News Release Dated August 21, 2018
Company: Japan System Techniques Co., Ltd.
Representative: Takeaki Hirabayashi, President and CEO
Stock code: 4323, Tokyo Stock Exchange, First Section
Contact: Noriaki Okado, Director and CFO
Tel: +81-6-4560-1000

Notice of Acquisition of the Virtual Calibre Group
The Board of Directors of Japan System Techniques Co., Ltd. (JAST) approved a resolution on August 21,
2018 to purchase the stock of following companies located in Malaysia: Virtual Calibre SDN. BHD. (VCSB)
and Virtual Calibre MSC SDN. BHD. (VCMSC). In addition, VCMSC will purchase the stock of VirtualCalibre Consulting SDN. BHD. (VCC). All three companies (the Virtual Calibre Group) will become
consolidated subsidiaries of JAST.
1. Reason for the acquisition
The JAST Group has been active in the ASEAN region for more than 25 years, primarily at JASTTECHNIQUES PTE. LTD. in Singapore and JASTEC (THAILAND) CO., LTD. in Thailand. JAST believes
this region is a highly attractive market because of the outlook for a continuation of rapid economic expansion
and a growing middle class that will create a large consumer market.
The Virtual Calibre Group is an independent system consulting organization in Malaysia. Group companies
assist with the installation of SAP enterprise resource planning packages, provide maintenance support andoffer other services. The group serves many large companies, primarily government-owned companies in theenergy sector. The profit structure is strong due to the use of an innovative model for earning profits.
Adding the Virtual Calibre Group to the JAST Group will expand our operations in Malaysia as well as theentire ASEAN region. This expansion is expected to contribute to the growth of JAST subsidiaries in theASEAN region and to more opportunities for the growth of the SAP business in Japan over the medium andlong term. These benefits are expected to enable the JAST Group to grow even faster. Due to this outlook, thedecision was made to acquire the Virtual Calibre Group.
2. Profile of the Virtual Calibre Group companies
(1)

Name

(2)

Representative(3)

Address(4)

Established(5)Main business(6)

Capital stock(7)

Outstanding shares(8)

Major shareholders

Virtual Calibre SDN.
BHD.
Sosheel Kumar A/LTirathram Sharma
1 Tech Park BandarUtama, Suite 6.01A &6.01, Level 6, No.7, Jalan
Tanjung, Bandar Utama,
47800 Petaling Jaya,Selangor, Malaysia
September 25, 2002
Software development
and consultation services
1 million MalaysianRinggit
1,000,000 shares
Sosheel Kumar A/L
Tirathram Sharma:
510,000 shares (51.0%)
Abraham Thomas:
390,000 shares (39.0%)
Mathew Thomas:
100,000 shares (10.0%)

Virtual Calibre MSC
SDN. BHD.
Sosheel Kumar A/L
Tirathram Sharma
1 Tech Park Bandar
Utama, Suite 6.01A &6.01, Level 6, No.7, Jalan
Tanjung, Bandar Utama,
47800 Petaling Jaya,Selangor, Malaysia
August 15, 2006
Software development andmultimedia app design
500 thousand Malaysian
Ringgit
500,000 shares
Sosheel Kumar A/L
Tirathram Sharma:
250,000 shares (50.0%)
Mathew Thomas:
200,000 shares (40.0%)
Shamsiah Bt Samil:
50,000 shares (10.0%)
1

Virtual Calibre
Consulting SDN. BHD.
Anuar Bin Mohd Ariff
1 Tech Park Bandar
Utama, Lot 7.08C, Level
7, No.7, Jalan Tanjung,Bandar Utama, 47800
Petaling Jaya, Selangor,
Malaysia
November 1, 2010
IT management andconsultation services
500 thousand Malaysian
Ringgit
500,000 shares
Shamsiah Binti Samli:
250,000 shares (50.0%)
Kumari Amita @ KIRONDEVI A/P JAGRI:
150,000 shares (30.0%)
Anuar Bin Mohd Ariff:
100,000 shares (20.0%)(9)Relationships
between JAST andVirtual Calibre

CapitalPersonnel
Business

Not applicable.
Not applicable.
Not applicable.

3. Results of operations and financial conditions of the Virtual Calibre Group companies for the last three years(1) Virtual Calibre SDN. BHD.
Fiscal years ended
Net assets
Total assets
Net sales
Operating income
Ordinary income
ProfitDec. 2015

Dec. 2016(853)
322
42(106)
(114)
(114)

(Thousands of Malaysian Ringgit)Dec. 2017
(1,053)
204
242
1,553
56
4,623(193)
1,323
(200)
1,319
(200)
1,319

(2) Virtual Calibre MSC SDN. BHD.
Fiscal years ended
Net assets
Total assets
Net sales
Operating income
Ordinary income
ProfitDec. 2015

Dec. 2016
17,51522,36238,023
5,348
5,296
5,244

(Thousands of Malaysian Ringgit)
Dec. 2017
20,587
21,123
23,10424,80838,84944,840
6,718
6,836
6,714
6,823
6,267
5,535

(3) Virtual Calibre Consulting SDN. BHD.
Fiscal years ended
Net assets
Total assets
Net sales
Operating incomeOrdinary incomeProfit

Dec. 2015

Dec. 2016
1,747
3,918
5,356
1,038
1,038
1,037

(Thousands of Malaysian Ringgit)
Dec. 2017
1,963
1,970
2,512
3,044
6,767
7,851219
9219
9215
7

4. Number of shares to be acquired, acquisition cost and status of ownership before and after acquisition(1) Name(2) Share ownership
before acquisition(3) Number of shares tobe acquired(4) Acquisition cost, etc.
(estimated amount)(5) Share ownership afteracquisition

Virtual Calibre SDN.
Virtual Calibre MSC
Virtual Calibre Consulting
BHD.
SDN. BHD.
SDN. BHD. (Note)
0 shares0 shares0 shares(No. of voting rights: 0)(No. of voting rights: 0)(No. of voting rights: 0)(Ownership ratio: 0%)(Ownership ratio: 0%)(Ownership ratio: 0%)1,000,000 shares
500,000 shares
0 shares(No. of voting rights:(No. of voting rights:(No. of voting rights: 0)
1,000,000)
500,000)(0% of total shares(100% of total shares(100% of total shares
outstanding)outstanding)outstanding)Acquisition cost:
1,712 million yen
Associated expenses:
68 million yenTotal:
1,780 million yen (total of the three companies)
1,000,000 shares
500,000 shares
0 shares(No. of voting rights:(No. of voting rights:(No. of voting rights: 0)
1,000,000)
500,000)(Ownership ratio: 0%)(Ownership ratio: 100%) (Ownership ratio: 100%)

Note: VCMSC will acquire 30% of the voting rights of VCC. JAST plans to make VCC a consolidated subsidiary too
because two companies belonging to the JAST Group or Virtual Calibre Group account for the majority ofadministrative operations and for other reasons.

25. Schedule(1) Resolution of the Board of Directors(2) Signing of stock acquisition agreement(3) Stock acquisition dateAugust 21, 2018
August 27, 2018 (tentative)
September 30, 2018 (tentative)

6. Outlook
In the fiscal year ending on March 31, 2019, the results of operations of the Virtual Calibre Group will beincluded in the consolidated financial statements only in the fourth quarter. As a result, at this time, theacquisition of this group is expected to have only a negligible effect on consolidated results of operations inthis fiscal year. An announcement will be made promptly if there is a need to revise the fiscal year forecasts.
Reference: Consolidated earnings forecasts for the fiscal year ending March 31, 2019 (announced on May 11,2018) and the results for the previous fiscal year
Consolidated
sales
Forecasts for the fiscal year
ending March 31, 2019
Results for the fiscal year
ended March 31, 2018

Consolidated
operating income

Profit attributableto owners ofparent
Million yen
Million yen

Consolidated
ordinary income

Million yen

Million yen

15,765

865

875

585

15,630741

785

579

3