “Cross-border consulting” and “Human capital management”,
respectively (expanding the scope of services and clarifying their positioning as new solution services).

4Q

1Q
2024

15

Consulting Businesses Overview

Enhancement and Strengthening of Solutions: Strengthening of organization for
Revitalization Support Business [FMI Non-consolidated, Consulting Businesses]
The number of bankruptcies are increasing in 2024 continuously. To meet the demands, FMI is strengthening the organization for
Revitalization Support Business.

Strengthening of organization
to meet demands and expand businesses

Number of bankruptcies（Projects）

Increase inbankruptcies

10,000
9,000

8,000
7,000
6,000

9,216
8,036

8,354

8,497

7,809
6,015

6,376

Yearlyconverted*1

Financial
institutions
Salespersons
in charge

FY20238
persons

FY2024 Q1
10persons

5,000
4,000
3,000
2,000
1,000

Bankruptcies following slump insales, labor shortages, zero-interest
loans with no collateral, etc.

Revitalization
Businessrelated
divisions*2

FY202385
persons

FY2024 Q1
100
persons0

2019 2020 2021 2022 2023 2024
year 2018
Jan-Mar
Source：Teikoku Databank*1：Number of FY2024 is calculated by multiplying the number of Q1 projects by 4
*2： Number of personnel in Revitalization Support Business and the related M&A advisorydivisions16

Consulting Businesses Overview

Enhancement and Strengthening of Solutions: Strengthening Cross-border
Registration of the Paris branch was completed in February 2024. Our global network has been strengthened by increasing the number of
personnel by one person in France and one person in the Netherlands in April 2024.

Category

M&A
The
Company
Consulting and
PMI

M&A

China

ASEAN

Americas

FY2011
Established FrontierManagement(Shanghai) Inc.

FY2012Singapore Branch

FY2017
New York Branch

FY2011Same as above

FY2023
Assigned Senior
Consultant toSingapore Branch

EuropeThe Paris branch was
opened in February 2024.
A senior consultant was
assigned to France and theNetherlands in April 2024.

Investment in FY2023
FY2019Joined the CFI Group

Alliance
Consulting and
PMI

Business alliancein FY2023

17

Section 3

M&A Advisory Business Overview

M&A Advisory Business Overview

Quarterly Net Sales Trends of M&A Advisory Business
Regarding M&A Advisory Business, as there were many projects completed in 2023 Q4 and only a few projects were carried over to 2024 Q1,
M&A Advisory Business revenue resulted in low level in Q1 2024 as is equal to FY2021 Q3 level.
（JPY Mil.）

1,000
900
800
700
600
500

958

914

859

400

757

300

554

200
299

347

392

534
371

254

100

314

359

374 403

358

435

680

659

629

612

981

903

663

578 577

513

416
277

476

472

403
315 302

335

331

259

0
（FY）

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2015

2016

2017

2018

2019

2020

2021

2022

2023

2024
19

M&A Advisory Business Overview

Order Backlog in M&A Advisory BusinessAlthough net sales for the Q1 of 2024 remained low, the order backlog of projects as of the end of March increased approximately 18% on
a year on year basis. It reached the highest level since 2022.

Trends in Order Backlog at End of Period and Net Sales in M&A Advisory Business(JPY Mil.)

3,500

Order backlog at end of term
期末受注残高（国内案件）

Order backlog at end of term
期末受注残高（クロスボーダー案件）(Projects in Japan)

3,000(Cross-border projects)

3,054

Net sales
売上高

Share of crossborder projects

2,776 2,792

55.6%

1,922

1,881
1,600 1,581

1,500

2,125
1,742

2,141

2,126 2,106

1,981 1,990

1,356 1,352

2019

2020

2,152 1,949

1,711

1,674

1,413

2,533

+18%

2,356

2,500
2,000

Stricter project
management

1,353

1,133

1,000
500
0
(FY)

2018
1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2021
2Q

3Q

4Q

1Q

2022
2Q

3Q

4Q

1Q

2023
2Q

3Q

4Q

1Q

2024
2Q

3Q

4Q

1Q

* The order backlog indicates the total amount of advisory fees for projects that are currently being executed (orders received) with advisory contracts already concluded between the clients and theCompany for M&A advisory services. Total amount of expected advisory fee incomes from the so-called project pipeline. Even if such orders are recorded in the backlog as shown above, not all ofthem will result in the Company's net sales, or the timing of fee income is not fixed. Depending on the progress of projects, some projects may be postponed in the middle, or some projects may
end up in an unsuccessful manner (and therefore will not be realized as the Company's net sales). Share % of cross-border projects in the M&A order backlog is shown from the Q3 of 2023
(Note: "Cross-border project" means that either the customer or the counterparty is a foreign company).

20

M&A Advisory Business Overview

Trends of projects fees (Commission fee size) in M&A Advisory BusinessAlthough 2024 passed only three months, compared to the past, commission fees of M&A Advisory Business are shifting to a higher level.

Composition of project fee sales of M&A Advisory Business based on project completion (success fee realization year)*

FY2022

FY2024 Q1

FY2023＞JPY 300 Mil＜JPY 100 Mil

19.0%

23.8%

29.6%
＜JPY 100 Mil

42.9%
57.1%

JPY 100 Mil to
JPY 300 Mil＜JPY 100 Mil

76.2%
51.4%

＞JPY 300 Mil

JPY 100 Mil to
JPY 300 Mil*Portion of each advisory fee category is calculated by summing up all advisory fees of each project based on the year (quarter) when the success fees are paid to the Company(mostly the completion of projects). For example, in Q1 2024, the value of advisory fees coming from projects in which success fees were paid to the Company and the total amountof fees exceed JPY 3MM is 76.2% of total advisory fees realized during this term. The total advisory fees will be realized over the period of the projects which are sometimes longer
than the year (quarter) period shown above, and thus the total net sales of the Company do not match to the total fees shown in the above charts.

21

M&A Advisory Business Overview

M&A Advisory Project ～Cross border M&A collaborating with Paris branch
One M&A project under our collaboration between FMI Tokyo and Paris branch was announced successfully on 1st April.

Our strategy for Europe

M&A Advisory Business results in 2024

 Expanding cross border M&A advisory network✓ To provide cross border consulting and M&A advisory
especially in Europe, North America and ASEAN,
expanding alliance network with other M&A advisory
firms.

 Sodick signed a capital and business alliance agreementwith Prima Additive S.r.l (Announced on 1st April 2024)

 Strengthening global organization✓ To develop Europe market through Athema/Paris branch✓ To hire local people and send employees in foreign
branches Optimized advisory scheme for each client✓ To combine highly skilled expertise in both Japan andglobal branches and provide the best solutions for theclients

Seamless
Global deal executions
Athema/FMI Paris Branch
Expanding our services
by strengthening
FMI global network

Frontier Management

Source：CFI HP

22

Section 4

Investment Business Overview

Investment Business Overview

Investment Business of Frontier Capital
Of JPY 15 billion planned to be raised as investment funds, JPY 4 billion has already been raised. FMI/FCI are aiming to expand the investment
business expanding the field on three axes.

Capital raising plan

Portfolio strategy for medium- andlong-term expansion

Already raised
Own fundJPY 1.0 billion(FY2022)

Financial institutions
JPY 3.0 billion＋(FY2023)

Expansion into
new industrial domains
Application of knowhow
gained in industries alreadyinvested in to other industries

Value
enhancementof existing
investments

New
investments

Existing
investments

Planned to be raised (FY2024-FY2028)
Own fundJPY 0.5 billion＋

Example (2):Dental technology → Healthcare

Expansion into new
business domains
Expansion of value chain
within industries alreadyinvested in

Financial institutions
JPY 10.5 billion
Contribution toregional revitalization

Plan to raise JPY 15.0 billion
investment funds.

Example (1):Civil engineering and construction→ Infrastructure

Expansion into new regions
Regional expansion of existing
investment for the purpose ofregional revitalization24

Investment Business Overview

Investment plan and results of Frontier Capital Inc. (FCI)
FCI completed an investment in Sanritsu Doken Group in March 2024. FCI plans 4 more investments during FY2024 (of which one majority
investment plan)

Investment Results and Plan
(Cumulative number of investments)（Projects）

Introduction of recent investment company(Completed investment in March 2024)
Company name6

Head office
Representative

5

Plan

(One majority/
consolidation
investment isplanned)432Completed
In March2024

Total 2
projects

FY2023

FY2024
Q1

Shimogo machi, Minamiaizu-gun District, Fukushima
Hidetoshi Asanuma, Representative Director

Number of
employees

140(Consolidated)

Business
description

・General construction business (contract for a complete setof civil engineering and architectural works)
・ Planning and design of civil engineering and architectural
works and supervision of construction, etc.

OfficesMinamiaizu-gun District (head office), Koriyama-shi,
Aizuwakamatsu-shi

Group companies Sanritsu Douro Co., Ltd, Sanritsu Enterprise Co., Ltd.

10Sanritsu Doken., Ltd.

End of
FY2024• Sanritsu Doken Group is a general contractor involved in maintaining andimproving regional infrastructure, including road and river construction work, inFukushima Prefecture. • FCI will assist through capital participation (minority
investment) via an SPC and will also dispatch several executives to Sanritsu
Doken Group. • FCI will harness the consulting know-how of FMI/FCI tocontribute to regional revitalization through enhancement of Sanritsu Doken
Group's corporate value. FCI plans to invest in the Group in March this year.
25

Investment Business Overview

Investment Activity of Frontier Capital
Since the Q1 of 2023, the number of requests and consultations for investment by Frontier Capital has increased significantly. FCI isstrengthening its activities in order to execute more investments.

Trend in new consultations(Projects)

52

Number of consultations

Industry composition of projects
under consideration

49

Manufacturing(Note)

44

Other

22%

28%

26
Restaurant 5%
chain

20% Civil
engineering/
construction

10%
Healthcare

15%

Retail/wholesale trade

FY2023 Q2

FY2023 Q3

FY2023 Q4

FY2024 Q1(Note) "Other" includes transportation/warehousing, nursing care, cram schools,
apparel services, IT/systems, tourism/transportation, temporary staffing, etc.
26

Appendix

Corporate Profile

Corporate Profile

Background to Establishment of Frontier Management

Shoichiro Onishi

Representative Director, President and Executive Officer•Registered as attorney and joined law offices of Okuno & Partners
appointed as a partner in 1997
•Acted as trustee representative, etc. in corporate reorganization of
Nippon Lease Co., Ltd., LIFE Corporation and Taisei Fire andMarine Insurance Company, Limited
JoinedIndustrial Revitalization Corporation JapanEngaged in turnaround projects as an auditor in Mitsui Mining
Co., and a director in Kanebo, Ltd. and The Daiei, Inc.

Established in 200728

Corporate Profile

History
2007
2011
2012
2014
2017
2018
2019

2020
2022
2023

2024

Established the Company
Established a Chinese subsidiary (Frontier Management (Shanghai) Inc.)

Opened the Singapore Branch to strengthen cross-border M&A
Opened the Nagano Branch and the Osaka Branch to realize community-based management
support services
Opened the New York Branch to strengthen cross-border M&A
Launched the fund business to provide financial support services to customers

Made investments in first fund projects
Listed on TSE Mothers Section
Opened the Nagoya Branch to expand the service area
Listing switched to the TSE First Section
Formed a capital and business alliance with Celebrain Corporation / Established Frontier Capital Inc.
Shifted to the TSE Prime Market
Formed a capital and business alliance with Athema, a French firm providing M&A advisory services
Opened the Paris Branch29Corporate Profile

Organizational Chart for Directors
Frontier Management Inc.
Consumer Strategy & Operation Department
Industrial Strategy & Operation Department
Professional Service Department

Value Creation Platform Department
Representative Director
Representative Director, President
and Executive Officer

SHOICHIRO ONISHI

Director of the Board

Director of the Board

MASAO NISHIHARA TAKESHI UMEMOTOManagement Executive Support Department
M&A Advisory Department
Marketing Division
Business Development Department
Industry Research Department
Company Planning and Administration
Department

Branches

Outside Director of the Board

KAZUHITO OSUGIOutside Director of the Board

KEIKO UNOTORO

Outside Director of the Board

HIKARU MINAMI

Subsidiaries and Affiliates

Osaka
BranchNagoyaBranchFrontier Management(Shanghai) Inc.

Frontier Capital Inc.

Fukuoka
BranchSingapore
BranchCelebrain Corporation

FCD Partners Inc.

New York
BranchParis
BranchAthema30

Corporate Profile

Our Business and Services Overall PictureManagement
Consulting• Business analysis and strategy
formulation• Business due diligence (BDD)• Medium-term business plans andmanagement, finance, and businessstrategies• Support for drafting/reform of DX
strategy• Support for corporate value
improvement- SR/IR strategy and responses to activist
shareholders- ESG/SDGs strategies and climate change
actions- Promotion of diversity and inclusion (D&I)• Support in implementing plans• Support for governance, complianceand risk management

Management
Executive Support• Management execution support
including dispatch of CxO• Domestic and overseas PMI support
based on hands-on approach• Support for management reforms forbusiness revitalization

M&A Advisory

Management
Consulting

M&A
Advisory• M&A deal advisory (including crossborder M&As)- Drafting of strategies, preparation of longlists,
and approach of target companies- Corporate valuation- Support for contract negotiations and closing• Post M&A consulting (PMI)• Business succession consulting

Management
Executive
SupportBusiness
Revitalization

Investment

Investment Business• Investment and management executive
aiming for enhancing long term andsustainable customer’s corporate value• Investment fund development andoperation with financial institutions orcompanies

Business
Revitalization• Support for rehabilitation procedures• Emergency PMO management
support• Support for business and financial
restructuring• Support for the adjustment ofinterests among stakeholders
31Corporate Profile

Frontier Management's Characteristics: Diverse Customer Groups
Providing services to companies in diverse industries(Breakdown of projects)

IT

1%

Other
9%

Retail and wholesale
16%

Finance
12%

Infrastructure

Restaurant and services

7%

17%
Consumer goods manufacturers
6%

Industrial goods manufacturers
32%

FY2023 Results
32Corporate Profile

Frontier Management's Characteristics: Provision of optimal solutions throughcombination of diverse expertise
Our main capabilities and solutions

Sector-specificconsulting

Companies'
management agenda※
Optimized businessportfolio※Based on Tokyo Stock Exchange data

Revitalization
Support

Dispatch of CxOInvestment

✓

✓

✓

✓

Growth strategy consulting

Improvement ofreturns

Operational reformDX

Marketing reform

DX

M&A
Revitalization consulting Dispatch of CxORevitalization consulting
Medium- and long-term value enhancement
Revitalization FA
through investment + CXO dispatch
Revital Fund investment + CxO dispatch

Cross-border consulting
M&A strategy

Strengthening
the organization

Enhancing governance

Strengthening ofshareholder returns

M&A Advisory✓

Revitalization consulting

CxO dispatch

✓

✓

✓

Human capital management consultin

GRC consulting

Dispatch of CXOInvestment in human capitalStrengthening of IR(DX, cross-border, corporate
value enhancement strategy,
etc.)

✓

Investment in growth

Sustainability measures

Capability-specificconsulting

Operational reform

M&A

PMI

✓

Personnel system design

Sustainability measures consulting

Review of
response tocapital markets

Main domain: ✓✓✓Sophistication of capital cost management
Investor engagement

FMI provides best solutions
for customer by combining
our various expertise

Strategic delisting through MBO[FMI's framework combining diverse expertise ]Company-wide offsite meetings, company-wide study groups,
system of interdepartmental transfer system, practice teams
33

Corporate Profile(Reference) Creating a Comfortable Workplace Environment- Enhancement of HR Training System
We will continue to develop a training system that enables diverse human resources to grow as professionals

Off-JTOJTManager orsupervisor

Dispatch of CxO
to clients

Support for
self-improvement
Support for
acquisition ofqualification

Secondment tooverseas locations
and partnercompanies

language learning
supportProject OJTSupport forparticipation inseminars

OthersIn-house/Utilization of external resources
Compliance training
Management training

Harassment

Skillsdevelopmenttraining
Mid-career
training
New graduate
training

Insider trading

Unconscious biais
Online training(Udemy, etc.)

Antisocial forces
Information security

34

Corporate Profile(Reference) Creating a Comfortable Workplace Environment- Further Improvement of Productivity
We will further improve productivity through measures such as enhancing internal DX, pooling knowledge across the company, consolidating
operations, and utilizing external resources

Marketing

SFA/CRM

Enhancement ofinternal DX

Centralization of information andenhancement of sales

Project execution

Accumulation of knowledge

Knowledge database andgenerative AI

Improvement of searchability and centralization of
relevant information

Communication app and project management app
Improvement of productivity of sales activities and project execution

Pooling of
knowledge acrosscompany
Consolidation ofoperations andutilization of
external resources

Talentmanagement
database
Visualization ofinternal skill map

Cross-departmental practice teams

Improvement of productivity and quality of sales activities and project execution

BPO and research/practice teams (Japan and overseas)
Improvement of productivity through division of labor in areas
such as research and slide preparation

35

Corporate Profile

AthemaThe Company formed a capital and business alliance with Athema, a French firm providing M&A advisory services,in July 2023. We are conducting activities with the FMI Paris branch to step up project development
Examples of sectors covered

Corporate Profile
Company name

Athema (Registered trademark: AT Conseil)

Established

2001

Representative

Antema SAS(Representative of Antema SAS: Jean-Marc Teurquetil)

Address

Paris, France

Number of
employees

16 (As of January 1, 2024)

Business
description

Provides M&A advisory services mainly to clients in the
manufacturing, IT, business services, food and beverages, retail,energy, real estate, aviation, healthcare and life science sectors.

Automobile

Food andbeverages

Sectors covered by Jean-Marc
Teurquetil, 6 directors with industry
insights and 6 senior advisors with astrong customer network

Retail andconsumer goods

Jean-Marc Teurquetil's background
•
•
•
•
•

Has expertise in advisory services for the aviation, logistics, food &beverages and PE funds
Engaged in derivatives business at Credit Lyonnais for 7 years
Became general manager of BNP FinanceAppointed as president of independent brokerage firm Aurel Leven in
1996 and sold to Cantor Fitzgerald in 2006
Established Athema and currently engaged in M&A advisory services

IT software

Healthcare andlife science

Energy36

Corporate Profile

Celebrain Corporation
In 2022, FMI Celebrain concluded a capital and business alliance with Celebrain. Celebrain expands HR consulting business by utilizing FMI
network
Human Resources segments covered

Corporate Profile
Company name

Celebrain Corporation

Established2000 October

Representative

Koji Takagi, Representative Director, President
Atsuko Takahashi, Representative Director, Vice President

Address

2-11-1, Nagatacho, Chiyoda-ku, Tokyo

Number of
employees

26 (As of December 1, 2023)

Business
description

•
•
•
•
•

Human Resources Strategy Consulting
Human development and training
Human Resources technology
Human Resources investigation and evaluation
Recruiting professionals

HR Strategy
Consulting• Human resources and organization strategy
consulting (e.g. Reconstruction of thepersonnel system)

IPO・M&A
Consulting• The personnel system integration andcompany policy revision along with M&A
and IPO

HR
Technology

Recruiting
Professionals

Human development
And Training• Optimized talent management system withvarious HR application and software• Finding suitable CxO and professionals forthe company• Establishing human training system,
organizing business skills training anddeveloping e-learning applications

37

Corporate Profile

Frontier Capital Inc.
FCI was established in 2022. Based on the business concept of contributing to regional revitalization, FCI invests
in local core businesses and provides them with capital through joint funds
Business Concept

Corporate Profile
Company name Frontier Capital Inc.
Established2022

Business environment
perception

Shoichiro Onishi, Representative Director, President, CEO and COO

Address

3-2-1 Roppongi, Minato-ku, Tokyo

Number of
employees

24※ (As of March 1, 2024)

Verifyinginvestments

Business
description• Screening• Decision on policy

Makinginvestments• Project
negotiations• DD

Enhancing
value

Exit

• Business execution • M＆A• IPO• Strategy
implementation• Formation and management of joint investment funds withfinancial institutions, business companies, etc.

Common issues facedby regional areas• Execution of investment and management for the purpose of thelong-term, sustainable enhancement of corporate value of
portfolio companies

Common issues faced
by individual companies

Representative

Management executive
difficulties (uneven
distribution of people)
Low productivity(uneven distributionof technology)
Insufficient alliancesacross areas (uneven
distribution ofbusiness)
Decline of regional
areas as a result of
shrinking population,etc.
Economic stagnation
caused by COVID-19
pandemic

Our role

Contribution toregional revitalization
Realizing the sustainable growthof local core companies by
providing long-term solutions to
issues faced by industries,
areas, sectors, etc.

"True" business reforms
through long-term
investment/Realization of IPO
Deployment/ development ofprofessionals/ management
executives (people matching)
Matching of businessacross areas

Sophistication andmatching of technologies

Credit enhancement
as listed company

FCI
Partnercompanies

GP investment※Including loaned employees from FMI

Joint funds

Provision of capital
Dispatch of humanresources, etc.

Investees38© 2024 Frontier Management Inc.