March 18, 2024
To Whom It May Concern
Company name:
Representative:

Contact:

Future Corporation
Yasufumi Kanemaru, Chairman and President(Securities code: 4722 Prime Market of theTokyo Stock Exchange)
Yasukazu Matsushita, Executive Officer ofFinancial & Accounting Group(TEL (03) 5740-5724)

Notice Regarding Acquisition of Shares of Revamp Corporation (Turning Said Company intoConsolidated Subsidiary) and Borrowing of Funds
As announced in the press release titled “Notice Regarding Merger Agreement with Revamp Corporation” dated
January 24, 2024, the Company and Revamp Corporation (hereinafter referred to as “Revamp”) have workedtogether to take the necessary steps that enable the Company to acquire all outstanding shares of Revamp (excludingthe treasury stock held by Revamp; hereinafter referred to as “Target Shares”) from shareholders of Revamp.
Today, as a result, the Company decided to acquire the Target Shares and borrow the funds necessary for acquiringsuch shares, based on the resolution made at a Board of Directors meeting. Please be advised as below.

I. Acquisition of shares
1． Reason for the acquisition of shares
The Future Group’s mission is to develop corporate and IT strategies designed to maximize its clients’ futurevalue.
Revamp engages in operations focused on business support, digital transformation (DX), and investment
services to help client companies realize medium- to long-term growth, in line with its corporate philosophyof revitalizing companies from the core.
The Future Group is seeing growing expectations from its client companies coping with economic and socialchallenges, such as a declining working-age population, ESG issues, and SDGs, while they try to keep up withthe accelerating pace of DX. The addition of Revamp will enable the Group to integrate the expertise Revamp
has gained through working closely with client companies to implement management reforms with the Group’s
proficiency in designing and implementing corporate strategies and business processes using the latest
technology. This merger will further enhance the problem-solving ability of the Future Group as a whole andaccelerate its growth.
2． Method of acquiring shares
The Company will acquire the Target Shares from Mr. Tomoyuki Yuasa and nine other shareholders named in“(g) Major Shareholders and shareholding ratio” in 3. “Overview of Revamp” (hereinafter referred to as“Existing Shareholders”; the address or location of the Existing Shareholders will remain undisclosed).
There is no capital, personal or business relationship between the Existing Shareholders and the Company. The
Existing Shareholders do not fall under the category of related parties.

-1-3． Overview of Revamp
(a)
Name
(b)
Location
Title and name of the(c)representative(d)Business(e)Capital(f)Date of establishment

(g)

(h)

Revamp Corporation
2-12-16 Kita-Aoyama, Minato-ku, Tokyo
Tomoyuki Yuasa, President and CEO

Corporate management and marketing, DX, and investment services
100 million yen (as of September 30, 2023)
September 15, 2005
Tomoyuki Yuasa
33.95%
Culture Convenience Club Co., Ltd.
22.49%
Takashi Sawada
17.71%
Major shareholders andTakeichiro Saito
8.80%
shareholding ratio
Kentaro Uryu
7.03%
(As of September 30,
Masatoshi Ito
5.62%2023)
Genichi Tamatsuka
2.88%(Note)
Akihiro Fukube
0.86%
Yuichi Chida
0.44%
Takuya Oyama
0.22%
Relationship between the listed company and Revamp
Capital relationship
Not applicable.
Personal relationship
Not applicable.
Business relationship
Not applicable.
Related party status
Not applicable.

Operating results and financial position of the company for the last three years (on a consolidatedbasis)
Year ended March
Year ended March 31, Year ended March 31,
Fiscal year
31, 2021
2022
2023
Net assets
5,865 million yen
7,013 million yen
8,686 million yen
Total assets
7,242 million yen
9,016 million yen
10,005 million yen
Net assets per share
816.03 yen
973.98 yen
1,209.65 yen
Net sales
7,673 million yen
9,826 million yen
8,916 million yen
Operating income
1,466 million yen
1,981 million yen
2,228 million yen
Ordinary income
1,377 million yen
1,921 million yen
2,270 million yen
Profit attributable to owners of
814 million yen
1,301 million yen
1,659 million yen
parentProfit per share
107.10 yen
182.95 yen
233.26 yen
Dividend per share(Note) “Major shareholders and shareholding ratio” is taken from the Semiannual Report for the 19th Fiscal Year(i)submitted by Revamp on December 15, 2023.
4． Overview of counterparty of the Company in share acquisition(1)

Tomoyuki Yuasa(a)Name(b)Address(c)Relationship between
the listed company
and said individual

Tomoyuki Yuasa
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.
Not applicable.

-2-(2)

Culture Convenience Club Co., Ltd.
(a)
Name
Culture Convenience Club Co., Ltd.
Tokyo Head Office: 16-17 Nanpeidai-cho, Shibuya-ku, Tokyo(b)
Location
Osaka Head Office: 12-2 Okahigashi, Hirakata-shi, Osaka
Title and name of the(c)Yasunori Takahashi, President and COO and CHRO
representative
Planning company that proposes lifestyle ideas to customers through(d)Businessplatforms including TSUTAYA, TSUTAYA BOOKS, and T-Card(e)
Capital
100 million yen (as of March 31, 2023)(f)
Date of establishment
January 31, 1980(g)
Net assets
40,350 million yen (as of March 31, 2023)(h)Total assets
200,455 million yen (as of March 31, 2023)
Major shareholders
Muneaki Masuda
50.10%(i)and shareholding
Soroku Masuda
39.81%
ratio
SO-TWO. INC
10.09%(j)
Relationship between the listed company and said company
Capital relationship
Not applicable.
Personal relationship
Not applicable.
Business relationship
Not applicable.
Related party status
Not applicable.

(3)

Takashi Sawada(a)Name(b)Address(c)

Relationship between
the listed company
and said individual(6)

Not applicable.

Takeichiro Saito

(4)

(5)

Takashi Sawada
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.

(a)Name(b)Address(c)

Relationship between
the listed company
and said individual

Kentaro Uryu(a)Name(b)Address(c)

Relationship between
the listed company
and said individual

Junro Ito(a)Name(b)Address(c)

Relationship between
the listed company
and said individual

Takeichiro Saito
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.
Not applicable.

Kentaro Uryu
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.
Not applicable.

Junro Ito
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.
Not applicable.

-3-(7)(8)(9)

Genichi Tamatsuka
(a)
Name
(b)

Address(c)Relationship between
the listed company
and said individual

Akihiro Fukube(a)Name(b)Address(c)

Relationship between
the listed company
and said individual

Yuichi Chida(a)
Name(b)Address(c)

Relationship between
the listed company
and said individual

Genichi Tamatsuka
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.
Not applicable.

Akihiro Fukube
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.
Not applicable.

Yuichi Chida
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.
Not applicable.

Takuya Oyama(10)(a)Name(b)Address(c)

Relationship between
the listed company
and said individual

Takuya Oyama
The Company refrains from disclosure in order to fulfill its obligationof confidentiality.
Not applicable.

5． Number of shares acquired, acquisition cost, and status of shares held before and after the acquisition
Number of shares held
0 shares (number of voting rights: 0) (percentage of voting rights(a)before the change
owned: 0%)
Number of shares(b)7,115,720 shares (number of voting rights: 71,157)
acquired
The Company refrains from disclosing the acquisition cost in order tofulfill its obligation of confidentiality. In considering the acquisition(c)Acquisition cost
cost, the Company had appropriate due diligence carried out by
external experts, etc. Through mutual consultation, an appropriate costprice was calculated and determined.
Number of shares held
7,115,720 shares (number of voting rights: 71,157) (percentage of(d)after the change
voting rights owned: 100%)-4-6. Schedule(1)
Board of Directors resolution
February 28, 2024
date(2)
Date for deciding on
March 18, 2024
President(3)
Date of contract execution
March 18, 2024
(4)
Execution date of share
March 26, 2024 (planned)transfer*The Board of Directors of the Company, at its meeting held on February 28, 2024, resolved to entrust the final
decision on the acquisition of shares and the conclusion of the contract thereof to the President to the extent notinconsistent with the contents of the resolution.
II. Borrowing of funds
1． Reason for borrowing
The Company will raise funds to acquire the Target Shares.
2． Overview of borrowing(1) Lender

MUFG Bank, Ltd.

Sumitomo Mitsui BankingCorporation(2) Amount borrowed

10,000 million yen10,000 million yen(3) Interest for the

Basic interest rate + Spread

Basic interest rate + Spread(4) Drawdown date

March 25, 2024

March 25, 2024

(5) Borrowing period

Seven years

Seven years(6) Repayment method

Installment repayment

Installment repayment(7) Collateral and guarantee

Unsecured and unguaranteed

Unsecured and unguaranteedborrowing

III. Future outlook
The consolidated earnings forecast for the current fiscal year that reflects the impact of this transaction will bepublicized after scrutinizing the earnings forecast of Revamp, etc. at the time of announcing the consolidated
earnings results for the first quarter of the current fiscal year, scheduled for April 24, 2024.
For your information, the following is the consolidated earnings forecast for the current fiscal year announced
on February 6, 2024.

(For reference) Consolidated earnings forecast for the current fiscal year (announced on February 6, 2024)
and consolidated results for the previous fiscal year
Operating income

Profit attributableto owners of parent

million yen
63,000

million yen
14,500

million yen
10,15059,324

13,7009,221

Net sales
Consolidated earnings
forecast(Fiscal 2024)
Consolidated results
for the previous fiscalyear(Fiscal 2023)-5-

● Contact for inquiries regarding this news release:
Yasukazu Matsushita, Future Corporation
IR Direct Tel: 03-5740-5724

E-mail: ir@future.co.jp-6-