March 21st, 2024
Company Name
Name of Representative

Inquiries

Integral Corporation
Reijiro Yamamoto, Representative
Director and Partner(Securities code : 5842 Growth Marketof the Tokyo Stock Exchange)
Yasuaki Sumikawa, CFO & Controller(TEL. 03-6212-6100)

Notice of Agreement to Share Transfer of Skymark Airlines Inc.
Integral Corporation is pleased to announce that Integral Corporation, its affiliated companies and its affiliatedfunds, Integral 2 Limited Partnership and Integral Fund II (A) L.P. (collectively “Fund II Series”, and collectivelywith Integral Corporation and its affiliated companies “Integral”), have signed a share transfer agreement(“Agreement”) to sell all the shares (equivalent to 5.9% of total number of shares issued and outstanding) ofSkymark Airlines Inc. (“Skymark” or “the Company”) to SUZUYO HOLDINGS Co.,Ltd (“Suzuyo Holdings”).
1．Background of the Transfer
Skymark, founded in 1996, entered the domestic airline market as a new independent player with thederegulation and has continued to provide air transportation services based on the concepts of "reasonable prices"and "simple and easy-to-understand services.
Integral has been one of the shareholders of the company since its civil rehabilitation proceedings in 2015, andtogether we overcame difficulties such as civil rehabilitation and the Covid-19 pandemic, leading to the company'slisting on the Growth Market of the Tokyo Stock Exchange in 2022. Skymark is currently the third largest airline
in Japan with the 23 domestic routes and 12 cities, operating approximately 150 flights per day, and boasts thehighest on-time performance and customer satisfaction.
Integral has transferred a part of its Skymark shares (13.0% of the total number of shares issued and outstanding)to Suzuyo Holdings in November 2023, as described in the "Notice of Partial Transfer of Shares of Skymark
Airlines Inc." dated November 7, 2023. Subsequently, Integral has held discussions with Suzuyo Holdings, whotruly respects Skymark's philosophy, and has now reached an agreement to transfer all of its shares (5.9% of thetotal number of shares issued and outstanding) to Suzuyo Holdings.
Integral sincerely wishes Skymark’s further success going forward.
2. Overview of Investee Company (Skymark)(1)

NameSkymark Airlines Inc.

(2)

3-5-10 Haneda Airport, Ota-ku,Tokyo 144-0041 Japan(4)

Address
Title and name ofrepresentative
Description of business(5)

Share capital

JPY 100 million(6)

Date of establishment

November 12th, 1996

(3)

(7)

Major shareholders andownership ratio（As of March 2023）

Representative Director, President and Executive Officer Hayao Hora
Regular air transportation service, etc

Integral 2 Limited Partnership

19.51%ANA HOLDINGS INC.

12.93%UDS Airlines Investment Limited Partnership10.53%GOLDMAN SACHS INTERNATIONAL (Standing Proxy: Goldman
Sachs Japan Co., Ltd.)

3.23%

MSIP CLIENT SECURITIES(Standing Proxy: Morgan Stanley MUFGSecurities Co., Ltd.)
1

3.13%

CEPLUX- THE INDEPENDENT UCITS PLATFORM 2 (Standingproxy: Citibank, N.A., Tokyo. Branch)

2.82%

STATE STREET LONDON CARE OF STATE STREET BANK AND
TRUST, BOSTON SSBTC A/C UK LONDON BRANCH CLIENTSUNITED KINGDOM (Standing Proxy: Securities
Services Department, The Hongkong and Shanghai Banking
Corporation Limited, Tokyo Branch)

2.20%

INTEGRAL FUND Ⅱ(A)L.P. (Standing Proxy: Daiwa Securities Co.
Ltd.)

2.16%

Integral II SS Investment Limited Partnership

1.90%

BNYM AS AGT/CLTS 10 PERCENT(Standing Proxy: MUFG Bank,Ltd.)

1.56%

Capital(8)

Relationship between theCompany and Integral
Corporation and its groupcompanies

Integral owns 5.9% of shares of Skymark

relationship
Personnel

One director and one corporate auditor of Integral

relationship

Corporation serve as directors of Skymark

Business

Not applicable.

relationship(9)

Operating results and financial portions of the Company for the latest year
Fiscal year ended
March, 2021
March, 2022

March, 2023

Net assets

JPY 10,424 MM

JPY 9,299 MM

JPY 23,917 MM

Total assets
Shareholder’s Equity
per ShareRevenue

JPY 85,452 MM

JPY 93,559 MM

JPY 107,837 MM

JPY 231.65

JPY 196.67

JPY 396.46

JPY 34,064 MM

JPY 47,147 MM

JPY 84,661 MM

Operating profit

JPY △31,675 MM

JPY △16,694 MM

JPY 3,453 MM

Ordinary profit

JPY △29,602 MM

JPY △15,079 MM

JPY 3,713 MMProfit

JPY △16,342 MM

JPY △6,729 MM

JPY 5,726 MM

JPY△363.16

JPY △145.78

JPY 111.8

JPY 0

JPY 0

JPY 5

Profit per share
Dividend per share

3. Overview of the counterparty (Suzuyo Holdings)

(1)

Name

SUZUYO HOLDINGS Co.,Ltd(2)11-1, Irifune-cho, Shimizu-ku, Shizuoka-shi, Shizuoka(4)

Address
Title and name ofrepresentative
Description of business(5)

Share capital

JPY 10 million(6)

Date of establishment
Major shareholders andownership ratio（As of March 2023）

December 27th, 2000

(3)

(7)

Representative Director Yohei Suzuki
Financial and consulting services

Kenichiro Suzuki
Capital(8)

Relationship between theCompany and Integral
Corporation and its groupcompanies

Not applicable.

relationship
Personnel

Not applicable.

relationship
Business

Not applicable.
2100%

relationship

4. Timeline
The transfer of shares under the agreement (“Transaction”) is expected to be executed during March 2024.
5. Future Outlook
The impact of the Transaction on the consolidated financial results of Integral Corporation for the fiscal year
ending December 2024 is expected to be insignificant.
Under the Agreement, Integral may acquire all or part of the shares involved in the Transaction upon theoccurrence of certain events.

3