May 12, 2017
To Whom It May Concern

Company name: Broadleaf Co., Ltd.
Representative: Kenji Oyama,
Representative Director, President and CEO(Code No.: 3673 First Section of the Tokyo Stock Exchange)
Contact: Kenichi Yamanaka,
Director, Executive Vice President and COO(TEL: +81-3-5781-3100)

Notice of Entering into a Share Purchase Agreement concerning the Acquisition ofShares in Tajima Incorporated (Progress of the Transaction)

The Company announced in the press release titled “Notice of Entering into a Basic Agreement
concerning the Acquisition of Shares in Tajima Incorporated” dated March 6, 2017 that theCompany contemplates making Tajima Incorporated (“Tajima”) a wholly-owned subsidiary of
the Company by acquiring all of Tajima’s outstanding shares (“Transaction”). The Board ofDirectors held a meeting on May 12, 2017 adopting a resolution approving the Company’s entry
into a share purchase agreement pertaining to the Transaction. The following sets forth certain
details of the Transaction.

1.

Reasons for the share acquisition
The Company has set as its medium term management policy to “evolve into acomprehensive service company that supports rich car life” and has continued to growsustainably through offering and providing services that are attractive from the carowner’s point of view, together with customers in the automotive aftermarket related
businesses. Tajima, meanwhile, under its slogan “the future of cars, honest support,”
has provided high-quality services in the same industry with the Company.
Although both the Company and Tajima operate in the same industry, they each specialize
in different customer segments, and by bringing Tajima into the Company group tocollaboratively develop a business cooperation framework, the Company believes it will
be able to offer a satisfying service to a broader range of customers than ever before.
Having such expectations in mind, the Company determined that the Transaction will
improve its corporate value and decided to acquire all of Tajima’s outstanding shares tomake Tajima a wholly-owned subsidiary of the Company. The Company will continue
to promote sustainable growth of the Company group and to increase the group’scorporate value.
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Outline of Tajima(1)Company nameTajima Incorporated(2)

Location

4-3, Katamachi, Shinjuku-ku, Tokyo(3)

Title and name ofrepresentative

Koichiro Takahashi, Representative Director(4)

Business operation

R&D and sale of software(5)

Capital stock

50,000,000 yen(6)

Date of Foundation

December 4, 1997

(7)

Major shareholder(s)Koichiro Takahashi

100%

and its/theirshareholding ratio

Relationship, etc.
between theCompany andTajima(8)

Capitalrelationship

N/A

Personnel
relationship

N/A

Businessrelationship

N/A

Related Party N/A (Tajima is not the Company’s related
Relationships party.)
Operating results and financial status of Tajima for the recent three years (Note)(9)

Fiscal year

Ended September Ended September Ended September
2014
2015
2016

Net assets(223,541,000) yen(335,562,000) yen

Total assets

1,259,029,000 yen

1,310,612,000 yen 1,698,046,000 yen

Net assets per share
Sales(223,541) yen
3,479,268,000 yen(335,562) yen(96,130,000) yen(96,130) yen

3,141,199,000 yen 3,371,994,000 yen

Operating income

145,891,000 yen(143,376,000) yen

227,052,000 yen

Ordinary income

174,414,000 yen(90,356,000) yen

272,911,000 yen

Net income(157,599,000) yen(112,021,000) yen

239,432,000 yen(157,599) yen(112,021) yen239,432 yen---

Net income per share
Dividend per share
Note:

The figures above are not audited by any auditing firms.

2(Figures in parentheses indicate negative.)3.

Outline of the party from whom the Company will acquire shares
(1)

Name

Koichiro Takahashi(2)Address

Sagamihara-shi, Kanagawa(3)

Relationship between the N/A (No relationship exist in terms of capital, personnel,
Company and the individual business, or other transaction.)

4.

Number of shares to be acquired, purchase price, shareholding before and after theacquisition(1)

Number of shares held
before the acquisition

0 share(Number of voting rights: 0)(Percentage of total voting
rights: 0.00%)(2)

Number of shares
expected to be acquired

1,000 shares(Number of voting rights:1,000)(3)Expected purchase priceOrdinary shares of Tajima

1,670,000,000 yen

Advisory and other expenses(estimated)

110,000,000 yen

Total (estimated)(4)

5.

Number of shares
expected to be held after
the acquisition

1,780,000,000 yen

1,000 shares(Number of voting rights:1,000)(Percentage of total voting
rights: 100.00%)

Schedule of the share acquisition
March 6, 2017

Execution of the basic agreement

May 12, 2017

Board of Directors’ meeting to approve theshare purchase agreement

May 12, 2017

Execution of the share purchase agreement

July 31, 2017

Closing date of the Transaction (planned)36.

Outlook
The Company’s earnings forecast for the period ending December 31, 2017 announced
on February 14, 2017 does not reflect the impact of the Transaction. The impact of theshare acquisition on the Company’s business results is being examined. The Company
will promptly announce the outcome of the examination as soon as it is available.

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