May 19, 2021
To whom it may concern:
Company nameSansan, Inc.

Representative

Chikahiro Terada,
Representative Director & CEO(Code: 4443 TSE 1st Section)

Contact

Muneyuki Hashimoto,Director, CFO, Managing Executive(Finance & Accounting Department)Tel+81-3-6758-0033

Notification Regarding Conclusion of Capital and Business Alliance Agreement withFringe81 Co., Ltd. and Acquisition of Preferred Stock (Additional Investment) byUnderwriting of Capital Increase through Third-party Allotment of Shares
At a meeting of its Board of Directors held on May 19, 2021, Sansan Inc. (“the Company”) resolved toconclude a capital and business alliance agreement with Fringe81 Co., Ltd. (hereinafter “Fringe81”). As
described below, the Company also resolved to acquire preferred stock (additional investment) inaccordance with a third-party allotment conducted by Fringe81.
1. Purposes of and Reasons for the Capital and Business Alliance and Acquisition of Preferred
Stock (Additional Investment)
Having adopted as its mission “Turning encounters into innovation” and its vision to “Become business
infrastructure,” the Company is developing and deploying services that lead to solutions for the numerous
issues faced by both companies and individual businesspeople. We primarily provide “Sansan,” a B2B
business card-based contact management service that enables users to digitize business cards in order
to visualize and share the networks between individuals as data, “Eight” a business card management app
that incorporates a system of social networking service, and “Bill One” an online invoice receiving solution.
In addition to its Internet advertisement service, on which the company has been working since its inception,
Fringe81 also provides "Unipos" service which is a peer recognition and bonus service that enables
employees to send gratitude and praise with words and points on a regular basis. An HR tech service thatutilizes IT to improve operations in the human resources field, “Unipos” is now even more sought after as
new work styles become more prevalent in the COVID-19 pandemic. The service possesses uniquefeatures that contribute to deepening mutual understanding between employees, raise motivation, andstrengthen interdepartmental cooperation.
At present, in addition to working toward achieving further growth in its Sansan Business and monetizationof the Eight Business, the Group is aiming to realize improvements in shareholder value and enterprisevalue over the medium- to long-term, while actively working to create new businesses that leverage thestrengths of the Group and to accelerate the development of those businesses. Under these circumstances,in December 2020 we entered into a capital and business alliance agreement (hereinafter referred to as“the Previous Agreement”) with Fringe81 to improve the value of mutual services and promote sales
activities through collaboration between “Sansan” and “Unipos.” We have been conducting various studies
and initiatives with regard to collaboration, etc. (hereinafter referred to as "the Initiatives"). On this occasion,
the Previous Agreement was terminated with the consent of both companies, and a capital and businessalliance contract once again concluded, and we will further strengthen the relationship between the twocompanies and promote the Initiatives by making an additional investment in accordance with the thirdparty allotment of shares being implemented by Fringe81. Furthermore, if “Unipos” grows into a service ofa certain scale as a result of the Initiatives, we will consider making Fringe81 a consolidated subsidiary in
the future and pursuing further synergistic effects. Even after having made Fringe81 a consolidated1

subsidiary, the policy is for the Company to maintain Fringe81’s stock listing.
2. Details of the Capital and Business Alliance(1) Details of the Capital Alliance
At the time of the Previous Agreement, the Company acquired 366,200 shares of Fringe81 common stock.
On this occasion, the plan is to acquire 1,900 shares of Class A preferred stock that Fringe81 will newly
issue by the third-party allocation method for 1,900 million yen. It is planned that the total amount of funds
required for acquiring the Class A preferred stock will be provided through borrowing from financial
institutions.
In addition, Class A preferred stock bestows the right to request acquisitions in consideration of Fringe81
common stock, and thus the Company is considering making Fringe81 a consolidated subsidiary throughthe exercise of said right to request acquisitions. For details, please refer to “6. Outlook (2) Mattersconcerning the acquisition of Fringe81as a consolidated subsidiary.”
With regard to this capital increase through the third-party allotment of shares, it is assumed that theunderwriting of this capital increase through third-party allotment and each proposal for an amendment ofthe Articles of Incorporation relating to capital increases will be approved at Fringe81’s Ordinary General
Meeting of Shareholders, which is scheduled to be held on June 29, 2021. For more information, pleaserefer to “Notice Concerning Re-signing of Capital and Business Alliance Agreement with Sansan, Inc.,
Issuance of Preferred Stock by Third-Party Allotment, Change of Trade Name and Partial Amendment ofArticles of Incorporation (Japanese only),” released by Fringe81 on May 19, 2021.
(2) Details of the Business Alliance
In aiming for mutual improvements in their enterprise value over the medium- to long-term, the Companyand Fringe81 are planning to implement the following business alliances.
1. “Sansan” and “Unipos” AllianceLooking ahead to joint service provision through collaboration between “Sansan” and “Unipos,” theCompany will utilize its customer base and consider supporting Fringe81’s sales activities. In addition,
discussions were held with a view toward future service cooperation between “Sansan” and “Unipos,”
whereby for 12 months from the date specified by the Company some Fringe81 development
engineers will undertake developments based on the Unipos product measures separately agreed
between the two companies. In the event that the two companies are able to confirm certain
achievements resulting from the abovementioned development measures, the Company will holddiscussions with Fringe81 on functional cooperation with “Sansan,” covering sales and marketing
methods, economic conditions and other aspects.
2. Cooperation on Advertisement Services
In the Eight Business marketing solution services handled by the Company, we will receive businessprovision from Fringe81 that will contribute to medium- to long-term business growth. Specifically,Fringe81 will undertake the development of a new system and support the definition andimplementation of requirements for the renewal of the advertisement distribution system used by theCompany.
3. Provision of SaaS Service-related Sales and Marketing Know-how, etc.
The Company will provide Fringe81 with a variety of expertise, such as sales and marketing know-how
cultivated in the SaaS business.
4. Dispatch of Executives, etc.
The Company reserves the right to appoint two candidates as external directors of Fringe81. The planis for the proposals for the election of the two members nominated by the Company to be submitted tothe Ordinary General Meeting of Shareholders of Fringe81, which is scheduled to be held on June 29,2021.
3. Overview of Fringe81(1)Company Name
(2)
Location

Fringe81 Co., Ltd
43F Sumitomo Fudosan Roppongi Grand Tower, 3-2-1 Roppongi,
2(3)Representative(4)

Description of Business

(5)
(6)

CapitalFounded(7)

Major Shareholders andShareholding Ratio

Minato-ku, Tokyo
Representative Director & CEO Yuzuru Tanaka
Development of/consulting on Internet advertising technologies
Provision of web services in the HR tech area, etc.
807 million yen (As of March 31, 2021)
November 2012
Yuzuru Tanaka
37.17%
Custody Bank of Japan, Ltd. (Trust Account)

9.40%

cyber communications inc.

4.64%

Sansan, Inc.

3.07%

SBI SECURITIES Co., Ltd.

2.45%

Minoru Matsushima

1.97%

Rakuten Securities, Inc.

1.82%

Takanori Nakamura

1.76%

Dentsu Digital Investment Limited Partnership

1.66%

Yu Higashiyama(As of March 31, 2021)

1.44%

The Company holds 366,200 shares ofcommon stock of the company. There are
Capital Relationshipno other notable items.
(As of May 19, 2021)
Personnel Relationship
NoneRelationship with the(8)In addition to the use of the Company’sCompanyservice “Sansan” by Fringe81, there are
Business Relationshiptransactions relating to the use ofFringe81’s service “Unipos” by theCompany.
Related Party Status
None(9)Financial Position and Performance in the Past 3 Fiscal Years (JGAAP)
Consolidated fiscal year ended
March 31, 2019
March 31, 2020
March 31, 2021
Net Assets
1,479
568
330
Total Assets
3,749
3,348
2,889
Net Assets per Share (yen)149.94
55.12
24.27
Revenue
6,828
6,371
1,964
Operating Profit
213-517-478
Ordinary Profit
211-528-478
Net Income Attributable to259
-852
-900
Owners of Parent
Earnings per Share (yen)26.48-81.61-91.48Dividend per Share (yen)―――(Note) In millions of yen unless specified otherwise.
(Note) The per-share indices for the fiscal year ended March 31, 2019, are calculated on the assumptionthat the 1:4 stock split of common shares that was implemented on July 1, 2018, occurred at thestart of the fiscal year ended March 31, 2019.
4. Number of Shares to Be Acquired, Acquisition Price and Status of Shares Owned before/afterAcquisition
Number of shares owned
Common stock 366,200 shares(1)
before acquisition(Number of voting rights: 3,662, ownership ratio 3.07%)
Number of shares to be(2)Class A preferred stock 1,900 shares (0 voting rights)
acquired3(3)Acquisition cost

1,900 million yen
Common stock 366,200 shares, Class A preferred stock 1,900
Number of shares owned(4)sharesafter acquisition(Number of voting rights: 3,662, ownership ratio 3.07%)(Note) Ownership ratio indicates the ratio of voting rights owned to the total number of shares outstanding.
5. Schedule
Date of Board of Directors’(1)resolution
Date of conclusion of(2)capital and businessalliance agreement
Fringe81’s Ordinary(3)
General Meeting ofShareholders
Share acquisition execution
(4)
date

May 19, 2021
May 19, 2021
June 29, 2021 (planned)
June 30, 2021 (planned)

6. Outlook(1) Impact on business performanceThis capital and business alliance and acquisition of additional investment are expected to contribute to
the Group’s performance over the medium- to long-term. At present, they will thus not have a significant
impact on the Company’s consolidated financial results for the current fiscal year.
(2) Matters concerning acquisition of Fringe81 as a consolidated subsidiary
In the event that Fringe81’s Unipos Business achieves a certain level of growth as a result of having
proceeded with this capital and business alliance and the acquisition of additional investment, it has been
agreed with Fringe81 that the policy (hereinafter referred to as “the Policy”) will be to make Fringe81 a
consolidated subsidiary for the purpose of pursuing further synergistic effects. Even after having madeFringe81 a consolidated subsidiary, the policy is for the Company to maintain Fringe81’s stock listing.
In response to this third-party allotment of Fringe81 shares, discussions on the Policy have been held withDevelopment Bank of Japan Inc. (hereinafter “DBJ”), which is also planning to acquire Fringe81 Class A
preferred stock. The Company has reached agreement and entered into a shareholder agreement withDBJ. Under the terms of the shareholder agreement, the Company reserves the right from DBJ to exercise
the call option for Fringe81 Class A preferred stock one year after the share acquisition execution date.
DBJ has also agreed with the Company that it has the right to exercise put options related to the shares
after three years have passed since the share acquisition execution date. After having exercised an
appropriate call option or put option, in the event that the Company exercises the right to request
acquisition in consideration of the common stock related to the Class A preferred stock, it is expected thatthe subsidiary of the Company would be transferred. Should the need arise for the timely disclosure ofrelevant information, this will be promptly disclosed.

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