The business combination described in this press release involve securities of Japanese companies. The business combination is
subject to disclosure requirements of Japan that are different from those of the United States. Financial information included inthis document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may
not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since
the issuers are located in Japan and some or all of their officers and directors reside outside of the United States. You may not beable to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws. It may bedifficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment. You should be awarethat the issuer may purchase securities otherwise than under the business combination, such as in the open market or throughprivately negotiated purchases.
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. GL Sciences Inc. and Techno Quartz Inc. assume no
responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

February 9, 2024
To Whom It May Concern:

Company:

GL Sciences Inc.

Representative:

Yoshihiro Nagami
President(Code: 7705, TSE Standard Market)

Contact:

Osamu Serizawa
Director; Executive Senior Manager, Administrative Div.
(Tel: +081-3-5323-6633)

Company:

Techno Quartz Inc.

Representative:

Ikunobu Sonoda
President(Code: 5217, TSE Standard Market)

Contact:

Toshihiro Asada
Executive Officer, General Manager, Administrative Div.
(Tel: +081-3-5354-8171)

Notice of Execution of Memorandum of Understanding on Management Integration of
GL Sciences Inc. and Techno Quartz Inc.
Through Establishment of a Joint Holding Company (Joint Share Transfer)
GL Sciences Inc. (“GL Sciences”) and Techno Quartz Inc. (“Techno Quartz”) hereby
announce as follows that they have reached a basic agreement on establishing a joint holding
company and integrating their management (the “Management Integration”) by way of a joint
share transfer (the “Share Transfer”), and that they adopted a resolution to execute a
memorandum of understanding on the Management Integration (the “MOU”) at their respective

board of directors meetings held today, and thereafter executed the MOU.

1.

Background, Purpose and Method of Transitioning to the Management Integration by wayof the Share Transfer(1)

Background to Management Integration
GL Sciences was established in 1968 for the manufacture and sales of gas
chromatography column fillers and consumable parts. At present, GL Sciences
principally engages in the development, manufacture and sales of gas/liquid
chromatography equipment and consumable parts, etc. A stable demand forchromatography and other analytical instruments is expected to continue hereafter, inview of the use of such instruments in a wide range of fields, including: food andbeverages; pharmaceuticals; cosmetics and perfumeries; environmental (water quality,
air, and soil); metals and mining; petrochemicals; energy; automobiles; and publicresearch institutions. However, due to intensified competition expected in the future, GL
Sciences is working on current tasks such as: seizing overseas markets where growth
can be expected; strengthening its development capabilities to enable the timely supplyof products; and making strategic investments to ensure sustainable growth.
Techno Quartz was established in 1976 as a subsidiary of GL Sciences, for the
manufacture and sales of products for laboratory equipment. Subsequently, in 1978, it
entered the field of quartz glass products for semiconductor manufacturing equipment,
which has currently become its main business. While the semiconductor industry, towhich Techno Quartz belongs, has a unique economic cycle known as the “silicon cycle,”
the continuous expansion of the market has been recognized, owing to factors such as
further digitalization based on the worldwide spread of smartphones and the explosive
development of AI technologies. Currently, the semiconductor market has entered theadjustment phase and there is a sense of stagnation; nevertheless, the amount of data to
be processed is expected to further increase in the future in connection with 5G
communications, the Internet of Things (IoT), AI and deep learning, and the full-scale
implementation of automated driving, and it is presumed that the trends toward
increased demand for semiconductors will continue on a medium-to-long term basis.
While economic activities are moving towards normalization in Japan as a result of
COVID-19 having been reclassified as a Class 5 disease, the future prospects of theJapanese economy continue to be unclear, principally due to a deteriorated outlook forthe global economy resulting from the prolonged situation in Russia and Ukraine, as
well as inflation caused by soaring energy prices and the further weakening of theJapanese yen, and the business environment has greatly changed for both GL Sciences2and Techno Quartz. In their business activities since their foundation, the GL Sciences
and Techno Quartz have both preserved the common basic philosophy of: "fully
demonstrating their social roles to the public; enhancing the value of their existence;bringing happiness to each of their employees; and maintaining and further developing
their companies. " "A stockholder and a staff show the sociality sufficiently to society,and raise the existence value, and win prosperity of a staff individual and makemaintenance of an enterprise and development be, and distribute the technology and thebenefit obtained from there among society justly." In the difficult circumstances
described above, both GL Sciences and Techno Quartz have identically come torecognize the need to build a solid management foundation that unites their corporategroup more than ever and to combine their own respective strengths, in order to ensuresustainable growth for the group as a whole, and increase their corporate values andfurther contribute to the development of their stakeholders. It is for this reason that GL
Sciences and Techno Quartz have reached the basic agreement on the Management
Integration.
(2)

Purpose of Management Integration
As described in 1.(1) above, the two companies, namely: (a) GL Sciences, which has adiverse range of customers, is not easily affected by macro trends, and has a solid businessfoundation of stably supporting the group’s profits; and (b) Techno Quartz, which is
expected to achieve further market growth and has established its status in a niche field,
will act as the core of the corporate group, and each of these two companies, as well as
the group as a whole, will strive to make further leaps forward and achieve increased
corporate value. More specifically, the Management Integration is expected to enable theaccomplishment of the following measures and effects:(i) Capturing growth opportunities through strengthened group strategy functions andoptimized management resource allocation
In the ever-changing environment surrounding GL Sciences and Techno Quartz,
optimizing the allocation of management resources across the group is considered to
be of the utmost importance in achieving a sustainable increase in corporate value
continuing into the future. In view of the fact that GL Sciences and Techno Quartz
have until now been making decisions on an independent footing, and the structureof the group, which has two mutually different companies as its members, namely,(a) GL Sciences, which has a stable business foundation, and (b) Techno Quartz,
which is affected by the economic cycle known as the “silicon cycle,” room for3

improvement is recognized in terms of investment and optimal resource allocation
to be made for the growth of the group as a whole. The Management Integration istherefore considered to enable the allocation of management resources in a mannerthat can achieve the growth of the group as a whole in line with the businesscharacteristics of GL Sciences and Techno Quartz, as well as active investments inthe fields of growth.
More specifically, it is considered that consolidating investment-related functionsin the joint holding company will principally enable centralized administration andthe accumulation of know-how which is currently dispersed across the group, as wellas the formulation of strategies based on the overview of the group as a whole,
implementation of investments in accordance therewith, and efficient developmentof human resources having professional expertise. In addition to conventionalorganic growth, inorganic growth will also be pursued by means of mergers andacquisitions.
Furthermore, with regard to the strengthening of human resources, which has
specifically been an issue for Techno Quartz that has rapidly grown along with theincreasing demand for semiconductors, the Management Integration will enable theassignment of personnel, with an eye focused on the strategies of the group as awhole, whereby human resource aspects will be reinforced in both business
operations and administration, and it is considered that this will result in supporting
the further growth of Techno Quartz.
Moreover, the Management Integration is expected to not only contribute to the
optimized allocation of management resources, but also to business synergies suchas the following between GL Sciences and Techno Quartz, on a medium-to-long termbasis: joint development using their related technologies; sales expansion throughapproaches to their common and new customers; and the strengthening of sales
functions through their mutual use of business bases.
(ii) Improving management efficiency through the consolidation of administrative
functionsThrough the Management Integration, GL Sciences and Techno Quartz will haveparallel positions under the umbrella of the joint holding company, and it isconsidered that this will allow for personnel exchanges, the engagement of various
human resources, and career development opportunities, which could not berealized to date, as well as the further permeation of management philosophy,
which the companies consider will enable the assignment of the right person to the4right position across the group, and the achievement of improved operational
efficiency and quality of the two companies as a result of their common functions
being consolidated in the joint holding company.
More specifically, the two companies are considering consolidating various
operations such as: strategic operations in charge of company-wide strategies andresource allocations, etc.; administration operations in charge of managing generalaffairs, accounting, finance, investor relations, etc.; personnel operations in chargeof recruitment, education, and training, etc.; IT operations in charge of IT research,
the furtherance of digital transformation (DX), and the development of future system
plans, etc. In addition, improving the efficiency and sophistication of such operations
is not only expected to contribute to the strengthening of corporate functions andgroup governance, but also to the top-line synergy effects on a medium- to long-termbasis, which will be achieved through the improved professionalism and productivityof the respective business divisions by freeing them from administrative work, aswell as through activities such as further promoting sales and strengthening new
product development capabilities.
(iii) Maximizing value provided to stakeholders and expediting decision-making
processes
Under a holding company that has group strategy functions, GL Sciences andTechno Quartz will strive to increase the value to be provided to their stakeholders,
including their shareholders, business partners and employees, by demonstratingsynergies, and working toward the growth of the group as a whole.
The issue of parent-subsidiary listing, which may create a structural conflict ofinterest, has been discussed as a corporate governance issue. With regard to the twocompanies mutually utilizing management resources, there is a recognized risk ofcertain restrictions or limitations arising in the future in their promoting such mutual
utilization in a prompt and smooth manner, due to concerns about possible conflictsof interest between GL Sciences and Techno Quartz’s minority shareholders, as well
as from the perspective of Techno Quartz securing independence. However, as aresult of the Share Transfer, by causing the joint holding company to have thefunction of developing group-wide management strategies and thereby separating
the development of management strategies from the execution thereof anddelegating decision-making authority to GL Sciences and Techno Quartz concerning
their business, as well as aligning interests within the group, GL Sciences and Techno
Quartz consider that they can build a structure that allows them to pursue synergy5effects through prompt decision-making and group-wide sharing of management
resources.
(3)

Method of transitioning to a holding company structure
GL Sciences and Techno Quartz will establish a joint holding company by way of a
joint share transfer and will thereby transition to a holding company structure. As a result,
GL Sciences and Techno Quartz will become the wholly-owned subsidiaries of such joint
holding company to be established, and their shares will be delisted from the stock market.
With regard to the shares of the joint holding company that are to be newly delivered tothe shareholders of GL Sciences and Techno Quartz, a technical listing application isplanned to be made to the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”),
in order for such shares to be listed on the Tokyo Stock Exchange Standard Market.
Accordingly, the planned policy is to substantially maintain the listing of the shares.

(4)

Governing body structure for the joint holding company
With regard to the governing body structure for the joint holding company, it has been
agreed upon in the MOU that the joint holding company will be a company with an audit
and supervisory committee.

(5)Directors of the joint holding company
The joint holding company will have six (6) directors, including three (3) outside
directors. Among the three (3) directors of the joint holding company (other than theoutside directors), two (2) directors will be nominated by GL Sciences, and one (1)director will be nominated by Techno Quartz, respectively. In addition, among the three(3) outside directors of the joint holding company, two (2) outside directors will be
nominated by GL Sciences, and one (1) outside director will be nominated by Techno
Quartz, respectively. Furthermore, the joint holding company will have three (3) audit
and supervisory board members, among which two (2) audit and supervisory board
members (outside directors) will be nominated by GL Sciences, and one (1) audit andsupervisory board member (outside director) will be nominated by Techno Quartz,
respectively.

2. Summary of the Share Transfer(1)

Schedule for the Share Transfer

Board of directors meeting to approve the MOU (bothcompanies)
6

Friday, February 9, 2024 (today)Execution of the MOU (both companies)

Friday, February 9, 2024 (today)

Record date for annual meeting of shareholders (bothSunday, March 31, 2024

companies)(Scheduled)

Resolution of board of directors meeting to approve the

Mid-May 2024 (Scheduled)

Integration Agreement and Share Transfer plan (bothcompanies)
Execution of the Integration Agreement and preparation

Mid-May 2024 (Scheduled)of the Share Transfer plan (both companies)
Annual meeting of shareholders to approve the ShareFriday, June 21, 2024 (Scheduled)Transfer plan (Techno Quartz)
Annual meeting of shareholders to approve the Share

Tuesday, June 25, 2024

Transfer plan (GL Sciences)(Scheduled)

Final trading date on the Tokyo Stock Exchange (bothThursday, September 26, 2024

companies)(Scheduled)

Date of delisting from the Tokyo Stock Exchange (bothFriday, September 27, 2024

companies)(Scheduled)

Scheduled integration date (registration date of

Tuesday, October 1, 2024

establishment of the joint holding company)(Scheduled)joint holding company Listing Date

Tuesday, October 1, 2024
(Scheduled)* Shown above is the current schedule, which is subject to change through mutual consultation
between GL Sciences and Techno Quartz, in the course of carrying out the procedures for the
Share Transfer.
(2)

Method of the Share Transfer
A joint share transfer will be conducted, pursuant to which GL Sciences and Techno
Quartz will both become the “wholly-owned subsidiaries in the share transfer,” and thejoint holding company to be newly established will become the “wholly-owning parent
company in the share transfer.”(3)

Details of allotment pertaining to the Share Transfer
GL Sciences

Techno Quartz

1.00

2.10

Share transfer ratios(Note 1)

Detailed matters on the allotment of shares pertaining to the Share Transfer
7

It is planned that one (1) share of the joint holding company’s common stock will bedelivered for each share of GL Sciences’ common stock and that two point one zero
(2.10) shares of the joint holding company’s common stock will be delivered for eachshare of Techno Quartz, respectively. If, as a result of the Share Transfer, there is any
fraction of less than one (1) share in the respective numbers of shares of the joint holding
company’s common stock that are required to be delivered to the shareholders of GL
Sciences or Techno Quartz, the amount corresponding to such fraction of less than one(1) share will be paid to the relevant shareholders in accordance with the provisions ofArticle 234 of the Companies Act and other related laws and regulations; provided,
however, that the share transfer ratios specified above are subject to change throughmutual consultation between the two companies, if there is any material change in anyof the conditions forming the basis for the calculation thereof.
(Note 2)

Number of new shares to be delivered by the joint holding company(planned): 18,379,751 shares of its common stock

The number of shares specified above is calculated based on GL Sciences’ total
number of issued shares of 11,190,000 shares (as of December 31, 2023), and Techno
Quartz’s total number of issued shares of 3,900,000 shares (as of December 31, 2023).
As GL Sciences and Techno Quartz are respectively planning that, before the Share
Transfer takes effect, they will cancel their treasury shares which are currently held or
may hereafter be newly acquired by them, within the range of such treasury shares thatcan be cancelled in practice, it is not planned that the shares of the joint holding company
will be allotted for the treasury shares respectively held by GL Sciences and Techno
Quartz as of December 31, 2023 (GL Sciences: 930,224 shares; Techno Quartz: 33,345
shares); provided, however, that, as the numbers of treasury shares to be actuallycancelled before the effective date of the Share Transfer have not yet been determined,
the aforementioned number of new shares to be issued by the joint holding company issubject to change.
(4)

Handling of share options and bonds with share options issued by the companies thatare to become wholly-owned subsidiaries
Neither GL Sciences nor Techno Quartz has issued any share options or bonds withshare options.

(5)Payment of dividends by the two companies based on the record date preceding theestablishment of the joint holding company
GL Sciences is planning to pay a dividend of 70 yen per share of its common stock to8the shareholders and registered share pledgees of shares of GL Sciences’ common stock
who are stated or recorded in its final shareholder register as of March 31, 2024, on thepremise that a resolution to such effect will be adopted at its annual meeting ofshareholders to be held on June 25, 2024.
Techno Quartz is planning to pay a dividend of 130 yen per share of its common stock
to the shareholders and registered share pledgees of shares of Techno Quartz’s common
stock who are stated or recorded in its final shareholder register as of March 31, 2024, on
the premise that a resolution to such effect will be adopted at its annual meeting ofshareholders planned to be held on June 21, 2024.
(6)

Handling of treasury shares and the shares of the joint holding company that are to be
allotted to GL Sciences and Techno Quartz
As GL Sciences and Techno Quartz are respectively planning that, before the Share
Transfer takes effect, they will cancel their treasury shares which are currently held or
may hereafter be newly acquired by them, within the range of such treasury shares thatcan be cancelled in practice, it is not planned that the shares of the joint holding company
will be allotted for each company’s treasury shares; provided, however, that, due to thenumber of treasury shares to be actually cancelled before the effective date of the Share
Transfer not yet having been determined, the aforementioned number of new shares to beissued by the joint holding company is subject to change.
In making the Share Transfer, as a result of the shares of the joint holding company
being allotted to the shares of Techno Quartz held by GL Sciences (2,542,000 shares asof December 31, 2023) according to the relevant share transfer ratio, GL Sciences will beholding the shares of the joint holding company, which will become its wholly-owningparent company. However, on and after the effective date of the Share Transfer, suchshares of the joint holding company, including those paid to the joint holding company
as dividends in kind, will be disposed of at a reasonable timing in accordance with theprovisions of the Companies Act. The method of such disposal will be announced as soon
as it is determined.

3. Grounds for Details of Allotment Pertaining to the Share Transfer(1)

Grounds and reasons for details of allotment
To ensure the fairness of the share transfer ratio and other aspects of the Share Transfer,
GL Sciences has appointed Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(“Mitsubishi UFJ Morgan Stanley Securities”) as its financial advisor and third-party
valuation institution, and TMI Associates as its legal advisor. Meanwhile, Techno Quartz has
9appointed Daiwa Securities Co., Ltd. (“Daiwa Securities”) as its financial advisor and thirdparty valuation institution, and City-Yuwa Partners as its legal advisor. Both companies haveobtained valuation reports with regard to the share transfer ratio from their respective thirdparty valuation institutions as of February 8, 2024.
GL Sciences and Techno Quartz carefully examined the share transfer ratio upon
comprehensively taking into consideration: (i) the calculation results and advice regarding
the share transfer ratio that were provided by their respective financial advisors and thirdparty valuation institutions; (ii) the advice from their respective legal advisors; and (iii) the
results of due diligence mutually conducted on one another, their respective financial
conditions, business performance trends, share price trends, etc., in addition to having aseries of negotiations and discussions, and ultimately reached the conclusion that the sharetransfer ratio described in 2. (3) above is appropriate, and agreed to the share transfer ratio
in the Share Transfer at their respective board of directors meetings held today.
(2)

Matters relating to the valuation(i) Name of the valuation institutions and relationship with GL Sciences and Techno
QuartzNeither Mitsubishi UFJ Morgan Stanley Securities, as the valuation institution of GL
Sciences, nor Daiwa Securities, as the valuation institution of Techno Quartz, is a related
party of either GL Sciences or Techno Quartz or has any material interest that should bespecifically noted in connection with the Share Transfer.
(ii) Outline of calculation
Mitsubishi UFJ Morgan Stanley Securities has adopted and made calculations using:(a) the market stock price analysis on the grounds that the shares of the Companies arelisted on a financial instruments exchange and their market stock prices are available;(b) the comparable peer company multiple analysis on the grounds that there exist
multiple comparable listed peer companies with respect to both Companies and that thestock price is available for comparable peer company multiple analysis; and (c) the
discounted cash flow analysis (“DCF Analysis”) in order to reflect the status of futurebusiness activities to the assessment.
For the market stock price analysis, the closing price of the share price on thecalculation base date on the Tokyo Stock Exchange and the simple average of the closing
prices on the respective transaction dates for the respective periods of one (1) monthprior to the calculation base date, three (3) months prior to the calculation base date andsix (6) months prior to the calculation base date on the Tokyo Stock Exchange have been10

adopted with the calculation base date of February 8, 2024.
The calculation of prices using the DCF Analysis is based on various factors, such as
the profits in the financial prospects and investment plans provided by the managementof GL Sciences and Techno Quartz, all of which have been acknowledged by bothCompanies to be used for the purpose of the calculation, results of the due diligence
conducted on GL Sciences and Techno Quartz and other information generally madeavailable to the public. For the avoidance of doubt, the financial prospects of theCompanies on which the calculations are based do not include those for fiscal years inwhich significant increases or decreases in profits are expected.
The results of the calculations under each of the above methods are as follows. The
results of the calculations of the share transfer ratio below represent the results of thecalculations of the number of common shares of the Joint Holding Company to be
allotted for one common share of Techno Quartz where one common share of the Joint
Holding Company is allotted for one common share of GL Sciences.
Adopted method

Calculation results of share transfer ratio

Market stock price analysis

1.90 to 2.08

Comparable peer company

1.62 to 2.43

multiple analysis
DCF Analysis

1.55 to 2.90

(Note 1) The analysis by Mitsubishi UFJ Morgan Stanley Securities and the analysis of
the underlying share transfer ratio are provided to the board of directors of GL Sciences
for its reference only. Such analysis does not constitute a financial opinion or
recommendation of Mitsubishi UFJ Morgan Stanley Securities or its affiliates, nor doesit provide its approval of the Share Transfer, or an opinion or recommendation to theshareholders of GL Sciences or Techno Quartz regarding the transfer and acquisition ofshares and the exercise of the shareholder rights, including the exercise of voting rights,
or their consent to the Share Transfer or any other related matters. Mitsubishi UFJ
Morgan Stanley Securities relies on the information that is already publicly available or
any information provided by GL Science or Techno Quartz or otherwise obtained forthe analysis and calculation of the share transfer ratio, assuming that such informationis accurate and complete, and has not independently verified the accuracy andcompleteness thereof. Also, Mitsubishi UFJ Morgan Stanley Securities assume that thefinancial prospects reflect the best prospects and judgement currently available withrespect to the future financial condition of GL Science and Techno Quartz and has been11

reasonably prepared and provided by the management of GL Science and Techno Quartz.
Mitsubishi UFJ Morgan Stanley Securities has not made or obtained any independent
assessment or appraisal of the assets and liabilities (including contingent liabilities) of
GL Science, Techno Quartz or their affiliates, nor has it requested any third-party
institution to value or appraise them. Mitsubishi UFJ Morgan Stanley Securities’
analysis is based on economic, financial, market, and other conditions as of thecalculation base date of the share transfer ratio calculation report and on information
available to Mitsubishi UFJ Morgan Stanley Securities as of such date. Although there
is a possibility that an event occurring on or after the date may affect the basis on which
the Mitsubishi UFJ Morgan Stanley Securities’ analysis and the share transfer ratio
calculation report have been prepared, Mitsubishi UFJ Morgan Stanley Securities is not
obligated to update, revise or reconfirm the share transfer ratio calculation report or its
analysis. In addition, the preparation of the share transfer ratio calculation report and theunderlying analysis therefor was a complex process and is not necessarily suitable forpartial analysis or summary description. The valuation ranges based on the specificanalysis described herein may not be considered as Mitsubishi UFJ Morgan Stanley
Securities’ assessment of the actual value of GL Science or Techno Quartz.
Daiwa Securities, on the other hand, has adopted and made calculations using: (a) themarket share price method, on the grounds that the shares of GL Sciences and Techno
Quartz are listed on a financial instruments exchange and that their market share prices
are therefore available; and (b) the discounted cash flow method (the “DCF Method") ,in order to reflect the future status of business activities in the assessment.
For the market share price method, the closing price of the share price on thecalculation reference date on the Tokyo Stock Exchange and the simple average closing
prices on the Tokyo Stock Exchange over the one (1) month, three (3) months and six(6) months periods prior to the calculation reference date have been adopted with thecalculation reference date of February 8, 2024.
Under the DCF Method, the corporate value is evaluated by discounting future cash
flows, etc. based on financial forecasts prepared by GL Sciences and Techno Quartz tothe present value, using a certain discount rate. For the avoidance of doubt, the financial
forecasts of the two companies which the calculations are based do not include those forfiscal years in which significant increases or decreases in profits are expected.
The results of the calculations under each of the methods above are as specified in thetable below. The results of the calculations of the share transfer ratio specified below
show the numbers of the joint holding company’s common stock to be allotted for eachshare of Techno Quartz’s common stock, where one (1) share of the joint holding
12company’s common stock is allotted for each share of GL Sciences’ common stock.

(3)

Adopted Methods

Share Transfer Ratio Calculation Results

Market share price method

1.90 to 2.08

DCF Method

1.72 to 2.41

Handling of expected delisting and the joint holding company’s listing application
GL Sciences and Techno Quartz are planning to conduct the initial listing of the sharesof the newly established joint holding company on the Tokyo Stock Exchange. The listingdate is scheduled for October 1, 2024. Furthermore, as GL Sciences and Techno Quartz
will become wholly-owned subsidiaries of the joint holding company upon the Share
Transfer, their shares are respectively planned to be delisted from the Tokyo Stock
Exchange as of September 27, 2024, prior to the listing of the joint holding company. The
actual delisting date will be determined pursuant to the relevant regulations of the Tokyo
Stock Exchange.

(4)

Measures to ensure fairness
As GL Sciences is the controlling shareholder of Techno Quartz, and Techno Quartz isa subsidiary of GL Sciences, the Share Transfer constitutes a material transaction, etc. forTechno Quartz. Therefore, the following measures have been taken to ensure the fairnessof the Share Transfer:(i) Obtaining valuation reports from independent third-party valuation institutions
To ensure the fairness and adequacy of the Share Transfer, as set out in 3.(1) above,
GL Sciences appointed Mitsubishi UFJ Morgan Stanley Securities, and Techno Quartz
appointed Daiwa Securities, respectively, as third-party valuation institutions
independent of each such company, and received a share transfer ratio valuation report
to form the basis for their agreement on the share transfer ratios to be used for the Share
Transfer. It should be noted that neither of the two companies have obtained a written
opinion (known as “a fairness opinion”) from their third-party valuation institutions to
the effect that the share transfer ratios specified above are adequate for their respective
shareholders from a financial perspective.
(ii) Advice from independent law firms
To ensure the fairness and adequacy of the Share Transfer, GL Sciences appointed
TMI Associates, and Techno Quartz appointed City-Yuwa Partners, respectively, as
13

legal advisors independent of each such company, and they have been receiving legal
advice from their legal advisors concerning matters such as the procedures for the Share
Transfer, as well as the decision-making methods and process involved in the Share
Transfer. Neither TMI Associates nor City-Yuwa Partners is a related party of either
company, or has any material interest in the Management Integration that should bespecifically stated.
(5)

Measures to avoid conflicts of interest
As of December 31, 2023, GL Sciences holds 65.74% of Techno Quartz’s total
number of issued shares (excluding its treasury shares). As GL Sciences is thecontrolling shareholder of Techno Quartz, and Techno Quartz is a subsidiary of GL
Sciences, the Share Transfer constitutes a material transaction, etc., with a controllingshareholder for Techno Quartz. Therefore, the following measures have been taken to
ensure the fairness of the Share Transfer:(i) Obtaining a written report from a special committee with no interest in Techno Quartz
In order to exercise care in Techno Quartz’s decision making regarding theManagement Integration, so as to thereby (i) avoid the risk of arbitrariness and conflictsof interest in Techno Quartz’s board of directors meeting’s decision-making process andensure the fairness thereof, as well as to (ii) confirm that the decision by Techno Quartz’s
board of directors meeting to carry out the Management Integration would not bedisadvantageous for Techno Quartz’s minority shareholders, on November 21, 2023
Techno Quartz’s board of directors meeting established a special committee (the“Techno Quartz Special Committee”) made up of three (3) members: Mr. Kazuya
Ishikawa, Mr. Shigeki Taniguchi, and Mr. Taketo Morita, each an outside director ofTechno Quartz notified to the Tokyo Stock Exchange as an independent officer, who has
no interest in GL Sciences or Techno Quartz. The members of the Techno Quartz Special
Committee have not changed since it was first established, and such committee has
elected Mr. Kazuya Ishikawa as its chair by a mutual vote of the committee members.
Techno Quartz’s board of directors meeting has requested the Techno Quartz Special
Committee to provide advice as to: (a) whether the purpose of the Management
Integration can be found to be legitimate and reasonable (including whether theManagement Integration will serve to increase Techno Quartz’s corporate value); (b)whether the fairness and adequacy of the transaction terms of the Management
Integration (including the share transfer or share exchange ratios in the event of a joint
share transfer or share exchange) has been ensured; (c) whether sufficient consideration14

has been given to the interests of Techno Quartz’s shareholders through fair proceduresin the Management Integration; and (d) whether, in addition to (a) through (c) above, theManagement Integration is not disadvantageous to Techno Quartz’s minority
shareholders ((a) through (d) are hereinafter collectively referred to as the “Techno
Quartz Inquiry Matters”).
In addition, Techno Quartz’s board of directors meeting resolved that it will makedecisions on the Management Integration by giving maximum respect to the Techno
Quartz Special Committee’s opinion. More specifically, if the Techno Quartz Special
Committee considers the Management Integration to be disadvantageous to Techno
Quartz’s minority shareholders, Techno Quartz’s board of directors meeting will not
approve the promotion and execution of the Management Integration.
Techno Quartz’s board of directors meeting resolved to grant the Techno Quartz
Special Committee the authority to: (a) negotiate (including indirect negotiations throughTechno Quartz and its advisors) on transaction terms, etc., as necessary; (b) appoint
advisors to the Techno Quartz Special Committee at Techno Quartz’s expense (including
the authority to retrospectively approve City-Yuwa Partners as Techno Quartz’s legal
advisor and Daiwa Securities as Techno Quartz’s financial advisor and third-party
valuation institution, whose appointment was approved by Techno Quartz’s board of
directors meeting); and (c) receive information necessary for them to review and makedeterminations on the Management Integration from Techno Quartz and GL Sciences(including their officers and employees). It should be noted that the remuneration paid
to the committee members of the Techno Quartz Special Committee is only fixed
remuneration that is paid irrespective of the success of the Management Integration andthe content of the report, and does not include any contingency fees conditioned on theannouncement or implementation, etc. of the Management Integration.
The Techno Quartz Special Committee conducted careful examination of the Techno
Quartz Inquiry Matters by holding a total of 10 meetings for a total of approximately 9.5hours from December 5, 2023 to February 8, 2024, as well as by stating their opinions,exchanging information, and collecting information, etc. through e-mails, etc. outside of
meetings, and holding ad hoc discussions as necessary.
More specifically, at the initial meeting of the Techno Quartz Special Committee,
Techno Quartz Special Committee first confirmed whether there were any issues with
the independence and expertise of Daiwa Securities as Techno Quartz’s financial advisor
and third-party valuation institution and City-Yuwa Partners as its legal advisor, andrespectively approved such parties as its financial advisor and third-party valuation
institution, and legal advisor, and confirmed that it can receive professional advice as
15

necessary for the Techno Quartz Special Committee.
The Techno Quartz Special Committee also approved the Techno Quartz directors, etc.,
involved in examining the Management Integration upon confirming that their
independence from GL Sciences had been ensured and that there were no problems froma conflict-of-interest perspective.
The Techno Quartz Special Committee then: (a) received explanations from Techno
Quartz regarding the details of the Management Integration proposal and the purpose,significance and expected synergies, etc. of the Management Integration, as well as the
background to the preparation of Techno Quartz’s business plan and the content thereof,etc., and asked questions and received answers regarding these matters; (b) received
explanations from GL Sciences regarding the purpose, significance and expectedsynergies, etc. of the Management Integration, the structure of the Management
Integration, the reasons for selecting the timing of the Management Integration and thebasic policy regarding the proposed integration ratio, as well as the management policyof the group after the Management Integration, and asked questions and received answers
regarding such matters; (c) received explanations on the results and reasons for the
calculations of the share transfer ratios as well as the scheme for the Management
Integration from Techno Quartz’s financial advisor and third-party valuation institution,
Daiwa Securities, and asked questions and received answers regarding such matters; (d)received advice from Techno Quartz’s legal advisor, City-Yuwa Partners, regarding thedetails of measures to ensure the fairness of the Management Integration from aprocedural perspective as well as the decision-making method and process of Techno
Quartz’s board of directors meeting regarding the Management Integration and othermeasures to avoid conflicts of interest, and asked questions and received answers
regarding such matters; and (e) collected information regarding the Management
Integration from related materials, etc. submitted in relation to the Management
Integration, and also used such information to carefully discuss, examine, and deliberateon the Techno Quartz Inquiry Matters.
It should be noted that the Techno Quartz Special Committee was involved in thenegotiation process of the Management Integration, such as by discussing the negotiation
policy, etc. multiple times, and stating its opinion to Techno Quartz on multiple occasions
upon receiving timely reports on the process and details, etc. of discussions andnegotiations regarding the Management Integration from Techno Quartz.
With that background, the Techno Quartz Special Committee conducted careful
deliberation and examination of the Techno Quartz Inquiry Matters based on such
explanations, the results of valuations, and other examination materials, and submitted
16

its written report to Techno Quartz’s board of directors meeting on February 8, 2024,
generally as set out below.
(a). Whether the purpose of the Management Integration can be found to bejustifiable and reasonable (including whether the Management Integration willserve to improve Techno Quartz’s corporate value)
According to an examination of the materials that the Techno Quartz Special
Committee has received from Techno Quartz and the results of interviews, etc.
with Techno Quartz and GL Sciences, Techno Quartz’s management issues are
the need to: (i) secure scarce personnel resources; (ii) further improve production
capacity; and (iii) establish strong corporate functions to support both site andbusiness sides of Techno Quartz, to capture market growth under the anticipatedmedium- to long-term trend of expansion in semiconductor demand in thebusiness environment. The purpose of the Management Integration is to achieve
further increased corporate value in the future, with the aim of having the entire
group leap forward by establishing a stronger unity than ever with GL Sciences
which possesses a robust business foundation capable of consistently supporting
the group’s revenue, under the anticipated medium- to long-term trend of
expansion in semiconductor demand while undergoing short-term adjustment
phases. The Techno Quartz Special Committee also considers that there are no
particular doubts about the management environment and management issues
surrounding Techno Quartz as recognized by Techno Quartz, and that the above
purposes are reasonable.
In addition, the Management Integration will contribute to the increased
corporate value of the entire GL Sciences group, including Techno Quartz, as theManagement Integration will enable them to achieve measures and effects suchas: (i) capturing growth opportunities through strengthened group strategyfunctions and optimized management resource allocation; (ii) improving
management efficiency through the consolidations, etc., of administrative
functions; and (iii) maximizing value provided to stakeholders and expediting
decision-making processes. The explanations that the Techno Quartz Special
Committee received from Techno Quartz and GL Sciences, as well as the
responses that Techno Quartz and GL Sciences gave to the questions that theTechno Quartz Special Committee asked Techno Quartz and GL Sciences withrespect to the above measures and effects, etc., were found to be reasonable interms of their contents. Therefore, the Techno Quartz Special Committee
17

considers that the measures and effects, etc. for the increased corporate value
assumed by the two companies are reasonable, and that a certain increase incorporate value is expected as a result of the Management Integration.
In addition, as Techno Quartz and GL Sciences consider that: (i) there could
be a risk of certain restrictions and limitations on the mutual utilization ofmanagement resources because of concerns about conflicts of interest with theirrespective minority shareholders if Techno Quartz and GL Sciences maintaintheir current capital relationship, in which they are in a position to conduct
independent business operations as listed companies; (ii) the rapid decisionmaking and further sharing of management resources across the entire group canbe realized through the establishment of a joint holding company through theManagement Integration, thereby dissolving the parent-subsidiary listing
structure with the aim of aligning interests within the group; and that (iii) the
scheme of the Share Transfer is the best option to respect the corporate culturesand climates of both companies and to establish a structure that allows eachcompany to develop its strengths and pursue synergies while maintaining theirrespective business frameworks. Considering that, in the Share Transfer, theminority shareholders of Techno Quartz, as shareholders of the joint holding
company, will be in a position to continuously enjoy the benefits of increased
corporate value resulting from the Management Integration, in implementing theManagement Integration in order to increase the possibility of achieving
synergies in accordance with the considerations of the two companies as set forth
above, the decision to select the Share Transfer as the legal scheme thereof isconsidered to be sufficiently reasonable.
Furthermore, although there are disadvantages that may arise to Techno
Quartz and each of its stakeholders due to Techno Quartz no longer being a listedcompany as a result of the Management Integration, such as: (i) difficulty inacquiring human resources; (ii) damage to credibility; (iii) weakening of thegovernance system; and (iv) limitation of information disclosure, etc., thesedisadvantages are considered to be limited because the joint holding company
will continue to perform the relevant functions as a listed company after theManagement Integration.
In light of the above, the Management Integration will contribute to theincreased corporate value of Techno Quartz, and the purpose of the Management
Integration is considered justifiable and reasonable in light of the grounds forchoosing the relevant corporate structure, and the possible disadvantages that18

may be assumed.
(b). Whether the fairness and adequacy of the terms of the Management Integration(including the share transfer or share exchange ratio in the event of a joint sharetransfer or share exchange) is maintained
The Techno Quartz Special Committee obtained a share transfer ratio
valuation report from Techno Quartz’s financial advisor and third-party
valuation institution, Daiwa Securities. In light of the share transfer ratio ofTechno Quartz’s shares in the said valuation report, the share transfer ratio(1:2.10) for the Management Integration exceeds the upper limit value ratio of
the calculation results based on the market share price method, and the premium
over the market share price for the share price used as the basis for the sharetransfer ratios exceeds an average level compared to respective premiums fromthe share prices of the immediately preceding day, one (1)-month average, three(3)-month average, and six (6)-month average in the cases of management
integration projects by way of the share transfer method. In addition, the sharetransfer ratios for the Management Integration is at a level above the range of themedian ratio of 2.06 of the calculation results under the DCF Method. According
to the explanation that the Techno Quartz Special Committee received from
Daiwa Securities, Daiwa Securities’ calculation methods for the share transfer
ratio, the market share price method and the DCF Method are considered to begeneral and reasonable methods in light of current practices. As for the DCF
Method, it is confirmed that the content of the calculation was reasonable in lightof current practices, and that there is nothing particularly unreasonable in thebusiness plans of Techno Quartz and GL Sciences which are used as the basis forthe calculation.
In addition, in the process of negotiating and determining the share transfer
ratios for the Management Integration, the Techno Quartz Special Committee
examined whether the share transfer ratios for the Management Integration arereasonable in light of the interests of Techno Quartz’s minority shareholders,
upon receiving advice from Daiwa Securities on the negotiation policy from afinancial standpoint, giving instructions regarding the negotiation policy withGL Sciences, and receiving reports on the negotiation process.
Moreover, no unreasonableness is found in the method of the Management
Integration as any of Techno Quartz’s minority shareholders who are not satisfied
with the share transfer ratios for the Management Integration will be provided
19

with a method to secure their economic interests through the procedures of
exercising dissenting shareholders’ appraisal rights as provided for in the
Companies Act.
Furthermore, neither any circumstances that would be disadvantageous toTechno Quartz’s minority shareholders nor any other specific circumstances thatwould cast doubt on the fairness of the process for determining the share transfer
ratios for the Management Integration have been found by the Techno Quartz
Special Committee as a result of examining the draft of the MOU and othertransaction terms that have been shared by Techno Quartz related to the Share
Transfer.
Comprehensively taking the above points into consideration, the Techno
Quartz Special Committee has concluded that the fairness and adequacy of theterms of the Management Integration (including the share transfer ratios) havebeen ensured.
(c). Whether sufficient consideration has been given to the interests of Techno
Quartz’s minority shareholders through fair procedures in the Management
Integration
The Techno Quartz Special Committee has determined that sufficientconsideration has been given to the interests of the minority shareholders ofTechno Quartz through fair procedures in the Management Integration in lightof the facts that: (i) Techno Quartz’s board of directors meeting has establishedthe Techno Quartz Special Committee, which is independent from both GL
Sciences and Techno Quartz; (ii) in the course of examining the Management
Integration, Techno Quartz has received advice from its legal advisor, City-Yuwa
Partners, and its financial advisor and third-party valuation institution, Daiwa
Securities, both of which are independent of both GL Sciences and Techno
Quartz, and that the Techno Quartz Special Committee, upon approving Techno
Quartz’s above-listed legal advisor and financial advisor, has received theirprofessional advice on as-needed basis; (iii) a share transfer ratio calculation
report has been obtained from Daiwa Securities, a third-party valuation
institution independent of both GL Sciences and Techno Quartz; and (iv) theManagement Integration does not pose any particular issues of coerciveness, andthere is also no unreasonableness in the fact that no market check has been
conducted and no majority-of-minority conditions have been set.

20

(d). Whether the Management Integration is disadvantageous to Techno Quartz’s
minority shareholders, in light of (a) through (c) above
As a result of examining the above factors, the decision by Techno Quartz’s
board of directors meeting to promote and implement the Management
Integration is not considered to be disadvantageous to the minority shareholdersof Techno Quartz, in light of the facts that: (i) the Management Integration willcontribute to an increase in the corporate value of Techno Quartz, and the
purpose of the Management Integration is considered to be fair and adequate as
described in (a) above; and (ii) the fairness and adequacy of the transaction termsof the Management Integration, including the share transfer ratios, are ensured,and sufficient consideration has been given to the interests of the minority
shareholders of Techno Quartz through fair procedures as described in (b) and(c) above.
(ii) Unanimous approval of all of Techno Quartz’s directors (including directors who areaudit and supervisory committee members) who do not have an interest in theManagement Integration
Techno Quartz has carefully examined the Management Integration, respecting thecontent of the written report to the maximum extent possible, while taking the sharetransfer ratio valuation report obtained from Daiwa Securities and the legal advice
obtained from City-Yuwa Partners into consideration. As a result, at Techno Quartz’s
board of directors meeting held on February 9, 2024, all of the Techno Quartz directors(including directors who are audit and supervisory committee members) who
participated in the deliberation and resolution unanimously deliberated and resolved on
the execution of the MOU.
4.

Outline of parties to the Share Transfer (as of December 31, 2023)(1) Name

GL Sciences, Inc.

Techno Quartz, Inc.

(2) Location

6-22-1 Nishi-Shinjuku,

1-32-2 Honcho, Nakano-ku,

Shinjuku-ku, Tokyo

Tokyo

President (Representative

President (Representative

Director)

Director)

Yoshihiro Nagami

Ikunobu Sonoda

Production and sale ofProduction, purchase andproducts in relation tosale of quartz products foranalytical instruments,

semiconductor(3) Title and Name ofRepresentative(4) Description of Business21

semiconductor-related

manufacturing equipment,

products, and products inand the like.

relation to contactless smart
cards, as well as purchaseand sale of goods of similarkinds thereto.
(5) Capital

1,207,795,000 yen

829,350,000 yen(6) Date of Establishment

February 1, 1968

October 2, 1976

(7) Number of Issued Shares

11,190,000 shares

3,900,000 shares(8) Fiscal Term End

March 31

March 31

(9) Number of Consolidated

1,144

542

MUFG Bank, Ltd.

The Yamagata Bank, Ltd.

The Yamaguchi Bank, Ltd.

MUFG Bank, Ltd.

The Minato Bank, Ltd.

The Yamaguchi Bank, Ltd.

The Yamagata Bank, Ltd.

Mizuho Bank, Ltd.

Mizuho Bank, Ltd.

The Minato Bank, Ltd.

(11) Major Shareholders and

GL Sciences Employee

GL Sciences, Inc. 65.18%

Shareholding Ratio

Shareholding Association

MSIP CLIENT(excluding indirect holdings)

7.88%

SECURITIES 1.87%(as of December 31, 2023)

Shimadzu Corporation

Techno Quartz Employees

5.18%

Shareholding Association

Ms. Reiko Mori 4.52%

1.68%

MUFG Bank, Ltd. 4.45%

The Yamagata Bank, Ltd.

The Yamaguchi Bank, Ltd.

1.28%

4.43%

MUFG Bank, Ltd. 1.03%

The Minato Bank, Ltd.

Rakuten Securities, Inc.

3.97%

0.93%

Tokyo Small and Medium

SBI Securities Co., Ltd.

Business Investment &0.79%

Consultation Co., Ltd. 3.80%

GMO Click Securities 0.65%

WWF Japan 3.57%

Nomura PB Nominees

YMC Co., Ltd. 3.07%

Limited Omnibus-Margin

The Master Trust Bank of(CASHPB) 0.56%

Japan (trust account) 2.53%

The Yamaguchi Bank, Ltd.

Employees(10) Main Banks

0.51%
22

（12）Relationship between parties
Capital

As of today, GL Sciences holds 65.74% of the total number

Relationshipof issued shares of Techno Quartz (excluding treasury
shares) and is a parent company of Techno Quartz.

Personnel

As of today, one (1) Representative Director of Techno

Relationship

Quartz is from GL Sciences.

Business

Techno Quartz’s primary business is theRelationshipproduction/purchase/sale of quartz products forsemiconductor manufacturing equipment, and it supplies
part of its products to its parent company, GL Sciences.

Applicability toTechno Quartz is a consolidated subsidiary of GL Sciences

Related Parties

and therefore constitutes a related party thereto.

(13) Operational results and financial situation from the last three (3) years(i) GL Sciences (consolidated)
Fiscal Term

(unit: thousand yen unless otherwise specified.)Fiscal Year

Fiscal Year

Fiscal Year

ended March

ended March

ended March

31, 2021

31, 2022

31, 2023

Consolidated Net Assets

27,756,414

31,529,603

35,578,381

Consolidated Total Assets

38,683,254

42,975,215

51,011,629

2,328.13

2,612.48

2,913.37

Consolidated Net Sales

29,217,283

33,119,805

38,679,841

Consolidated Operating Profit

3,846,295

4,806,900

6,034,231

Net Profit for Fiscal Year3,915,876

4,998,479

6,468,701

2,257,216

2,795,295

3,499,060

220.00272.45341.0540

50

65

Consolidated Net Assets Per Share(yen)

Attributable to Owners of the
Parent Company
Consolidated Net Profit for the
Fiscal Year
Consolidated Net Profit Per Sharefor the Fiscal Year (yen)Dividend Per Share (yen)23

(ii) Techno Quartz (consolidated)
Fiscal Term

(unit: thousand yen unless otherwise specified.)Fiscal Year

Fiscal Year

Fiscal Year

ended March

ended March

ended March

31, 2021

31, 2022

31, 2023

Consolidated Net Assets

11,254,764

13,779,235

16,590,275

Consolidated Total Assets

15,273,876

18,310,579

23,792,829

Consolidated Net Assets per Share

14,551.81

3,563.16

4,290.54

Consolidated Net Sales

12,791,083

15,820,383

20,063,599

Consolidated Operating Profit

2,446,150

3,164,184

4,068,268

Net Profit for Fiscal Year2,368,766

3,231,717

4,354,594

1,606,206

2,200,300

2,957,974

2,076.61

568.97764.97

330

500

130

(yen)

Attributable to Owners of the
Parent Company
Consolidated Net Profit for the
Fiscal Year
Consolidated Net Profit Per Shareof the Fiscal Year (yen)Dividend Per Share (yen)(Note 1)

As of October 1, 2022, the common stock was split in a ratio of five (5) forone (1). The value of net assets per share and net profit per share for the
fiscal year have been calculated by assuming that such stock split was
conducted at the beginning of the fiscal year ended on March 31, 2022.

5. Status of the Joint Holding Company to be newly established through the Share Transfer(1) Name

To be determined.

(2) Location

To be determined.

(3) Title and Name of Representative

To be determined.

(4) Description of BusinessBusiness administration of its subsidiaries
and group under its control, and otherbusiness activities incidental or related
thereto(5) Capital

To be determined.

(6) Fiscal Term

To be determined.

(7) Net Assets

To be determined.

(8) Total Assets

To be determined.
24

6. Outline of Accounting Treatment Incidental to the Share Transfer
The accounting treatment pertaining to the Share Transfer is expected to fall under a“transaction under common control, etc.,” in accounting standards in connection withbusiness combinations, although the details of the accounting treatment remain undecided
as of now. We will announce the outline of the accounting treatment once it has been
determined.
7. Future Outlook
The management policies, plans, performance forecast, etc., of the joint holding
company to be established through the Share Transfer will be considered between GL
Sciences and Techno Quartz in the future and announced once determined.
8. Transactions with Controlling Shareholder(1)

Applicability of transactions with controlling shareholder, and conformity to policy
regarding measures to protect minority shareholders
The Management Integration constitutes “transactions, etc., with a controllingshareholder,” for Techno Quartz, since GL Sciences holds 65.74% (as of December 31,2023) of Techno Quartz’s issued shares (excluding its treasury shares) and Techno Quartz
is a subsidiary of GL Sciences.
The “Policy regarding measures to protect minority shareholders when conducting
transactions, etc., with a controlling shareholder” indicated by Techno Quartz in its
corporate governance report disclosed on December 25, 2023, states that, “as is the casewith the transaction terms with general customers, Techno Quartz determines the terms
for any transactions with its parent company by presenting its suggested retail prices inview of market price and total prime costs.”
In this regard, any transactions that Techno Quartz has engaged in with GL Sciences,its parent company, have been conducted in terms and procedures that are as fair andreasonable as in transactions with other general customers, thereby keeping Techno
Quartz from becoming subject to any restrictions based on the capital relationshiptherebetween.
Furthermore, as stated in 3. (4) Measures to ensure fairness” and “3. (5) Measures toavoid conflicts of interest above, Techno Quartz plans that, upon considering the Share
Transfer, it will take various measures to ensure fairness and avoid any conflicts ofinterest, before making a decision on the share transfer ratio for the Share Transfer andconducting the Share Transfer. Techno Quartz considers that, as a result of its responses
mentioned above, the Share Transfer conforms to its “Policy regarding measures to25

protect minority shareholders when conducting transactions, etc., with a controllingshareholder” referred to above.
(2)

Measures to ensure fairness and avoid conflicts of interest
As described in (1) above, since the Share Transfer constitutes transactions, etc., witha controlling shareholder for Techno Quartz, Techno Quartz found that it was necessary
to take measures to ensure fairness and avoid any conflicts of interest, carefully discussed
and examined various terms concerning the Share Transfer at the board of directors
meeting of Techno Quartz, took the measures stated in 3. (4) “Measures to ensure fairness”
and “3. (5) “Measures to avoid conflicts of interest” above, and thereby ensured fairness
and avoided any conflicts of interest, which led Techno Quartz to decide to execute the
MOU.

(3)

Outline of opinion obtained from those with no interest in controlling shareholders,regarding such transactions not being disadvantageous to the minority shareholders
On February 8, 2024, Techno Quartz obtained a report from the Techno Quartz Special
Committee stating that they considered that the Management Integration was notdisadvantageous to the minority shareholders. For the outline of such report, please refer
to 3.(5)(i) “Obtaining a report from a special committee with no interest in Techno Quartz”
above.

(Reference)
Consolidated performance forecast for the current fiscal term and consolidated results for theprevious fiscal term at GL Sciences(unit: million yen)
Fiscal Term

Consolidated

Consolidated

Consolidated

Net Profit for

Net Sales

Operating

Ordinary Profit

Fiscal Year

ProfitAttributable to
Owners of the
ParentCompany

Performance

36,5405,780

Forecast for Fiscal
Term(Fiscal Year ending
March 31, 2024)
26

6,050

3,500

Results for

38,679

6,034

6,468

3,499

Previous Fiscal
Year(Fiscal Year ended
March 31, 2023)
Consolidated performance forecast for the current fiscal term and consolidated results for theprevious fiscal term at Techno Quartz(unit: million yen)
Fiscal Term

Consolidated

Consolidated

Consolidated

Net Profit for

Net Sales

Operating

Ordinary Profit

Fiscal Year

ProfitAttributable to
Owners of the
ParentCompany

Performance

16,500

3,460

3,570

2,620

20,063

4,068

4,354

2,957

Forecast for Fiscal
Term(Fiscal Year ending
March 31, 2024)
Results forPrevious Fiscal
Year(Fiscal Year ended
March 31, 2023)

27