Commerce One Holdings Inc.
TSE Growth: 4496

Q4 & Fiscal Year Ended March 31, 2024

Financial Results
May 15, 2024

Today’s
AgendaCommerce One Holdings Inc. All Rights Reserved.

1.

FY3/2024 Q4 & Full-Year Highlights

P. 03

2.

FY3/2025 Full-Year Forecast

P. 18

3.

Growth Strategy

P. 24

4.

Overview of Our Business

P. 38

2

1

FY3/2024 Q4 & Full-Year Highlights

Commerce One Holdings Inc. All Rights Reserved.

3

1. FY3/2024 Q4 & Full-Year Highlights

FY3/2024 Full-Year Summary
Consolidated
net sales

Consolidated
operating profit

Consolidated
operating margin

Profit attributable toowners of parent

JPY 3.55 bn

JPY 644 mn

18.1%

JPY 414 mn

YoY+JPY 0.36 bn(+11.3%)EC market
situation

YoY+JPY 63 mn(+11.0%)

YoY

–0.1%

YoY

JPY (26) mn(–6.0%)The domestic EC market, which had remarkably expanded due to the COVID-19 pandemic, has continued to growsteadily since FY3/2023 although growth has moderated as economic activity has normalized. The domestic EC
market, in which the Group operates, is expected to grow sustainably at an average annual rate of 10.3% from2023 to 2027.
* Source: Summary of Report on the Current Status of Information and Communications 2023 issued by the Ministry of Internal Affairs and Communications

Financialsummary

The Group aggressively invested for growth to adapt to changing market conditions and achieve sales growth.
ARPU increased due to expanded service usage at futureshop, and M&As to acquire SAMURAI TECHNOLOGY and
SOLAIRO contributed to the YoY sales increase. On the profit front, costs increased because of upfront investment
for the future revenue streams and an increased size of orders received by SOFTEL. On the other hand, despite
postponement of some delivery schedules, gross profit increased resulting from an increase in ARPU, and a change
in a policy for some advertising expense contributed to an increase in profit. As a result, our full-year results camein largely higher than those for the previous fiscal year.

Commerce One Holdings Inc. All Rights Reserved.

4

1. FY3/2024 Q4 & Full-Year Highlights

FY3/2024 Q4 Highlights
Status of each subsidiary in FY3/2024

Although the growth rate of EC market settled down
due to the relaxed restrictions on activities under the
COVID-19 pandemic and consumption scene returning
to real life, various metrics for the financial results grewsteadily in general.
 Started offering “future M-App,” an app that seamlessly connects
to EC sites.
 Expanded a target area by enhancing functions through theversion upgrades of futureshop series (See p. 14 of thepresentation material on Business Plan and Growth Potential for
more detail.) Now the upgraded version can:• automatically calculate shipping charges for bundled delivery ofrefrigerated, frozen, and room temperature products, a complicated task
for food EC, and• eliminate users’ concerns about delivery date and time by setting a leadtime.

To promptly get SAMURAI TECHNOLOGY, a newly
acquired subsidiary, work-ready for SOFTEL’s business,
we are making on-going efforts to dispatch engineersfrom SOFTEL and to develop an OJT* program. In somecases, some of SAMURAI TECHNOLOGY employees
have been assigned to new implementation projects of
Tsuhan-Suruzo as key personnel, progressing smoothly
toward getting work-ready at an early stage.
 Customer stores received annual awards for excellence at
Rakuten Ichiba, Rakuten Rakuma, Yahoo! Shopping, Yahoo!
Auction, au PAY Market, etc.

 Expanded the support business domain by strengthening
collaboration with other service providers•

Started accepting advance applications for optional services that enable"au PAY (net payment)”

Commerce One Holdings Inc. All Rights Reserved.

* OJT stands for “On the Job Training,” a training method to acquire business knowledge
through practice in the workplace.

51. FY3/2024 Q4 & Full-Year Highlights

FY3/2024 Financial Highlights
Consolidated

Commerce One Holdings(Thousands of yen)

FY3/2023
Results

FY3/2024
Results

YoY Change

YoY % Change

3,196,433

3,557,276+360,843+11.3%

Operating profit

580,350

644,001+63,651+11.0%

Ordinary profit

608,006

702,414+94,408+15.5%

Profit before
income taxes

679,533

696,045+16,512+2.4%

Profit attributable toowners of parent

441,358

414,864(26,494)–6.0%

Net sales

Commerce One Holdings Inc. All Rights Reserved.

61. FY3/2024 Q4 & Full-Year Highlights

Achievement against FY3/2024 Budget
Consolidated

Commerce One Holdings(Thousands of yen)

FY3/2024
Results

Net sales

3,557,276

Operating profit

644,001

Ordinary profit

702,414

Profit attributable toowners of parent

414,864

Commerce One Holdings Inc. All Rights Reserved.

FY3/2024
Full-year Revised Budget(Budget before revision)

3,561,559(3,558,054)

649,569(488,043)

702,301(502,820)

422,922(336,709)

Achievement
vs. budget

-0.1%

-0.9%

+0.0%

-1.9%

7

1. FY3/2024 Q4 & Full-Year Highlights

FY3/2024 Highlights of futureshop
Non-Consolidated

futureshop
Net sales

JPY
YoY

2.57bn+JPY 0.13 bn(+5.7%)

GMV

JPY
YoY

Commerce One Holdings Inc. All Rights Reserved.

Operating profit

JPY
YoY

(+3.1%)

819 mn+JPY 119 mn(+17.0%)

31.8%
YoY

Number of contracts
as of March 31, 2024

198.8 bn
+JPY 5.92 bn

Operating margin

2,881
FYTD

(37)

(–1.3%)

+3.1%

ARPU

JPY
YoY

74,254+ JPY 4,690(+6.7%)

8

1. FY3/2024 Q4 & Full-Year Highlights

FY3/2024 Highlights of SOFTEL
Non-consolidated

SOFTEL (with SAMURAI TECHNOLOGY combined)
Net sales*

Operating profit*

869 mn

JPY

JPY
YoY

+JPY 0.8 mn

YoY(+0.1%)

Operating margin*

85 mn

9.9%

JPY (26.3) mn(–23.5%)YoY– 3.0%* SAMURAI TECHNOLOGY was newly joined the group last year, and SES sales to SOFTEL are expected to increase in the future. The
figures above were calculated by adding the business results for Q1-Q4 of SAMURAI TECHNOLOGY and eliminating internaltransactions. The figures for April-December 2022 have not been audited by the Company's auditing firm.

Total development
sales

JPY

YoY

Commerce One Holdings Inc. All Rights Reserved.

Development sales
per customer

318 mn+ JPY 7.9 mn(+2.6%)JPY

YoY

1.6 mn

JPY (0.1) mn(–10.3%)

Recurring revenue

Ratio of recurring
revenue

365 mn

48.8%

JPY

YoY

+ JPY 29.2 mn(+8.7%)

Compared
to averagefor the past
8 years+ 5.4 pts9

1. FY3/2024 Q4 & Full-Year Highlights

FY3/2024 Balance Sheet: Flux Analysis Compared to March 31, 2023
Non-consolidated

Commerce One Holdings(Thousands of yen)March 31, 2023

March 31, 2024

YoY Change

1,021,169

529,383(491,786)

796,794

414,658(382,136)

809,641

1,223,843+ 414,202

Investment securities

536,568

725,989+ 189,421

Shares of subsidiaries andassociates

202,368

429,883+ 227,515

Current liabilities

10,764

12,554+Non-current liabilities

129,971

181,811+ 51,840

1,690,074

1,558,861(131,213)

1,428,623

1,179,680(248,943)

Retained earnings

1,179,680

808,917(370,763)

Treasury shares(139,224)(36)+ 139,188

Current assets
Cash and deposits
Non-current assets

Net assets
Shareholders' equity

Commerce One Holdings Inc. All Rights Reserved.

1,790

Capital contribution to Enecycle (adecrease of JPY250,800 thousand)and payment of interim dividends (adecrease of JPY193,995 thousand)

Rise in stock prices of investee
companies and depreciation of
the yenInvestment in Enecycle (an increaseof JPY250,800 thousand)Cancellation of treasury shares(a decrease of JPY248,951 thousand)and payment of interim dividends (adecrease of JPY194,220 thousand)Repurchase and cancellation oftreasury shares101. FY3/2024 Q4 & Full-Year Highlights

FY3/2024 Statements of Income: Flux Analysis Compared to FY3/2023
Non-consolidated

Commerce One Holdings
FY3/2023(Thousands of yen)

FY3/2024

YoY Change

Net sales

358,800

310,690(48,110)Decrease in dividends from Group
companies

SG&A expenses

250,607271,547+ 20,940

Operating profit

108,192

39,142(69,050)

Increase in fees paid, mainly for
additional M&A-related fees andlisting administration costs

Non-operating income

26,58046,725+ 20,145

81

65,836+ 65,755

Ordinary profit

134,692

20,031(114,661)

Extraordinary income

71,52624,146(47,380)

Extraordinary losses–

23,285+ 23,285

228,836

55,075(173,761)

Non-operating expenses

ProfitCommerce One Holdings Inc. All Rights Reserved.

Increase in foreign exchange gains
due to yen depreciation

Provision of allowance for doubtful
accounts for loans from HD(+JPY65,000 thousand) due to loss
on valuation of shares of SOLAIRO* No impact on the consolidated
statements of income
Decrease in gain on sales ofinvestment securities due todecrease in number of shares sold
Recording of loss on valuation ofshares of SOLAIRO

11

1. FY3/2024 Q4 & Full-Year Highlights

Comparison of Q3 and Q4 in FY3/2024
Consolidated

Commerce One Holdings
3Q FY3/2024(Thousands of yen)

Q4 FY3/2024

QoQ Change

Net sales

886,634

928,669+42,035

Operating profit

174,810

197,574+22,764

Ordinary profit

183,682

205,065+21,383

Operating margin

19.7%

21.3%

+1.6 pts

129,703

94,095(35,608)

Profit attributable toowners of parent

Commerce One Holdings Inc. All Rights Reserved.

Sales mainly from SOFTEL on acompleted contract basis
increased in Q4

Taxable income increased due toincurrence of non-deductible items
including provision of allowance for
doubtful accounts for loans to
SOLAIRO and loss on valuation ofshares in Q4

12

1. FY3/2024 Q4 & Full-Year Highlights

Analysis of Change in Operating Profit: FY3/2024 against FY3/2023
Consolidated

Commerce One Holdings(Thousands of yen)

Gross margin+211,080

Education andtraining expenses (-)+13,267

Personnel
expenses (+)(95,602)

Amortization of
goodwill (+)(29,606)
Operating profit

Advertisingexpenses (+)

Other SG&A (+)(24,776)(10,712)

Decrease inrecruiting costs

580,350

Due to SOLAIRO
becoming a groupcompany

Growing ARPU,
consolidation of newgroup companies

Operating profit

644,001

Additional compensation
related to M&A andincreased costs due toconsolidation of a newgroup company

Various marketing
activities, increase inadvertising operation
support costs,
holding of 20th
anniversary event of FS*

FY3/2023

Commerce One Holdings Inc. All Rights Reserved.

FY3/2024* FS stands for Future Shop Co., Ltd., a Commerce One group company.

131. FY3/2024 Q4 & Full-Year Highlights

YoY Analysis of Operating Profit to Profit Before Income Taxes
Consolidated

Commerce One Holdings
FY3/2023
Results(Thousands of yen)

FY3/2024
Results

YoY Change

580,350

644,001+63,651

27,81859,566+31,748

162

1,153

+991

608,006

702,414+94,408

71,52624,146(47,380)–

30,515+30,515

Profit before income taxes

679,533

696,045+16,512

EBITDA*

699,016

794,441+95,425

Operating profit
Non-operating income
Non-operating expenses
Ordinary profit
Extraordinary income

Extraordinary loss

Commerce One Holdings Inc. All Rights Reserved.

Increase in foreign exchange gains
due to the depreciation of yen andreceipt of sponsorship for
futureshop 20th anniversary event

Decrease in gain on sale ofinvestment securities due to adecrease in the number ofshares sold.
Impairment loss on goodwill
arising from making SOLAIRO
a consolidated subsidiary*EBITDA: Operating profit + depreciation + amortization of goodwill

141. FY3/2024 Q4 & Full-Year Highlights

YoY Analysis of Balance Sheet: March 31, 2024 against March 31, 2023
Consolidated

Commerce One Holdings(Thousands of yen)March 31, 2023

March 31, 2024

2,306,778

2,305,885(893)

1,608,724

1,733,879+125,155

112,220994(111,226)

1,199,215

1,576,802+377,587

Investment securities

563,479

1,002,854+439,375

Goodwill

61,031–(61,031)

Current liabilities

808,247

915,574+107,327

Non-current liabilities

81,345

122,138+40,7932,616,399

2,844,974+228,575

2,354,948

2,465,794+110,846(139,224)(36)+139,188

261,450

379,180+117,730

Current assets
Cash and deposits
Deposits paid
Non-current assets

Net assets
Shareholders' equity

Treasury shares
Valuation difference on
available-for-sale securities
Commerce One Holdings Inc. All Rights Reserved.

YoY Change

Completed repurchase of treasury
shares under a discretionallytrading contract in June
Rise in stock prices of investee
companies, depreciation of the yen,
and capital contribution to Enecycle

Impairment loss on goodwill arisingfrom making SOLAIRO aconsolidated subsidiary

Repurchase and cancellation oftreasury shares
Rise in stock prices of investee
companies and depreciation of the yen
15

1. FY3/2024 Q4 & Full-Year Highlights

YoY Analysis of Cash Flows: FY3/2024 against FY3/2023
Consolidated

Commerce One Holdings(Thousands of yen)

FY3/2023

FY3/2024

YoY Change

Cash flows from operating activities

163,971778,607+614,636

Profit before income taxes

679,533

696,045+16,512

Depreciation

Other

117,756(111,289)(132,708)

119,924
111,226
19,611+2,168+222,515+152,319

Income taxes paid

(282,207)(195,533)+86,674(56,403)(367,764)(311,361)(101,633)(113,748)(12,115)(9,996)(278,625)(268,629)(142,767)(307,406)(164,639)(139,154)(109,797)+29,357–(193,995)(193,995)(34,744)

125,154+159,898

Decrease (increase) in deposits paid

Cash flows from investing activities
Purchase of intangible assets
Purchase of investment securities

Cash flows from financing activities
Purchase of treasury shares
Dividends paid

Net increase (decrease) in cash andcash equivalents
Commerce One Holdings Inc. All Rights Reserved.

Deposits paid recorded in
FY3/2023 for repurchase oftreasury shares under adiscretionally trading contract,which was completed in FY3/2024• Prepaid fee for servers increased toget a discount• Income taxes refund receivable
recorded in FY3/2023

Capital contribution to Enecycle(a decrease of JPY250,800
thousand)
Share repurchase implemented
during FY3/2023–FY3/2024
Interim dividends paid

16

1. FY3/2024 Q4 & Full-Year Highlights

Changes in Consolidated Operating Results for the Past 5 Years
For FY3/2024, the Group achieved consistent sales growth while making personnel-related investments for future growth and executing PMI
after M&A. Despite some delivery schedule postponements at SOFTEL, gross profit increased due to higher ARPU at Futureshop. Operating
profit also increased due to some policy changes in advertising expenses. Profit attributable to owners of parent decreased due to an increase intaxable income following the provision of allowance for doubtful accounts for loans to SOLAIRO and incurrence of non-deductible items
including loss on valuation of shares.
(Thousands of yen)

Net sales

Gross profit

Operating profit

Operating margin

4,000,000

25.0%

3,557,276

3,500,000

18.1%

3,000,000
2,500,000

2,015,187

2,000,000

20.0%

15.0%

10.0%

1,500,000
1,000,000

644,001 5.0%

500,000
0

0.0%

FY3/2019

Commerce One Holdings Inc. All Rights Reserved.

FY3/2020

FY3/2021

FY3/2022

FY3/2023

FY3/2024* PMI stands for post merger integration, a process of consolidating two companies into one after M&A.

17

2

FY3/2025 Full-Year Forecast

Commerce One Holdings Inc. All Rights Reserved.

18

2. FY3/2025 Full-Year Forecast

FY3/2025 Full-Year Earnings and Dividend Forecasts
Consolidated

Commerce One Holdings(Thousands of yen, unless otherwise stated)

FY3/2024
Results

FY3/2025
BudgetYoY Change

YoY % Change

3,557,276

3,815,446+258,170+7.3%

Operating profit

644,001

604,956(39,045)–6.1%

Ordinary profit

702,414683,343(19,071)–2.7%

Profit attributable toowners of parent

414,864454,730+39,866+9.6%

EBITDA

794,441

740,169(54,272)–6.8%

Dividend payout ratio

46.8%

31.6%

–15.2%–EPS (yen per share)

57.53

63.22

+5.69

+9.9%

ROE

15.2%

15.2%

–0.0%

–

Net sales

Commerce One Holdings Inc. All Rights Reserved.

19

2. FY3/2025 Full-Year Forecast

FY3/2025 Full-Year Earnings and Dividend Forecasts
Net sales

Ordinary profit

Start monetizing new businesses such as financial business andgenerative AI business.

In addition to the factors for a decrease in operating profit mentioned
in the left column, the following factors are expected to cause adecrease in ordinary profit.

Expect an increase in net sales due to an increase in recurring revenue
from the revision of usage fees and an increase in advertising
operation sales.

• Increase due to posting of share of profit of entities accounted for

Expect only a slight increase in net sales because we will prioritize indeveloping Commerce Connect, while at the same time improving
profit margin.

Operating profit & EBITDA
Expect to increase by JPY25,000 thousand primarily through contribution
from new businesses.

using equity method for Enecycle, which will become an equitymethod associate of the Company.
• Adoption of a conservative stance in not projecting foreign exchange
gains, more-than-expected dividends from investee companies, andone-time gains that were recorded in the previous fiscal year

Profit attributable to owners of parent
In the previous fiscal year, taxable income increased due to a numberof non-deductible items, but in the fiscal year under review, net
income is expected to increase due to a decrease in taxable income.

Dividend payout ratio
Expect a decrease in profit mainly due to an increases in expenses suchas hiring expense to acquire design and marketing personnel, additional
investments in various marketing efforts, Tokyo office expenses andsecurity measures expenses.

Although the dividend payout ratio for the fiscal year under review will
decrease due to the absence of the commemorative dividend paid in theprevious fiscal year for the 20th anniversary of Futureshop, we expect toachieve the dividend payout ratio of around 30% in line with ourannounced policy.

Expect to increase profits by improving profitability through reducing
various costs except for investing in personnel.

EPS

Commerce One Holdings Inc. All Rights Reserved.

Expect an increase in EPS through improved profitability and controlled
cost based on appropriate investments to be made.
20

1. FY3/2024 Q4 & Full-Year Highlights

Background of capital contribution to Enecycle Inc.（Approaches to the global decarbonization market）
As a business infrastructure company that supports the sounddevelopment of society, the Group will contribute to thedevelopment of a sustainable society and enhance its long-term
corporate value through the investment in the business of Enecycle
Inc., which develops a touch point for the global decarbonization
market (See right).

CarboncreditAlternative
energy for
coal

Clean
electricity

Environmental responsibilityof businesses

Decarbonization market is growing
The size of the decarbonization market is reported at
approximately US$260 billion in 2023, with market
revenue reaching approximately US$504.8 billion by
2036.

Clean
hydrogen

5,048

Synergies with TradeSafe (plan)
•
•

2,600

Traceability of raw materials
Consideration of certification services forsafety and security

Corporate credibility from aninternal perspective

2023年
2023 2024年
2024 2025年
2025 2026年
2026 2027年
2027 2028年
2028 2029年
2029 2030年
2030 2031年
2031 2032年
2032 2033年
2033 2034年
2034 2035年
2035 2036年
2036

As President Okamoto has been involved asa founder since the company's inception, we
see solid growth potential in the company.

* Source: Report on Decarbonization Market by SDKI Inc (February 20, 2024)

Commerce One Holdings Inc. All Rights Reserved.

21

1. FY3/2024 Q4 & Full-Year Highlights

Enecycle’s Business
Enecyle generates next-generation energy and provides decarbonization solutions by utilizing its proprietary technologies
to carbonize and gasify biomass resources such as waste plants. The company has developed a new hydrogen production
method, which has been adopted as a demonstration project (for biomass-derived hydrogen production process) by the
Ministry of the Environment. The project is currently underway with major companies in various industry sectors.

Coal Alternative Carbon
Materials

Thinned wood, forest wastes

Creating new industries
in the global marketplace

Biomass fuelAgricultural wastes

Agricultural by-products

High-performancebiochar with highcarbon purity

Soil conditioner /Biochar concrete

Generatinghydrogen-richaqueous gas(Uses hydrogen as raw material)

Carbon credit

Ammonia Production

Hydrogen Production

Regional
revitalization

Job creation

Gasification power
generation
Construction wastes, etc.

Commerce One Holdings Inc. All Rights Reserved.

22

1. FY3/2024 Q4 & Full-Year Highlights

In-house developed carbonization and gasification technologies
Enecycle efficiently generates biochar gas by utilizing a wide range ofresources with its proprietary patented technology

01

Fewer restrictions
on raw materials(available with raw
materials with moisture
content up to 50%)

03

Producesaqueous gas
with up to 60%
hydrogencontent

Commerce One Holdings Inc. All Rights Reserved.

02

Produces highcarbon content
biochar from hightemperatureprocessing

04

Efficienttreatment

through the useof waste gas andwaste heat

Biochar: charcoal derived from biomass such as wood chips, plant residues, manure, and other agricultural waste

23

3

Growth Strategy

Commerce One Holdings Inc. All Rights Reserved.

24

3. Growth Strategy

Corporate Philosophy

Our Vision

To be an e-commerce platform that maximizes
the power of people who leverage technology

A Society We Aspire to Build

We aspire to build a society that is fair and empowers
anyone to pursue self-realization

Commerce One Holdings Inc. All Rights Reserved.

25

3. Growth Strategy

Our Business

Future Shop Co., Ltd

Softel Inc.

TradeSafe Inc.

Provides a SaaS-based platform
for developing e-commerce sites

Offers e-commerce sales andinventory management
systems tailored to eachclient’s needs

Provides certification services for
e-commerce sites andmanagement support tools thatvisualize order trends based ondata analysis

Commerce One Holdings Group
provides SaaS-based e-commerce
platform services to small andmedium sized companies
operating e-commerce sites inJapan.

As explained at left, our Group operates under a single
segment of e-commerce platform business.
SOLAIRO, INC.

SAMURAI TECHNOLOGY Co., Ltd

Provides web-based customer service
solutions to increase repeat rate, create
conversion opportunities, and improve
Life Time Value (LTV).

Provides optimal solutions based on its
system development track record that has
built over 20 years

Commerce One Holdings Inc. All Rights Reserved.

26

3. Growth Strategy

Our Product Portfolio Provides Total E-Commerce Support

Enhance enterprise DX and productivity
through e-commerce support
DX (digital transformation)

Front-end products

Back-end products

SaaS-based e-commerce platforms

Sales & inventory software

Tsuhan-Suruzo

Web-based customer service solution

Technology
and data
owned byeach productConsulting services
that bring together
each company’s

know-how

Database support

Safe transactions
Symbol of trust and security
TradeSafe Trustmark

Commerce One Holdings Inc. All Rights Reserved.

27

3. Growth Strategy

Business Model of Our Group
FRONT

BACK

ONLINE

Social media

CRM*

≠

SupportTsuhan-Suruzo≠

Hub System

Centralized
management

Sales and inventory
management system

Apps

OFFLINE
Point-of-sale(POS)

Return information to each environmentｚ
Settlement

Brick-and-mortar
store
E-commercesite building

Shop operation &management support

Commerce One Holdings Inc. All Rights Reserved.

Promotion to
attract customersCoresystemE-commerce mallbranchPayment processing &transmission oforder information

Order capturing &product-linked
processing

Warehouse/
Logistics

Processing statusmonitoring to provide
instruction

POS

Suppliers

Shipping instruction& warehousemanagement

Customercorrespondence& DB linkage*CRM: Customer Relationship Management 28

3. Growth Strategy

The Path from Establishment
2006–20142017–2020

After 2022

Establishment to business launchBusiness expansion,
incorporation ofholding company

Further growth

September 2018
Future Shop Co., Ltd. released a new CMS function
branded “commerce creator”
June 2020
Listed on the Mothers market of
the Tokyo Stock Exchange

August 2006
Established TradeSafe Inc. to launch
Trustmark third-party E-Commerce siteverification business

2006

2007

2008

2009

_

October 2023
20th anniversary from the launch of
futureshop service

March 2010
Jointly established Future Shop Co., Ltd.
to began E-commerce support service

2010

2011

2012

2013

2014

December 2012
Made Future Shop Co.,
Ltd. a wholly owned
subsidiary
Commerce One Holdings Inc. All Rights Reserved.

September 2022
Released live commerce option“Live cottage”

2015

2016

July 2014
Made Softel Inc. a wholly
owned subsidiary

2017

2018

2019

September 2017
Split the business ofTradeSafe Inc.,
converting it into aGroup company andchanging its name to
TS Holdings Inc.

2020

2021

2022

December 2019
Changed the company
name to Commerce One
Holdings Inc.

2023

2024

November 2022
Made SAMURAI TECHNOLOGY Co., Ltd. awholly owned subsidiary
March 2023
Acquired SOLAIRO, INC.
stock and made it a
SOLAIRO group company.

29

3. Growth Strategy

Policies for Achieving Growth
Actively invest in functional
expansion and enhancement

Support marketing and consulting

Provide finance and risk
management services

Support inventory
optimization

Enhance efficiency
functions with AI

Performdemonstration testsof new business areas

SOLAIROSOLAIRO
Support marketing by
web-based customer
services and UGC*

Commerce One Holdings Inc. All Rights Reserved.

Recruit and train development
engineers*UGC: User Generated Content

30

2. Growth Strategy

Medium-term Policies for Achieving Growth
Incorporate Group companies’ highly specialized services into futureshop to create a stronger platform,

while allowing Group companies to use the futureshop’s customer base.
Enhance e-commerce-specific low-code CMS*1

Enhance omni-channel solutions

Provide learning curriculums and consulting

Enhance shopping cart
settlement functions

Support marketing and consulting

Fan-based marketing*2

SaaS-based
e-commerce
platform

SOLAIRO
Web-basedcustomer services

E-commerce back-end

Tsuhan-Suruzo
Automatic data
linkage & inventory
optimization

UGC※3

e-commerceusers

Commerce One Holdings Inc. All Rights Reserved.

e-commercemall branches

Brickandmortar
stores*１Low-code CMS：Content management system using the minimum necessary source code *３UGC: User Generated Content*２Live cottage：A service that can deploy live commerce to customers by setting up a live-streaming venue within the company’s own e-commerce site31

3. Growth Strategy – futureshop

Policies and Initiatives for Q1 FY3/2025 and Beyond
Product development policy⚫

⚫

Enhance shipping cost calculation and delivery date/time control
functions (to enhance support for food-related EC)
Enhance functions for shipping cost calculation by temperature range
and displaying an estimated delivery date

Enhance site production support functions (for production
companies, specifically by enhancing commerce creator
functions)Improve convenience when creating EC sites with commerce creator(CMS)

Shipping cost calculation for 3 temperature ranges, bundled packaging control, anddelivery lead time control, etc.

Implement template import/export functionality

Phase one update: Completed in January 2024
Phase two update: To complete in Spring 2024

Phase one update: Completed in January 2024
Phase two update: To complete in Fall 2024

Improve a function for regular sale and sale through a buyer’s club(subscription function)
Improve convenience for subscription users
Improve convenience for delivery date change and cancellation

Phase one update: Completed in July 2023
Phase two update: To complete in Fall 2024

Customer success policy⚫

⚫

Improve GMV and LTV by expanding store support services
Provide consulting services for customer attraction and advertising
Expand and enhance consulting services, which support EC sites at a growth stage,
so that they can attract customers and develop advertising approach in-house.

Commerce One Holdings Inc. All Rights Reserved.

⚫

Strengthen Live Commerce products
Strengthen live commerce functions

Develop new services in view of expected growth of the live commerce market⚫

Enhance linkage with external systems (API enhancement)
Enhance services for EC back-end functions
Enhance system linkage with the EC back-end system provided by SOFTELSales and marketing policy⚫

Improve brand awareness by strengthening sales promotions
and advertising
Strengthen marketing efforts
Aggressively invest in marketing to increase lead acquisition and eventually the
number of new contracts won.

32

3. Growth Strategy – SOFTEL

Commerce Connect
Provides SaaS-based multi-shop management functions.
Helps boost business growth by increasing expandability through modularization of functions with highdemand for customization.

FRONT

Grow GMV

BACK

Order management system (OMS)

Seller’s own
e-commerce sites“Aggressive”
EC strategy

Continued growthof user companies

Systeminvestment for“higher
efficiency”

Stock management system (SMS)

e-commercemall branches

Warehouse management system (WMS)
Brick-and-mortar
storesCommerce One Holdings Inc. All Rights Reserved.

Maximize customers’ profit

Item management system (IMS)33

3. Growth Strategy – SOFTEL

Commerce Connect
Transforms the e-commerce industry’s business model from “labor-intensive” to “data-intensive.”

Expands business through AI-based demand forecasting.
Different e-commerce sites are managed separately
as channels are not integrated

Seller’s own
e-commerce sites

Integrate channels to improve sales/management functions
while driving business performance with big data

E-commerce mall branches

e-commercemall branches

Brick-and-mortar stores

Seller’s own
e-commerce sites

Demandprediction

Labor-intensive model
Purchase

Stock

Sales

AI

Brick-and-mortar
storesData-intensive
model

Integrated
management

ERP

OrdersSales

Commerce One Holdings Inc. All Rights Reserved.

Stock

Purchase*

Orders*ERP: Enterprise Resource Planning34

3. Growth Strategy – SOFTELStarted implementation phase in generative AI projects for Commerce Connect and Tsuhan-Suruzo

Generative AI
Item management
and customer support functions

Improved productmanagement efficiency
Tools for product description writing
and communications

Captures purchase data and customer needs
and turning them into knowledge
Improves efficiency of customers’ entire
back-end operations

Optimize human resources

Integrated management

Commerce One Holdings Inc. All Rights Reserved.

All tasks can be completed
within the product

Maximum customer benefit
Support GMV growth※ ERP：Enterprise（企業） Resource（資源） Planning（計画）の略称

35

3. Growth Strategy – SOFTELPolicies and Initiatives for Q1 FY3/2025 and Beyond
Product development⚫

Next Generation Tsuhan-Suruzo "Commerce Connect”
Resumed development in April, after the project to make major specification changes
by a major mall customer was largely completed. Specifically, resumed development ofa product information linkage function with improved processing and development
efficiency as well as operation verification and a function to specify multiple delivery
destinations. Also, under way is a pilot development of a function to support productinformation creation powered by AI.

⚫

Provision of backyard options for futureshop

Resumed development and specific discussions on identifying customer needs,
identifying necessary functions, and developing support structure for futureshop.

Focusing on proposals including customized cases withhigh customer needs⚫

Cooperation with major mall warehouses
As we expect that the utilization rate of warehouses provided by such malls will
increase to improve delivery quality and ensure competitive advantage in selling, we
will promote proposals with a focus on collaborative functions.

⚫

Automatic invoice issuing function
A function that automatically determines and outputs the applicable invoice whencustomer information is read by a dedicated terminal such as a handy scanner. This
helps improve shipping efficiency and reduce human error.

Strengthening of sales and development structure⚫

Strengthen a sales and development base in Kanto region
Continue to dispatch SOFTEL engineers and conduct OJT*-based development to train SAMURAI TECHNOLOGY development personnel with an aim for developing a technicalteam capable of implementing the same level of customization as the Head Office Development Team.

⚫

Effectively use product introduction videos and customized case studies
Release a series of product introduction videos using YouTube and other media to target new potential customers. The aim is to acquire leads by providing easy-to-understandexplanations of customization, which is one of the strengths of Tsuhan-Suruzo. For existing customers, we will make proposals using a collection of customized case studies that we
has developed to date. In this way we will transform our sales system to be more proactive.

⚫

Accelerate branding and problem solving by holding Tsuhan-Suruzo seminars.
Continued to actively conduct joint seminars with external service vendors that have a high affinity with Tsuhan-Suruzo to improve product awareness and acquire leads. Regularstudy session seminars with existing customers are also being held on an ongoing basis.

Commerce One Holdings Inc. All Rights Reserved.

* OJT stands for “On the Job Training,” a training method to acquire business knowledge
through practice in the workplace.

363. Growth Strategy

Product Development Schedule
FY3/2024
1H

FY3/2025
2H

1H

FY3/2026
2H

1H

2H

Reinforcement of shipping cost calculation / delivery date display functions (functional improvement for food e-commerce sites)

Reinforcement of regular purchase / buying club functions (subscription)

Enhancement of omni channel functions through OMO*1

SOLAIRODevelopment of UGC*2 solution

Release ofDevelopment of a new version of FC Replicator*1 OMO: Online Merges with Offline*2 UGC: User Generated Content, or content created and generated by general users
Commerce One Holdings Inc. All Rights Reserved.

37

4

Overview of Our Business

Commerce One Holdings Inc. All Rights Reserved.

38

39

Future Shop Co., Ltd.

4. Overview of Our Business – futureshop

ARPU (Average Revenue Per User)
Monthly sales per store

ARPU (Average Revenue Per User)(Yen)

74,25475,00069,56470,00064,12265,00058,30360,00055,00050,00048,429With the expansion of the
e-commerce market, the functions
required for the growth of
EC business are expanding.
Given the situation above, ARPU
will steadily increase due toexpanded use of optional
functions and alliance tie-up
services.

51,49645,00040,00035,00030,000FY3/2019

Commerce One Holdings Inc. All Rights Reserved.

FY3/2020

FY3/2021

FY3/2022

FY3/2023

FY3/202440

4. Overview of Our Business – futureshop

Changes in GMV
Full-year FY3/2024 results
GMV: JPY198.89 bn (up 3.1% YoY)
GMV per store: JPY68,832 thousand (up 4.1% YoY)
GMV
(Billions of yen)

62,398

2,000
200

1,500
150

63,872

66,146

68,832GMV
per store(Yen)
70,00060,00046,27945,95350,00040,000
1,000
100

1,703
500
50

1,850

1,930

1,989

20,000

1,151

1,116

30,00010,00000

Annual GMV for FY3/2024
totaled JPY198.89 billion,
up 3.1% YoY
The impact of the return of consumption to
the real stores has been significant, with EC
consumption sluggish and GMV growth
remaining low. Nevertheless, GMV per store
increased 4.1% YoY, providing solid growthof customers. futureshop's target customers
have been narrowed down to mid-sized andlarger EC business operators.

0
2019年3月期
FY3/2019

2020年3月期
FY3/2020

GMV
Commerce One Holdings Inc. All Rights Reserved.

2021年3月期
FY3/2021

2022年3月期
FY3/2022

2023年3月期
FY3/2023

2024年3月期
FY3/2024

1店舗あたり年間GMV
Annual GMV per store
41

4. Overview of Our Business – futureshop

Omni-Channel Transition

Brick-and-mortar stores

4500

Number of brands

126

4000

140

120

3500
100

3000

2411

2500
2000

80

60

1500

Companies continue to invest
aggressively in OMO* andomni-channel.

40

1000
20

500

0

0

Q1

Q2

Q3

2 0FY3/2022
22年３月期Commerce One Holdings Inc. All Rights Reserved.

Q4

Q1

Q2

Q3

2 0FY3/2023
23年３月期

Q4

Q1

Q2

Q3

Q4

2 0FY3/2024
24年３月期*OMO stands for Online Merges with Offline, Meaning the fusion of online and offline.

424. Overview of Our Business – futureshop

Service Features
futureshop achieved overwhelmingly high GMV per store
even as a provider of non-customized services
GMV per store ofmajor SaaS-based EC platforms

Sales of customers who have been
under contract for more than two
years increased by

Futureshop customers by shop category(As of Q4 FY3/2024)

34.8% in average.

Other

For Q4 FY3/2024:
Average YoY growth rate*1(Thousands of yen)A

Brand-nameproducts,
Sports, DIY

B+34.8%
Apparel andfashionC

Cosmetics,
health foods,
fitnessD

66,146

futureshop

0

15,00030,00045,000Daily necessities, Foods andsundries andsweatsinterior
decoration

60,000* The above graph is based on estimated GMV per store of major SaaS-based EC platforms inJapan in FY2022 researched by the Company (excluding industry/subscription commerce-specificand customized models)Commerce One Holdings Inc. All Rights Reserved.

For Q4 FY3/2023:
Average YoY growth rate

+21.4%*1 Average growth rate of customers who have been undercontract for more than 2 years = Average sales growthrate of stores that have been under contract for morethan 2 years and have monthly sales of at least JPY1.
Value of rapid sales growth in the initial stage is omitted
by disregarding customers who have been in businessfor less than two years since start-up or renewal.
43

4. Overview of Our Business – futureshop

Service Features– Customer Satisfaction and Brand Awareness ofReceived the “Leader” badge in the e-commerce site
construction category at the ITreview Grid Award 2024
Spring for the 19th consecutive period.

Awareness“Leader” Badge:indicates that our product is highly rated in both customer satisfaction andbrand awareness on ITreview, a review site for business IT products and cloudservices.

Commerce One Holdings Inc. All Rights Reserved.

Satisfaction
E-commerce site construction category at the ITreview Grid
Degree of satisfaction (relative value) as of April 2024

44

4. Overview of Our Business – futureshop

Highly Economically Rational, Multi-tenant, Non-customized SaaS-type Business Model

A SaaS model in which software and server environment are shared by all customers
All customers, fromthose at a startup phaseto those with annual
sales of several billion
yen, run the same
software in the sameenvironment.

3 advantages of the SaaS model

Highly reliable security

Speedy version upgrades

Provides user-friendly system
updates and up-to-date secureenvironment

Enables efficient function
development and version
upgrades without user-specificdevelopment and operation

Highly satisfactory support
Provides highly satisfactory
support without customerspecific specifications

Backed by these advantages, futureshop’s business model can maximize the monetization of development resources.
Engineers can focus on product development, resulting in low turnover rates. As all users are in the same environment,
knowledge of successful cases is easy to accumulate and share and highly reproducible.
Commerce One Holdings Inc. All Rights Reserved.

45

4. Overview of Our Business – futureshop

Service strengths
While being a non-customized service, our service strengths lie in product technology and expandability to ensure
its customizability and Customer Success Team that supports the sales growth of users.

Expandability(Patent registered, Patent No. 6619478)

Provides a CMS tailored for
e-commerce that offers bothdesign customizability andupdatability

Connecting e-commerce andbrick-and-mortar storesTechnology

How to Improve
User’s Sales

Commerce One Holdings Inc. All Rights Reserved.

Integrates web andbrick-and-mortar sales
channels

Support by
Customer
SuccessTeam

From "I don't know what todo" to "I know what to do!"

Provides informative
programs, day-to-day
telephone/email support andconsulting services that help
expand e-commerce business46

4. Overview of Our Business – futureshop

Linkage with more than 100 EC support services

As a platform on which many excellent EC sites operate, futureshop is always linked quickly with trendy EC support
services and payment services.
Store operation management(order management)
CROSS MALL
通販する蔵
⚫ NEXT ENGINE⚫ TEMPOSTAR⚫ コマースロボ⚫ Robot-in⚫ zaiko Robot⚫ item Robot⚫ eシェルパモール2.0⚫ fun order⚫ GoQSystem⚫ 店舗アップ♪
⚫ 頑張れ♪店長！
⚫ まとまるEC店長⚫ 助ネコEC管理システム⚫ One'sCloset⚫ アパレル管理自動くん⚫ 特攻店長⚫ マイティ通信販売⚫ TATEMPO GUIDE⚫ Simplex⚫ 受注応援⚫ 速販UX⚫ タロスPOS⚫ dアプリ⚫
⚫

CODE Marketing Cloud for futureshop
MATTRZ CX for futureshop⚫ PUSH ONE for futureshop⚫
⚫
＿

MA/CRM⚫ カスタマーリングス⚫ うちでのこづち⚫ LTV-DB

LTV-Lab for futureshop⚫ WEBCAS⚫ LTV-Omni for futureshop⚫ アクションリンクfor futureshop⚫ DATA CAST for futureshop⚫ EC Intelligence for futureshop⚫

ECコネクター®

Commerce One Holdings Inc. All Rights Reserved.

Advertisement⚫ dfplus.io⚫ Criteo⚫ DFOマネージャー⚫ Logicad⚫ AdSIST⚫ KANADE DSP⚫ nend⚫ EC Booster
Influencers／Referral marketing⚫ toridori
Ads/EC operation support⚫

Smartphone apps
⚫ MGReExtension guarantee⚫ proteger

＿

EFO
⚫

EFOcats for futureshop＿

Gift support⚫ giftimize for futureshop⚫ AnyGift

Goods return support⚫ Narvar⚫ 返品くん＿Contact center support⚫
Re:lation

Security⚫

Web改ざん検知サービス for futureshop

Amazon Pay⚫ 楽天ペイ(オンライン決済)⚫ LINE連携(ログイン）⚫ Apple Payオプション⚫ PayPay (オンライン決済)⚫ SBペイメントサービス⚫

au PAYd払い⚫ NP後払い決済⚫ あと払い(ペイディ)⚫ エフレジ⚫ GMO後払い⚫
⚫

Logistics
mylogi⚫ ロジレス⚫ はぴロジ⚫ LogiMoPro⚫ Fulfillment by ZOZO
⚫ 富士ロジテックホールディングス⚫

エフカフェ運用支援

Recommendation
Recommendation engines⚫ awoo AI⚫ アイジェント・レコメンダー⚫ NaviPlusレコメンド＿

EAI (data linkage)⚫

b→dash⚫ WazzUp!
⚫ LOYCUS⚫

Settlement agent /ID settlement

Customer attraction

Customer communications
Web-based customer service/Web-based chat
⚫ AiDeal lite
⚫ KARTE⚫ Flipdesk⚫ Sprocket⚫ unisize⚫ チャネルトーク⚫ skinsense⚫ WhatYa

Use of coordination／Styling services⚫ STAFF START⚫ SNAPBOARD⚫ DROBEUse of UGC⚫ visumo social for futureshop⚫ Letro⚫ Instagram連携（ショッピング）
Site search⚫ GENIEE SEARCH for EC

Cross-border EC
WorldShopping BIZ⚫ shutto翻訳⚫ Buyee Connect⚫ アジアンブリッジ⚫

Product image creation⚫

SmartJPEG for Desktop⚫

canal for futureshop

Package production

Data analytics/MD support
radial⚫ LTV-Zaiko⚫

※for futureshop：futureshopの顧客専用の料金プランが用意されている。

47

4. Overview of Our Business – futureshop

FY3/2024 Q4 Customer Success Activities
Academy programs/seminars and one-to-one consultations available online
CS activities through customer-only seminars and open events
User-only small-group EC courses

Open seminar events

One-to-one on boarding sessions &free spot consulting sessions# of programs held: 63# of events held: 12# of consulting services offered:# of participants: 955# of viewers: 660

92

A March 2024 seminar explaining the use of ChatGPT, a conversational AI service, for SEO attracted great interest and drew more than 300 attendees.

Various seminars on the use of generative AI in e-commerce measures are planned for the future.
Commerce One Holdings Inc. All Rights Reserved.

48

4. Overview of Our Business – futureshop

FY3/2024 Q4 Business Highlights
Press release

February 8, 2024

Started offering future M-App, an application that seamlessly connects to the e-commerce site

The app automatically logs into the e-commerce site with a single tap from the app notification, not only increasing CVR, but alsoenabling sales promotions that connect the app, e-commerce site and store.

The future M-App application platform, which can be used in conjunction with e-commerce sites built with futureshop, was released as an
optional service. Through this linkage, customers using futureshop or futureshop omni-channel can connect their stores and e-commercesites through the creation and operation of apps, enabling cross-sectional online and offline sales promotions.

Apps linked to points system and membershipE-commerce site x App x Brick-and-mortar integration

cards

Commerce One Holdings Inc. All Rights Reserved.

49

4. Overview of Our Business – futureshop

FY3/2024 Q4 Business Highlights
Press release

January 17, 2024

Started accepting pre-applications for an optional service that enables au PAY (online payment) for
e-commerce sites built with futureshop.
Payment service with more than 33.3 million members can now be
introduced. A limited-time campaign with special rates is also being held.

Started accepting pre-applications on Wednesday, January 17, 2024
for an optional service that allows customers to use au PAY (online
payment), a smartphone payment service provided by KDDI
Corporation, via the online payment service of SB Payment Service
Corp.

Commerce One Holdings Inc. All Rights Reserved.

50

4. Overview of Our Business – futureshop

Q4 FY3/2024 Business Highlights
Upgrade 1

January 24, 2024

Automatically calculates shipping costs for bundled shipments of refrigerated, frozen, and ambient
products - a complicated task for food e-commerce
Three temperature zones are supported: refrigerated, frozen, and ambient.
By setting the temperature zone for delivery for each product, the system bundles products by temperature zone and automatically calculates shipping costs for
multiple shipments.
This enables more precise calculations of shipping costs for food e-commerce, allowing users to know exactly how much they need to pay for shipping when they
make a purchase.
This update aims to improve the user experience and conversion rate (CVR) of e-commerce sites.

Commerce One Holdings Inc. All Rights Reserved.

51

4. Overview of Our Business – futureshop

Q4 FY3/2024 Business Highlights
Upgrade 2

January 24, 2024

By setting a lead time, users' concerns about "When will it arrive?" are eliminated.
The correct available delivery date is calculated based on the two lead times of the product and delivery anddisplayed on the product page and shopping cart.
In the purchase procedure screen, the options are automatically displayed starting from the earliest possibledelivery date automatically calculated from the delivery destination prefecture.
Same-day and next-day delivery settings are also available, making it possible to respond to requests for urgent
orders.
We aim to improve the user experience and the conversion rate (CVR) on e-commerce sites, especially for foodproducts, where the delivery date and time are important factors in the purchasing decision.

Commerce One Holdings Inc. All Rights Reserved.

52

4. Overview of Our Business – futureshop

Q4 FY3/2024 Business Highlights
Press release

January 31, 2024

Started linking with AnyGift, an e-gift service provided by AnyReach Inc.

Increase gift sales and expand customer base with e-Gifts that can be easily sent to people whose addresses you don't know throughsocial networking sites, etc.
Customers using futureshop or futureshop omni-channel can not only achieve seamless operations such as automated inventory processing when purchasing and receiving e-gifts, butalso receive general gift support focused on the e-gift function.
Press release

February 29, 2024

Started linking with skinsense, an AI skin diagnostic system provided by Novera Inc.
Learned from the knowledge of over 400 beauty professionals! Patented high-quality AI skin diagnostic tool can now be provided withno-code.
Customers using futureshop or futureshop omni-channel can now be provided with an AI skin diagnostic tool that can be operated with no-code.
Press release

February 29, 2024

Started linking with PUSH ONE, a web push service provided by SiGNITY, Inc.
Displays sale information and follow-up on cart abandonment directly to site visitors' devices, assisting e-commerce businesses inincreasing sales.
Customers using futureshop or futureshop omni-channel can sign up for PUSH ONE for futureshop, a special plan for futureshop users.
Press release

March 14, 2024

Started working with Henpin-kun, a system for streamlining return and exchange operations provided by NextLab inc.
Enables smooth returns and exchanges, reducing the burden on customer service and improving the post-purchase experience at the sametime.
Customers using futureshop or futureshop omni-channel can now reduce the burden of returns and exchanges and improve the post-purchase experience.
Commerce One Holdings Inc. All Rights Reserved.

53

4. Overview of Our Business – futureshop

Synergy between futureshop and SOLAIRO

Deployment of AI solutions anddevelopment and provision of UGC*
solutions, leading to an improved
purchase rate of e-commerce sites,

SOLAIRO

Utilizing the natural language processing technology
cultivated through the operation of SOLAIRO’s
AI-powered web customer service solutions, thesynergy further evolves and accelerates marketing
communication support for customers.
Going forward, through collaboration between
SOLAIRO and futureshop, which operate a SaaS typee-commerce platform, we will proceed with the
deployment of AI solutions and development andprovision of UGC* solutions, leading to an improved
purchase rate of e-commerce sites.

Evolve and acceleratemarketing communication support for customers
Commerce One Holdings Inc. All Rights Reserved.

We aim to further enhance corporate value byachieving further synergies across the group.

* UGC: User Generated Content, or content created and generated by general users

54

4. Overview of Our Business – futureshop

UGC*1 Solution developed by SOLAIRO
Accelerate OEM development for futureshop to increase the Group’s GMV and ARPU, as well as increase thecompetitiveness of the solution and expand to other companies’ e-commerce platforms.

Promote_UGC
User Generated
Content

posting

Abundant reviews
Rich content

Collect

Utilize

Diverse word-of-mouth
content

Development intoadvertising use
Purchaserate
Ability to
attract
customers

SOLAIRO
Easy-to-post UX*2
Customer loyalty program

Commerce One Holdings Inc. All Rights Reserved.

AD

Company’s own EC*1 UGC: User Generated Content, or content created and generated by general users*2 UX: User Experience, or experience that users gain through products and services

55

56

Softel Inc.

4. Overview of Our Business – SOFTEL

Amount of Development Sales*1 / Development Sales per Customer*2(Thousands of yen)Amount of development sales*1

Development sales per customer*2

250,000

1,400

1,041

200,000

158,206
150,000

1,200
1,000

800
600

100,000

400

50,000
200
0

0

H1

H2
FY2021/3

Commerce One Holdings Inc. All Rights Reserved.

H1

H2

FY2022/3

H1

H2
FY3/2023

H1

H2
FY3/2024

Amount of development sales per
customer remained sluggish due topriority given to a project involving amajor mall's significant specification
changes. In the next fiscal year, while
prioritizing the development ofCommerce Connect, we will improve
efficiency by building up additionalcustomization for existing customers.
From FY2022/3 1Q, SOFTEL adopted percentof completion method. Therefore, except
small amount or short-term development
orders, sales of orders in progress also canbe booked. However, as delivery of thesystems tends to concentrate in September
and March, we indicate results in the term of
the 1H/2H.

*1 Sales amount of initial cost and customizing fee of
Tsuhan-Suruzo*2 Quotient of Amount of development sales / number ofthe companies installed or customized Tsuhan-Suruzo
during the said period57

4. Overview of Our Business – SOFTEL

Recurring Revenue*1(Thousands of yen)

Recurring revenue*1

Ratio of recurring revenue*2

160,000

60.0%

140,000

44.9% 50.0%

120,000

93,281

100,000
80,00040.0%

Steady increase in revenues due tothe increase in the number oflarge clients and the sophisticationof projects. Generally maintained astable level of 40% or more andbuilt a stable business foundation.

30.0%

60,00020.0%

40,000
10.0%

20,0000

In 2Q and Q4, the ratio of recurring
revenue tends to be lower due tocustomized sales growing as a result of
increased deliveries due to seasonal
factors.

0.0%

Q1

Q2

Q3

FY3/2022
Commerce One Holdings Inc. All Rights Reserved.

Q4

Q1

Q2

Q3

FY3/2023

Q4

Q1

Q2

Q3

FY3/2024

Q4*1 Monthly maintenance sales of Tsuhan-Suruzo*2 Value of recurring revenue divided by net sales of eachquarter58

4. Overview of Our Business – SOFTEL“Tsuhan-Suruzo” Concept

Customized
centralized management system

Seller’s
own EC

Brick-andmortar stores

あWhile non-customized ASP cannot
support e-commerce operators in
the field of backyard systems suchas inventory management, TsuhanSuruzo can reduce humanresources and costs by centrally
managing e-commerce operations
through customization, thereby
creating resources required forbusiness growth.

Tsuhan-Suruzo

Customized ASP

EC mall
Branch A
Commerce One Holdings Inc. All Rights Reserved.

EC mall
Branch B

59

4. Overview of Our Business – SOFTELBusiness Overview

BACK

FRONT

Core system
POS systems◼ Products
EC mall branches◼ Inventory◼ Orders◼ Customers

Tsuhan-Suruzo

Convert information
to adapt it to eachenvironment
appropriately

Shops
Logistics / Warehouse
Manufacturers(Suppliers)

Seller’s own EC

Commerce One Holdings Inc. All Rights Reserved.

60

4. Overview of Our Business – SOFTELOur Positioning
Expandability/Customizability

High

Customized centralized
management system
Cost advantage

Full scratch EC

Low

High

Non-customized ASP

SOFTEL helps customers improve
efficiency of their bloated
operations through strong
customizability and a wealth of
track records. Also, our system canaccelerate profitability of major
and medium-sized enterprises
through linkage with their coresystem and/or POS system.
SOFTEL has established a highly
expandable and customizable, yetcost-effective, positioning, basedon its accumulated expertise in
updating Tsuhan-Suruzo, the basis
for customization, and in meeting
diverse and sophisticated demands
from clients who regularly use oursystem.

Low
Commerce One Holdings Inc. All Rights Reserved.

61

4. Overview of Our Business – SOFTELRevenue Model
SOFTEL is expected to consistently boost revenue and client LTV, driven by additional customized development 3.7
times per year in average and increased maintenance fee in conjunction with the additional customization.

Consistent increase
in revenue!
Client LTV

Customizing /Maintenancefee

Initialcost

Maintenance of systems
that have become uniquethrough customization

Maintenance of systems
that were customized
upon initial installation

Uniqueness of the systems
Commerce One Holdings Inc. All Rights Reserved.

62

4. Overview of Our Business – SOFTEL

FY3/2024 Q4 Business Highlights
Clients using SOFTEL have won outstanding store of the year awards at various malls• Rakuten Shop of the Year 2023 24 stores awarded• Rakuten Shop of the Area 2023 8 stores awarded• Rakuten Rakuma Shop of the Year 2023 1 store awarded• Yahoo! Shopping Best Store Awards 2023 17 stores awarded• Yahoo! Auctions Best Store Awards 2023 2 stores awarded• au PAY Market BEST SHOP AWARD 2023

Commerce One Holdings Inc. All Rights Reserved.

15 stores awarded

63

Disclaimer and Forward-Looking Statements

This presentation material is prepared solely for the purpose of providing information on Commerce One Holdings Inc. (the“Company”) and its subsidiaries and is not intended for soliciting investment.
Business performance forecasts and any other forward-looking statements contained in this material have been determinedby the Company based on information currently available to the Company.
Forecasts are inherently subject to various uncertainties, and actual results may differ materially from these forward-looking
statements.
Note : This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between
this translated document and the Japanese original, the original shall prevail.

Commerce One Holdings Inc. All Rights Reserved.

64