June 18, 2024
To whom it may concern:
CompanyName:

INFOCOMCORPORATION
Jun Kuroda, President andRepresentative:CEO(Code: 4348 Prime Market of the Tokyo
Stock Exchange)
Hiroshi Imafuku, Corporate
Contact:
Communications General
Manager(Tel: 03-6866-3160)

Notice Concerning Announcement of Opinion Regarding the Tender Offer for the Shares,
Etc. of the Company by BXJC II Holding KK

INFOCOM CORPORATION (the "Company") hereby announces that at the meeting of its Board of Directors held
today, it passed a resolution to approve a tender offer by BXJC II Holding KK (the "Offeror") for the Company's common
stock (the "Company's Stock") and Stock Acquisition Rights (as defined in "(2) Stock acquisition rights" in "2. Purchaseprice" below; hereinafter the same) (the "Tender Offer") and to recommend its shareholders to tender their Company's
Stock in the Tender Offer, and to leave it to the holders of the Stock Acquisition Rights (the "Stock Acquisition Right
Holders") to decide whether or not to tender their Stock Acquisition Rights in the Tender Offer.
The resolution of the Board of Directors described above was adopted on the assumption that the Offeror intends tomake the Company its wholly-owned subsidiary through the Tender Offer and a series of procedures planned thereafter(for details, please refer to "(I) Outline of the Tender Offer" in "(2) Basis of, and reasons for the opinion on the Tender
Offer" in "3. Details and basis of, and reasons for the opinion on the Tender Offer" below), and that the Company's Stockwill be delisted.
1.

Outline of the Tender Offer
(1)

Name

BXJC II Holding KK(2)Address

1-4, Toranomon 5-chome, Minato-ku, Tokyo(3)

Name and title of therepresentative

Atsuhiko Sakamoto, Representative Director(4)

Description of businessTo acquire and hold shares of the Company, and to control and manage its
business activities(5)

Share capital

1 yen

(6)

Date of establishment

May 13, 2024

1

(7)

Major shareholders andownership ratios

BXJC I Holding KK100%(as of June 18, 2024)(8)2.

Relationship between the Company and the Offeror
Capital relationship

N/A

Personnel relationship

N/A

Business relationship

N/A

Status as related party

N/A

Purchase price(1) 6,060 yen per share of the Company's Stock(2) Stock acquisition rights (stock acquisition rights in A through H below are collectively referred to as the "Stock
Acquisition Rights"):
A
Stock acquisition rights issued based on the resolution of the Company's board of directors meeting heldon May 9, 2013 (the "FY 2013 Stock Acquisition Rights") (exercise period: from June 1, 2013 to May
31, 2043): 1 yen per stock acquisition right;
B

Stock acquisition rights issued based on the resolution of the Company's board of directors meeting heldon May 15, 2014 (the "FY 2014 Stock Acquisition Rights") (exercise period: from June 7, 2014 to June
6, 2044): 1 yen per stock acquisition right;

C

Stock acquisition rights issued based on the resolution of the Company's board of directors meeting heldon May 19, 2015 (the "FY 2015 Stock Acquisition Rights") (exercise period: from June 10, 2015 to June
9, 2045): 1 yen per stock acquisition right;

D

Stock acquisition rights issued based on the resolution of the Company's board of directors meeting heldon May 20, 2016 (the "FY 2016 Stock Acquisition Rights") (exercise period: from June 14, 2016 to June
13, 2046): 1 yen per stock acquisition right;

E

Stock acquisition rights issued based on the resolution of the Company's board of directors meeting heldon May 19, 2017 (the "FY 2017 Stock Acquisition Rights") (exercise period: from June 13, 2017 to June
12, 2047): 1 yen per stock acquisition right;

F

Stock acquisition rights issued based on the resolution of the Company's board of directors meeting heldon May 18, 2018 (the "FY 2018 Stock Acquisition Rights") (exercise period: from June 12, 2018 to June11, 2048): 1 yen per stock acquisition right;

G

Stock acquisition rights issued based on the resolution of the Company's board of directors meeting heldon May 20, 2019 (the "FY 2019 Stock Acquisition Rights") (exercise period: from June 12, 2019 to June11, 2049): 1 yen per stock acquisition right; and2

H

Stock acquisition rights issued based on the resolution of the Company's board of directors meeting heldon May 20, 2020 (the "FY 2020 Stock Acquisition Rights") (exercise period: from June 12, 2020 to June11, 2050): 1 yen per stock acquisition right.

3.

Details and basis of, and reasons for the opinion on the Tender Offer(1) Details of the opinion on the Tender OfferAt the meeting of its Board of Directors held today, the Company passed a resolution to approve the Tender Offer
and to recommend its shareholders to tender their Company's Stock in the Tender Offer, and to leave it to the Stock
Acquisition Right Holders to decide whether or not to tender their Stock Acquisition Rights in the Tender Offer basedon the basis and reasons stated in "(2) Basis of, and reasons for the opinion on the Tender Offer" below.
The resolution of the Board of Directors described above was adopted in the manner described in "(V) Unanimous
approval of all disinterested directors of the Company and the opinion of all disinterested auditors of the Company thatthey have no objection" in "(6) Measures to ensure the fairness of the Tender Offer, such as measures to ensure thefairness of the Tender Offer Price and measures to avoid conflict of interests."(2) Basis of, and reasons for the opinion on the Tender Offer
In this "(2) Basis of, and reasons for the opinion on the Tender Offer," the descriptions regarding the Offeror are
based on the explanations received from the Offeror.
(I) Outline of the Tender Offer
According to the Offeror, the Offeror is a joint-stock company established on May 13, 2024 for the principal purposeof holding all of the Company's Stock listed on the Prime Market of the Tokyo Stock Exchange, Inc. (the "TSE”)(including the Company's restricted stock granted to the Company's directors (excluding outside directors) and
executive officers as restricted stock-based compensation (the "Restricted Stock") and the Company's Stock to be issued
upon exercise of the Stock Acquisition Rights, but excluding treasury shares held by the Company and the NonTendered Shares (as defined below; hereinafter the same)) and the Stock Acquisition Rights through the Tender Offer,and controlling and managing the Company's business activities. As of today, all of issued and outstanding shares of
the Offeror are held by BXJC I Holding KK (the "Offeror's Parent Company"; hereinafter the same), all of whose issued
and outstanding shares are indirectly held by funds managed, advised, or operated by Blackstone (as defined below;
hereinafter the same). As of today, Blackstone, the Offeror's Parent Company, or the Offeror do not hold any share of
the Company's Stock or Stock Acquisition Rights.
According to the Offeror, Blackstone Inc. (including its affiliates and other affiliated entities, "Blackstone") was
founded in 1985 and is one of the world's largest alternative investment management company. Blackstone manages
assets with total equity of approximately 165 trillion yen as of May 11, 2024 (Note: 1 U.S. Dollar = 150 yen; hereinafter
the same). Blackstone's investment management business includes private equity funds, real estate funds, hedge fundsolutions, credit-related investments, and closed-end mutual funds. The private equity fund, which is the investor in theTransaction (as defined below), manages approximately 47 trillion yen globally at 126 portfolio companies (as ofDecember 31, 2023) , which is one of the largest in the world. In addition, the Blackstone's private equity team has
offices worldwide, including six (6) Asian and Oceanian bases in Tokyo, Singapore, Mumbai, Shanghai, Sydney, andSeoul, and these offices are not divided into regional funds (e.g. North America, Europe, Asia, Japan), and acting as asingle team enables Blackstone to collaborate closely and globally. Blackstone focuses on companies with highcompetitiveness, growth potential, and the ability to create added value, conducts investment activities with the aim ofachieving further growth by flexibly and intensively providing Blackstone's global network and various management
resources as needed to the strong foundation of these companies. In Japan, since the opening of our Tokyo office in2007, Blackstone have invested more than 2 trillion yen in business investment and real estate investment through May
11, 2024. Blackstone has built a track record in these areas, such as the capital participation to AYUMI Pharmaceutical3

Corporation in March 2019, the acquisition of Takeda Consumer Healthcare Company Limited (currently Alinamin
Pharmaceutical Co., Ltd.) in March 2021, and the acquisition of Sony Payment Services Inc. with Sony Bank Inc. inJanuary 2024. In addition, on May 13, 2024, Blackstone announced that it intended to commence a tender offer for
shares of I'rom Group Co., Ltd., a major provider of clinical trial business support, to take the company private.
According to the Offeror, Blackstone has designated media and IT services sectors, in which the Company operates,
as high priority investment areas. Blackstone has made thematic investments in the media field, focusing on the growthpotential of video IP (intellectual property), music IP, and digital content. Blackstone co-founded Candle Media withformer executives of Walt Disney Company to provide a platform for acquiring companies with IP, operating globally,and helping to maximize IP value across multiple channels. Furthermore, in the field of IT services, Blackstone has
made more than 10 investments in the Asia-Pacific region. Blackstone supports growth by strengthening digitalsolutions through M&As, expanding sales into Blackstone's portfolio, and securing engineering resources throughoffshoring.
According to the Offeror, on June 18, 2024, the Offeror decided to implement the Tender Offer as part of a series oftransactions (the "Transaction") for the purpose of having the Company's Stock go private by acquiring all of theCompany's Stock (including the Restricted Stock and the Company's Stock to be issued upon exercise of the Stock
Acquisition Rights, but excluding treasury shares held by the Company and the Non-Tendered Shares) and the Stock
Acquisition Rights.
According to the Offeror, on June 18, 2024, the Offeror entered into a basic transaction agreement (the "BasicTransaction Agreement") with TEIJIN LIMITED, the Company's parent company ("TEIJIN"), in which it agreed not totender all of the Company's Stock held by TEIJIN (31,760,000 shares; Shareholding Ratio (Note 1): 57.65%; the "NonTendered Shares") in the Tender Offer and, as described in "(5) Policies on the organizational restructuring, etc. after
the Tender Offer (matters concerning "two-step acquisition")" below, agreed to sell the Non-Tendered Shares in responseto the repurchase of the Company's Stock with respect to the Non-Tendered Shares (the "Company's Stock Repurchase;"and the price per share (before the Share Consolidation (as defined below)) at which the Company's Stock Repurchasewill be made is hereinafter referred to as the "Company's Stock Repurchase Price") expected to be made by the Company
after a series of procedures to make the Offeror and TEIJIN the sole shareholders of the Company (the "Squeeze-Out
Procedures") following the consummation of the Tender Offer taking effect. For the details of the Basic Transaction
Agreement, see "(1) Basic Transaction Agreement" under "4. Material agreements relating to the Tender Offer" below.
(Note 1) "Shareholding Ratio" refers to the ratio (rounded to the second decimal place; hereinafter the same applies in
the calculation of the Shareholding Ratio) of the number of shares to the number of shares (55,091,718 shares;the "Total Number of Shares after Consideration of Dilutive Shares") obtained by deducting the number oftreasury shares held by the Company as of March 31, 2024 (2,714,682 shares) from the total number of issued
and outstanding shares of the Company as of March 31, 2024 (57,600,000 shares), both as stated in the"Summary of Consolidated Financial Results for the Year Ended March 31, 2024 (Based on Japanese GAAP)"
published by the Company on April 25, 2024 (the "Company's Summary Securities Report") the reminder ofwhich is 54,885,318 shares, then adding the number of the Company's Stock (206,400 shares) underlying thetotal number of the Stock Acquisition Rights (516 units) (Note 2), remaining as of March 31, 2024.
(Note 2) The table below shows the breakdown of the Stock Acquisition Rights (516 units) and the number of theCompany's Stock underlying the Stock Acquisition Rights.

Name of Stock Acquisition Rights

Number as of March 31, 2024
(units)Number of Underlying Company's
Stock (shares)

FY 2013 Stock Acquisition Rights

53

21,200FY 2014 Stock Acquisition Rights

74

29,600FY 2015 Stock Acquisition Rights

94

37,600FY 2016 Stock Acquisition Rights

76

30,4004

FY 2017 Stock Acquisition Rights

74

29,600FY 2018 Stock Acquisition Rights

56

22,400FY 2019 Stock Acquisition Rights

44

17,600FY 2020 Stock Acquisition Rights

45

18,000

Total

516

206,400

According to the Offeror, the Transaction intends to: (i) conduct the Tender Offer; (ii) upon consummation of theTender Offer, if the Offeror fails to acquire all of the Company's Stock (including the Restricted Stock and theCompany's Stock to be issued upon exercise of the Stock Acquisition Rights, but excluding the treasury shares held by
the Company and the Non-Tendered Shares) during the course of the Tender Offer, make the Offeror and TEIJIN thesole shareholders of the Company through the Share Consolidation (as defined in "(5) Policies on the organizational
restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")" below; hereinafter the same) to
be made by the Company; (iii) for the purposes of securing funds to implement the Company's Stock Repurchase andsecuring a distributable amount to implement the Company's Stock Repurchase, cause the Offeror to provide theCompany with funds to be appropriated to the consideration for the Company's Stock Repurchase (the "Funding") andcause the Company to reduce the amounts of stated capital and capital reserve of the Company ((Note 3); the "Capital
Reduction") pursuant to Article 447, Paragraph (1) and Article 448, Paragraph (1) of the Companies Act (Act No. 86 of2005, as amended; the "Companies Act"); and (iv) cause the Company to implement the Company's Stock Repurchaseconditional upon consummation of the Tender Offer and the Share Consolidation taking effect. Ultimately, theTransaction intends to cause the Offeror to make the Company a wholly-owned subsidiary. For the details of theShare
Consolidation, see "(5) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning "twostep acquisition")" below.
(Note 3) According to the Offeror, upon the Capital Reduction, the amounts of stated capital and capital reserve of theCompany will be reduced and transferred to other capital surplus or other retained earnings.
According to the Offeror, in the Tender Offer, the minimum number of tendered shares to be purchased has been set
at 5,036,700 shares (Shareholding Ratio: 9.14%), and if the total number of the shares, etc. tendered in the Tender Offer(the "Tendered Shares") is less than the minimum number of tendered shares to be purchased (5,036,700 shares), theOfferor will purchase none of the Tendered Shares. Meanwhile, with the intention of acquiring all of the Company's
Stock (including the Restricted Stock and the Company's Stock to be issued upon exercise of the Stock Acquisition
Rights, but excluding treasury shares held by the Company and the Non-Tendered Shares) and the Stock Acquisition
Rights in the Tender Offer and having the Company's Stock go private, the Offeror has not set the maximum number oftendered shares to be purchased in the Tender Offer, and if the total number of the Tendered Shares is no less than theminimum number of tendered shares to be purchased (5,036,700 shares), the Offeror will purchase all of the Tendered
Shares. The minimum number of tendered shares to be purchased (5,036,700 shares) has been set at the number ofshares (5,036,700 shares) obtained by deducting the number of treasury shares held by the Company as of March 31,
2024 (2,714,682 shares) from the total number of issued and outstanding shares of the Company as of March 31, 2024
(57,600,000) shares, both as stated in the Company's Summary Securities Report, the remainder of which is 54,885,318
shares, then multiplied by two-thirds (2/3) with fractions less than 1 unit (100 shares) being rounded up, the product ofwhich is 36,590,300 shares, then added by the number of the Company's Stock (206,400 shares) underlying the Stock
Acquisition Rights remaining as of March 31, 2024 (516 units) as reported by the Company, the sum of which is
36,796,700 shares, and then deducting the number of the Non-Tendered Shares (31,760,000 shares) from such sum.
While the Transaction is intended to have the Company's Stock go private, such minimum number of tendered shares
to be purchased (5,036,700 shares) has been set so that, given that the Stock Acquisition Rights have been granted tothe directors and executive officers of the Company as stock options and one of the conditions for the exercise of the5Stock Acquisition Rights is that the Stock Acquisition Rights may be exercised only during a period of 5 years (for FY
2013 to FY 2018 Stock Acquisition Rights) or 10 years (for FY 2019 to FY 2020 Stock Acquisition Rights) from the
day following the date on which they lost all of the positions of director or executive officer of the Company, subsidiariesof the Company, or affiliates of the Company, while even if the Tendered Shares include the Stock Acquisition Rights
and the Offeror is to acquire such Stock Acquisition Rights through the Tender Offer (the "Acquisition of Stock
Acquisition Rights"), it is necessary to avoid the situation where the Offeror is unable to exercise such Stock Acquisition
Rights and acquire the Company's Stock, resulting in the Offeror being unable to secure the voting rights of theCompany's Stock with respect to the Stock Acquisition Rights acquired after the consummation of the Tender Offer andto secure two-thirds (2/3) or more of the total number of voting rights of all shareholders of the Company, and because
a special resolution of the shareholders meeting as provided in Article 309, Paragraph (2) of the Companies Act is arequirement for implementing the Share Consolidation, even if the Acquisition of Share Acquisition Rights is to be
implemented, the Offeror and TEIJIN will ensure the ownership of two-thirds (2/3) or more of the total number ofvoting rights of the Company's shareholders.
In addition, according to the Offeror, the Offeror intends to fund the settlement of the Tender Offer by receiving aprovision of up to 142,000,000,000 yen in funds from the Offeror's Parent Company (the "Parent's Contribution") upon
consummation of the Tender Offer and, subject to the consummation of the Tender Offer, intends to receive the Parent's
Contribution no later than the business day immediately prior to the settlement commencement date of the Tender Offer.
According to the Offeror, if, upon consummation of the Tender Offer, the Offeror is unable to acquire all of theCompany's Stock (including the Restricted Stock and the Company's Stock to be issued upon exercise of the Stock
Acquisition Rights, but excluding the treasury shares held by the Company and the Non-Tendered Shares) through theTender Offer, the Offeror will, after consummation of the Tender Offer, request the Company to implement the SqueezeOut Procedures.
In addition, according to the Offeror, it is intended that after the Squeeze-Out Procedures, the Company's Stock
Repurchase will be implemented with respect to the Non-Tendered Shares and the Offeror will be made the sole
shareholder of the Company. Considering that a provision on the exclusion of deemed dividends from gross profits set
forth in the Corporation Tax Act (Act No. 34 of 1965, as amended) is likely to be applied to TEIJIN on the Company's
Stock Repurchase, both the maximization of the purchase price per share of the Company's Stock in the Tender Offer(the "Tender Offer Price") and the fairness among shareholders can be achieved by increasing the allocation to minority
shareholders of the Company, the Offeror has decided to implement the Company's Stock Repurchase. Based on
discussions and negotiations with the Company and TEIJIN, the Offeror has made a calculation, so that (i) the after-tax
amount of proceeds to be received by TEIJIN when the Company's Stock Repurchase is implemented is almost
equivalent to (ii) the after-tax amount that would be obtained when TEIJIN accepts the Tender Offer. As a result, theOfferor has determined to set the Tender Offer Price at 6,060 yen per share and the Company's Stock Repurchase Price
at 4,231 yen per share.

6

According to the Offeror, the following is a rough illustration of the structure of the Transaction.
<Illustration of the Structure of the Transaction>
Ⅰ. Current situation (as of June 19, 2024)•

As of today, TEIJIN holds 31,760,000 shares of the Company's Stock (Shareholding Ratio: 57.65%) and othergeneral shareholders hold 23,125,318 shares of the Company's Stock (Shareholding Ratio: 41.98%) and 516 unitsof the Stock Acquisition Rights (the number of the Company's Stock underlying the Stock Acquisition Rights:
206,400 shares (Shareholding Ratio: 0.37%)).

TEIJIN

Generalshareholders

57.65％

42.35％
Company

II. Tender offer and procurement of funds for the settlement thereof by the Offeror (before early August 2024)•

According to the Offeror, the Offeror will carry out the Tender Offer for all of the Company's Stock and theStock Acquisition Rights except for the Non-Tendered Shares and the treasury shares held by the Company.

•

According to the Offeror, the Offeror plans to settle the Tender Offer with the funds procured through the Parent's
Contribution.

Blackstone

Offeror's
Parent Company

Generalshareholders

TEIJIN

Offeror

Tender offer forat least 9.14%

Company

After tender offer, the Offeror and
TEIJIN together own at least 2/3

7

III. Squeeze-out using share consolidation (before early October 2024)•

According to the Offeror, if the Offeror fails to acquire all of the Company's Stock (including the Restricted Stockand the Company's Stock issued upon exercise of the Stock Acquisition Rights but not including the treasury
shares held by the Company and Non-Tendered Shares) following the consummation of the Tender Offer, theOfferor will request the Company to make the Offeror and TEIJIN the sole shareholders of the Company bycarrying out the Share Consolidation.

•

According to the Offeror, the Share Consolidation is expected to take effect after approved at the Extraordinary
Shareholders' Meeting (as defined in "(5) Policies on the organizational restructuring, etc. after the Tender Offer(matters concerning "two-step acquisition")" below) to be held after the consummation of the Tender Offer.

•

In respect of the Restricted Stock, the allotment agreement for the Restricted Stock provides that if, during thetransfer restriction period, the consolidation of shares (limited to cases where such consolidation of shares resultsin the allotee of the Restricted Stock holding only a fraction of less than one share of the Restricted Stock) is
conducted, the Company shall acquire, without consideration, on the business day immediately preceding theeffective date of such consolidation of shares, all of the Restricted Stock for which the restriction on transfer has
not been lifted. Hence, the Company resolved at the meeting of the board of directors held today to enter into anamendment to the allotment agreement (the "Amendment Agreement") with the holders of the Restricted Stockin order for the Share Consolidation to cover the Restricted Stock under which Amendment Agreement, if, during
the transfer restriction period, the consolidation of shares (limited to cases where such consolidation of shares
results in the allotee of the Restricted Stock holding only a fraction of less than one share of the Restricted Stock)is conducted, the Company shall acquire, without consideration, the number of the Restricted Stock for which
the restriction on transfer has not been lifted as of the business day immediately preceding the effective date ofsuch consolidation of shares in proportion to the service period. Therefore, the number of the Restricted Stock inproportion to the service period will be subject to the Share Consolidation.

Blackstone

Offeror's
Parent Company

TEIJIN

Generalshareholders

OfferorExecute squeeze-outtransactions

Company

8

IV. Stock repurchase by the Company from TEIJIN, and funding to the Company from the Offeror and capital reduction
by the Company for the purposes of securing funds for stock repurchase and securing the distributable amount for
stock repurchase, etc. (before early October 2024)•

According to the Offeror, in consideration of the amount of cash required for the Company's Stock Repurchaseand the level of cash and deposits owned by the Company and cash and deposits required for its business operation,
the Offeror plans to, as the Funding, finance the Company, provide the Company with loans, or undertake
corporate bonds of the Company (or any combination thereof) as funds for the Company's Stock Repurchase, andthe Company will appropriate the funds to some of the payment to be made to TEIJIN upon the Company's Stock
Repurchase.

•

According to the Offeror, the Offeror plans to promptly carry out the Capital Reduction of the Company to secure
the distributable amount required for the Company's Stock Repurchase.

•

According to the Offeror, the Offeror expects an extraordinary shareholders' meeting at which a proposal
regarding the Capital Reduction, Funding and the Company's Stock Repurchase is to be discussed will be held
after the Share Consolidation has taken effect and TEIJIN and the Offeror have become the sole shareholders of
the Company.

•

According to the Offeror, after the completion of the Tender Offer, the Share Consolidation, the Funding and theCapital Reduction, the Company will acquire all of the Company's Stock then owned by TEIJIN (Non-Tendered
Shares) through the Company's Stock Repurchase.

Blackstone

Offeror's
Parent Company

TEIJINMay receive dividend of
surplus or borrow fundsfromsubsidiaryin
addition to Funding

OfferorCompany

Funding9Blackstone

Offeror's
Parent Company

TEIJIN

OfferorCompany
Stock repurchase

V. After the Transaction (after early October 2024)•

According to the Offeror, after the Transaction, the Offeror will hold all of the issued shares in the Company(except for the treasury shares held by the Company).

Blackstone

Offeror's
Parent Company

Offeror100％
Company(II) Background and purposes of the Offeror's Tender Offer and decision-making process leading to theimplementation of the Tender Offer, and management policy after the Tender Offer(i) Business environment surrounding the Company etc.
The Company was established as Nissho-Iwai Computer Systems Inc. by separating the Information System

10Division of Nissho-Iwai Corporation (currently known as Sojitz Corporation) in February 1983 and incorporating it
as a subsidiary of Nissho-Iwai Corporation with the capital of 50 million yen. It changed the tradename to NisshoIwai Infocom Systems Inc. in June 1987, to Nissho-Iwai Infocom Inc. in April 1999, and to INFOCOMCORPORATION, the current tradename, in April 2000. After merging with Teijin System Technology, Ltd., asubsidiary of TEIJIN, in April 2001, the Company registered its stock as an over-the-counter traded stock of the Japan
Securities Dealers Association in March 2002, canceled its over-the-counter registration with the Japan Securities
Dealers Association in December 2004, listed its stock on the JASDAQ Securities Exchange, Inc. (the "JSE"), listed
its stock on the JASDAQ Market of Osaka Securities Exchange, Co., Ltd. (the "OSE") in April 2010 following themerger of the JSE and the OSE, listed its stock on the JASDAQ Market (Standard) of the OSE in October 2010
following the integration of the Hercules Market of the OSE, the JASDAQ Market of the OSE, and the NEO Marketof the OSE, listed its stock on the JASDAQ Market (Standard) of the TSE in July 2013 following the integration of
the spot markets of the OSE and the TSE; and changed its listing market to the First Section of the TSE in November
2018, then in April 2022, the Company moved to the Prime Market of the TSE as a result of the reclassification of
the TSE markets. As of today, the Company is listed on the Prime Market of the TSE.
As of today, the Company's group which consists of the Company and its 12 consolidated subsidiaries (the"Company Group"), operates electronic comic distribution services for smartphones for general consumers, andoperates IT services such as planning, development, operation, and management of information systems forcompanies, pharmaceutical and medical institutions, nursing care providers, the public, and educational and research
institutions. Furthermore, the Company Group has set the corporate philosophy that it "contributes to social
innovations through technological advancements," and is practicing integrated group management in accordance withthe following 5 management policies: "Reach for higher corporate value through sustainable profit growth,""Management with compliance as the norm," "Respond quickly to changes in markets and advancements intechnology," "Provide fulfilling work and foster employee talents," and "Contribute to a better society through cocreation and ICT."In the opinion of the Company regarding the business environment surrounding the Company Group, the economic
outlook remained uncertain due to factors such as rising commodity prices while the movement restrictions were
relaxed in the second half of the fiscal 2023 and socioeconomic activities were in the process of normalization despite
the repeated expansion and contraction of COVID-19. The e-book market started to recover due to the reduction of
the impact of pirated websites, but the growth has been moderating due to the stay-home special demand caused by
COVID-19 coming to an end. In the IT-related market, while the cloud market is driving growth, traditional IT
businesses are growing moderately.
Under such circumstances, the Company Group released the details of its 3-year mid-term management plan("Mid-term Management Plan") for the period from the fiscal 2023 to the fiscal 2025 on May 16, 2023. In the Midterm Management Plan, under the slogan "United Innovation 'value co-creation and beyond,'" the Company Group
regards those three years as a period to realize the evolution to a company group that is required by society, and it is
implementing the growth strategy. The Company Group is steadily implementing the Mid-term Management Planaiming to become a service company that provides new value through collaboration between ICT and real business.
(ii) Discussions between the Offeror, and the Company and TEIJIN, process of decision-making by the Offeror
According to the Offeror, Blackstone aims to help companies having high competitiveness, growth potential, andability to create added value achieve further growth by flexibly and intensively proving them with the global network

11and various management resources of Blackstone, and it exchanged information on new investment opportunities in
its proposal activities aimed at exploring opportunities of investment in companies, including those other than the
Company. As part of the above proposal activities, Blackstone made a preliminary proposal to TEIJIN in January2024.
Under such circumstance, on February 28, 2024, Blackstone received from Nomura Securities Co., Ltd. ("Nomura
Securities"), TEIJIN's financial advisor, the "Notice Concerning the First Bidding Process" (the "First Process
Letter") in connection with transfer of the Company's Stock owned by TEIJIN.
The background of the commencement by TEIJIN of the bidding process to solicit 100% acquisition of theCompany's Stock (the "Bidding Process”) and the background of establishment of the Special Committee (definedin "(III) Decision-making process leading to and grounds for the opinion in favor of the Tender Offer by theCompany" below) by the Company are descried in "(III) Decision-making process leading to and grounds for theopinion in favor of the Tender Offer by the Company" below.
According to the Offeror, in early March 2024, Blackstone appointed Goldman Sachs Japan Co., Ltd. ("Goldman
Sachs Japan") as a financial advisor that is independent of Blackstone, the Offeror, the Offeror's Parent Company,
the Company and TEIJIN (collectively "Tender Offer Related Parties"), and Anderson Mōri & Tomotsune ("AMT")
as a legal advisor that is independent of the Tender Offer Related Parties, and performed analyses based on public
information with regard to the growth potential and profitability of the Company's Digital Entertainment Businessand Business Solution Business as well as a cooperation plan with Blackstone. As a result, Blackstone concluded thatwhile the Digital Entertainment Business has led the Company's growth based on a strong electronic comics platform
and the Business Solution Business supported the Company's business performance as a stable business, andrecognizes that both businesses are in a stage where further investment will be required in the future, and Blackstone
can contribute to the Company's business vision over the medium- to long-term by leveraging Blackstone's global
investment experience and network, collaborating with portfolio companies, and sharing best practices.
According to the Offeror, based on such discussions, Blackstone decided to participate in the first bidding process
for the Transaction (the "First Bidding Process") and submitted to Nomura Securities on March 21, 2024 a letter ofintent (the "First Letter of Intent") regarding its intention to take the Company's Stock private through a tender offer,the purchase price in the Tender Offer, the outline of the structure, and the outline of the assumed schedule. In theFirst Letter of Intent, Blackstone proposed the same structure as the Tender Offer, the Squeeze-Out Procedures, andthe Company's Stock Repurchase from the viewpoint of maximization of shareholder value and smooth execution of
the transaction.
Thereafter, in late March 2024, TEIJIN received letters of intent from several candidates in the Bidding Process,including Blackstone (the "Candidate(s)"). TEIJIN carefully examined the content of the letters of intent and selected
several candidates that passed the First Bidding Process. The Company was notified by TEIJIN of the said several
candidates and the commencement of the second bidding process (the "Second Bidding Process").
According to the Offeror, thereafter, on April 1, 2024, Blackstone was notified by Nomura Securities that it wasallowed to participate in the Second Bidding Process and had the opportunity to participate in the Second Bidding
Process. For approximately 7 weeks from April 1 through May 17, 2024, Blackstone conducted further analysis andexamination, including calculation of the corporate value and a cooperation plan after the Transaction, by reviewing
the business plan of the Company, assessing synergies associated with the acquisition of the Company's Stock anddisadvantages associated with taking Target's Stock private, through full-scale due diligence on the Company's
business, finance and legal affairs, interviews with the Company's management team, and interviews with working-12

level employees.
According to the Offeror, as a result of such examination, Blackstone submitted to TEIJIN a letter of intent (the"Second Letter of Intent"), taking into account the results of the due diligence conducted from April 1 to May 17,
2024, on May 17, 2024, including the statement that (i) the Tender Offer Price shall be 5,570 yen (which reflected apremium of 49.33% (rounded to 2 decimal places; hereinafter the same in calculation of premiums) over the closing
price (3,730 yen) of the Company’s Stock on the Prime Market of the TSE as of May 16, 2024, which is the business
day preceding the date of the proposal, 85.54% over the simple average closing price (3,002 yen) (rounded to thenearest whole yen; hereinafter the same in calculation of simple average closing prices) for the 1 month until suchdate, 104.40% over the simple average closing price (2,725 yen) for the 3 months until such date, and 116.73% overthe simple average closing price (2,570 yen) for the 6 months until such date), and (ii) the purchase price per Stock
Acquisition Right in the Tender Offer (the "Stock Acquisition Right Purchase Price") shall be 1 yen.
According to the Offeror, thereafter, Blackstone negotiated with TEIJIN on the contents of the Basic Transaction
Agreement and the Transition Service Agreement (reverse TSA) (defined in "(2) Transition Service Agreement(reverse TSA)" in "4. Material agreements relating to the Tender Offer" below; hereinafter the same) submitted
together with the Second Letter of Intent, and other terms and conditions of the Transaction. Blackstone also
continued after May 17, 2024 to examine the possibility of enhancement of the corporate value of the Company inthe medium- to long-term through the Transaction, and made a written proposal to TEIJIN on the 30th day of thesame month comprehensively taking into account such examination and the competitive situation in the Second
Bidding Process, to set the Tender Offer Price at 6,060 yen (which reflected a premium of 33.19% over the closing
price (4,550 yen) of the Company's Stock on the Prime Market of the TSE as of May 29, 2024, which is the business
day preceding the date of the proposal, 66.58% over the simple average closing price (3,638 yen) for the 1 month
until such date, 102.20% over the simple average closing price (2,997 yen) for the 3 months until such date, and124.78% over the simple average closing price (2,696 yen) for the 6 months until such date).
According to the Offeror, on the same day, Blackstone was informed by TEIJIN that it had selected Blackstone asa final purchaser candidate who submitted the best Second Letter of Intent including the tender offer price, and wouldcommence discussions and examinations towards implementation of the Transaction including the Company's Stock
Repurchase, and Blackstone entered into a memorandum of understanding concerning granting of an exclusive
negotiation right.
According to the Offeror, thereafter, as TEIJIN and the Company accepted the Second Letter of Intent, the Offeror
decided on June 18, 2024 to carry out the Tender Offer, entered into the Basic Transaction Agreement with TEIJIN,
and agreed with TEIJIN to set the Tender Offer Price at 6,060 yen, the Stock Acquisition Right Purchase Price at 1
yen, and the Company's Stock Repurchase Price at 4,231 yen.
According to the Offeror, the Tender Offer Price of 6,060 yen reflected a premium of 177.35% over the closing
price (2,185 yen) of the Company's Stock on the Prime Market of the TSE as of March 8, 2024, which is considered
not to have been affected by the speculative report by Mergermarket (after the closing of the market on March 8,2024) concerning sale of the Company's Stock by TEIJIN, 168.50% over the simple average closing price (2,257
yen) for the 1 month until such date, 155.27% over the simple average closing price (2,374 yen) for the 3 months
until such date, and 142.69% over the simple average closing price (2,497 yen) for the 6 months until such date. Also,
the Tender Offer Price of 6,060 yen reflected a premium of 103.29% over the closing price (2,981 yen) of theCompany's Stock on the Prime Market of the TSE as of May 9, 2024, which is considered not to have been affectedby the speculative report by Bloomberg (after the closing of the market on May 9, 2024) concerning sale of the13Company's Stock by TEIJIN, 119.17% over the simple average closing price (2,765 yen) for the 1 month until suchdate, 132.18% over the simple average closing price (2,610 yen) for the 3 months until such date, and 140.38% overthe simple average closing price (2,521 yen) for the 6 months until such date.
According to the Offeor, the structure remained unchanged from the First Letter of Intent and the Second Letter ofIntent and the same structure as the Tender Offer, Squeeze-Out Procedures, and the Company's Stock Repurchase
was agreed between the Offeror and TEIJIN.
(iii) Management policy after the Tender Offer
According to the Offeror, Blackstone aims to help companies having high competitiveness, growth potential, andability to create added value achieve further growth by flexibly and intensively proving them with the global networkand various management resources of Blackstone, and after carrying out the Transaction and taking the Company's
Stock private, the Offeror plans to provide the Company with Blackstone's accumulated knowledge on enhancementof the value of investee companies, networks, funds, etc. and to promote initiatives to maximize the potential valueof the Company's business.
According to the Offeror, the Offeror understands that the Company's Internet business has driven the growth of
the Company based on its strong electronic comics platform. In terms of profitability, Blackstone understands thatthe business has maintained a stable profit margin, capitalizing on the strong support and loyalty from women in their
30s and above in particular. Meanwhile, the Offeror recognizes that the competitive environment in the electronic
comic market has continued to intensify and that, in order to achieve medium- to long-term growth, it is necessary
to increase lifetime value by further utilizing customer data and to differentiate the Company's Internet businessthrough original works and works that are distributed exclusively. Blackstone plans to leverage the know-how andnetwork of Candle Media, which is an existing investee of Blackstone, to provide support for accelerating theoverseas expansion of Company's contents and the 360-degree monetization of IPs (intellectual property).
According to the Offeror, the Offeror recognizes that in the Company's IT services business, although both sales
and profit have remained generally flat over the past several years, it has established a positioning with a high market
share in all markets including the introduction and sale of ERP "GRANDIT" and the department system for hospitals
such as radiation information systems (RIS). In order to achieve high growth in the future, Blackstone is also
considering launching new businesses and M&A on a certain scale, as well as maximizing sales and profits fromexisting businesses.
According to the Offeror, the Offeror expects that the current employees of the Company will continue to engage
in their work after the consummation of the Transaction, and does not intend to change the structure of its day-to-day
operations, and plans to implement measures to retain and motivate the employees of the Company Group.
According to the Offeror, the Offeror expects that the Company’s management team will continue to play a leadingrole in the business operation. However, it intends to decide on the recruitment of additional management personnel
necessary for the growth of its business in consultation with the Company. In addition, the Offeror intends to dispatch
directors from Blackstone and appoint several directors from outside using the network of Blackstone for the purposeof supporting the medium- to long-term growth of the Company as a shareholder. No other matters have been
assumed as of today in relation to the Company's management structure, management policy, etc. and such matterswill be discussed and deliberated between the Offeror and the Company after the consummation of the Tender Offer.
According to the Offeror, Blackstone intends to mobilize its domestic and overseas networks and various
management support resources to support the growth of the Company Group.
According to the Offeror, regarding the impact of the Company ceasing to be a subsidiary of TEIJIN after the14

Transaction, Blackstone has confirmed through the information disclosed in the Bidding Process and interviews with
the Company's executives that the Company is more independent than TEIJIN, and Blackstone believes that thebusiness operation of the Company will not be affected after the Transaction. Also, it is possible to fully assist the
securing of human resources by the Company (prevention of loss of talent and new recruitment) by leveraging
Blackstone's achievements and know-how. It is important to emphasize the Company's potential for future growth
and the degree of discretion granted to individuals in the hiring process, and Blackstone believes that such apresentation will be more feasible through measures taken after taking the Company's Stock private
In addition, during the First Bidding Process, the Second Bidding Process, the subsequent discussions andnegotiations, the Offeror received an explanation from the Company that the Company, which operates the DigitalEntertainment Business and the Business Solution Business in an integrated manner, has increased its corporate value
by leveraging the synergies between the two businesses, such as utilizing "B to C" know-how and IT human resources,
conducting AI-based marketing, building infrastructure for business expansion, and attracting and exchanging
excellent human resources, and that the Company is concerned that the separation of the two businesses following
the Transaction will result in a loss of the synergies between the two businesses, which will decrease its corporate
value. In view of the foregoing, the Offeror has undertaken that the Company’s Digital Entertainment Business andBusiness Solution Business will not be separated without the consent of the Company’s management for a period of,in principle, two years after the Transaction, and the Offeror's Parent Company and the Company have entered into
an agreement dated June 18, 2024 concerning the prohibition, etc. of business splits, which includes such anundertaking (for details, please refer to "(3) Agreement on prohibition, etc. of business splits" in "4. Material
agreements relating to the Tender Offer" below).
In addition, in the transition service agreement (reverse TSA) entered into among the Company, the Offeror and
TEIJIN regarding the IT services provided by the Company to TEIJIN (for details, please refer to "(2) Transition
Service Agreement (reverse TSA)" in "4. Material agreements relating to the Tender Offer"), the Offeror has agreed
in principle that the Company's Digital Entertainment Business and Business Solution Business will not be separated
for two years, based on discussions and negotiations among the three parties.
According to the Offeror, Blackstone's basic policy is to re-list the Company's Stock after the Company's businesshas grown and its corporate value has been enhanced through the Transaction.
(III) Decision-making process leading to and grounds for the opinion in favor of the Tender Offer by the Company
In light of the business environment described in "(II) Background and purposes of the Tender Offer and decisionmaking process leading to the implementation of the Tender Offer, and management policy after the Tender Offer",
the Company has considered measures to maximize its corporate value from the medium- to long-term perspective.
Under such circumstances, in late July 2022, the Company was notified by TEIJIN, the parent company of theCompany (number of shares held: 31,760,000 shares, shareholding ratio: 57.65%) concerning the positioning of theCompany among TEIJIN, its subsidiaries and affiliates (the "TEIJIN Group"), that TEIJIN formally commenced toconsider keeping approximately 34% of the Company's Stock on a voting right basis and selling the remaining portion
to a third party due to the need for business portfolio reform. However, in early October 2022, the Company was
notified by TEIJIN that TEIJIN would like to postpone the consideration of selling a portion of the Company's Stockheld by TEIJIN for the time being due to the deterioration of TEIJIN's business performance. As a side note, at thattime, the plan for TEIJIN to retain approximately 34% of the Company's Stock on a voting right basis, and transfer
the remaining shares to a third party was unchanged. Thereafter, in mid-September 2023, the Company was notified
by TEIJIN that since TEIJIN was unable to find a synergy to enhance the value of both the Company and TEIJIN in

15

the future despite continued examination of synergies between TEIJIN and the Company since 2022, TEIJIN intended
to sell all of the Company's Stock held by it to a third party for the market price of the Company's Stock with a certain
premium added thereto with the aim to maximize the sale price due to the need for business portfolio reform. In
response, the Company confirmed to TEIJIN whether the transactions contemplated by TEIJIN, including the sale of
the Company's Stock, would involve taking Company's Stock private, and TEIJIN explained that it expected to
conduct the transactions involving taking the Company's Stock private through a tender offer for the Company's
Stock by a third party and a series of subsequent transactions. Based on such notice and explanation, the Company
carefully examined TEIJIN's intention and assumptions, and communicated its initial view in late September 2023
to TEIJIN that it could not agree to undertake the discussions on transactions that would involve taking Company's
Stock private at that time as it considered that it should respect TEIJIN's intention to sell the Company's Stockwhereas the Company would need to fully examine the impact of delisting of the Company's Stock on the corporate
value of the Company.
Nevertheless, since the Company believed that it should respect TEIJIN's intention to sell all of the Company's
Stock as described above, the Company, in early October 2023, appointed BEYOND ARCH PARTNERS Co., Ltd.
("BAP") as a financial advisor and a third-party valuator independent of the Tender Offer Related Parties, and TMI
Associates as a legal advisor independent of the Tender Offer Related Parties, respectively, to examine various capital
policies of the Company, including consideration of the method of selling the Company's Stock held by TEIJIN, andthen commenced specific consideration, including acquisition of all of the Company's Stock held by TEIJIN by meansof stock repurchase. In addition, in parallel with the implementation of such consideration, the Company alsocommenced to search for providers of capital funds as it would need a large amount of funds and distributable amount
if it were to acquire all of the Company's Stock held by TEIJIN by means of stock repurchase. In order to fully carryout such consideration and search for fund providers, in early October 2023, the Company requested TEIJIN to allow
a consideration period of approximately 1 month in the Company before the commencement of the Bidding Process,and TEIJIN responded that it would accept the request.
The Company then concluded that it is appropriate to consider its capital policy on the assumption of maintaining
the listing of the Company's Stock, at least at the stage when the Company had not received any specific proposal
regarding a tender offer, etc. for the Company's Stock by a third party as contemplated by TEIJIN. Also, as a resultof interviews with several prospective fund providers, the Company received from the prospective fund providers(the "Prospective Preferred Share Underwriter(s)") an initial proposal in early November 2023 for a scheme in which
the Company issues preferred shares to the Prospective Preferred Share Underwriters in order to secure the funds anddistributable amount of the Company to the level necessary to repurchase all of the Company's Stock held by TEIJIN
and then repurchases all of the Company's Stock held by TEIJIN by way of a self-tender offer (the "Self TOB
Scheme"). The Company then proposed to TEIJIN in early November 2023 the Self TOB Scheme as a means bywhich TEIJIN would sell all of the Company's Stock held by it. However, in late November 2023, the Company
received a response from TEIJIN that it believed that the Bidding Process was desirable from the perspective of thecorporate value of the Company and the common interest of shareholders as well as on the ground that it may bedifficult for TEIJIN to fulfill its responsibility to the shareholders since, in the case of the Self TOB Scheme, it ishighly likely that the tender offer price for the Company's Stock would be an amount discounted from the market
price and that would not satisfy the maximization of the sale price of the Company's Stock, and that may make thefeasibility of the transaction unstable as a counter offer with higher purchase price may be made after thecommencement of the self-tender offer.

16

However, the Company decided to go through due diligence by the Prospective Preferred Share Underwriters on
business, finance and accounting, tax, and legal affairs from January to February 2024 since it believed at that timethat they should undertake the consideration of the Self TOB Scheme as the Self TOB Scheme was more likely toincrease the corporate value of the Company over the medium- to long-term, and that the Self TOB Scheme was inline with the TEIJIN's intention in terms of selling of all of the Company's Stock held by TEIJIN.
The Company had continued discussions with TEIJIN on options including the Self TOB Scheme and the Tender
Offer in order to maximize the interests of shareholders of both companies. In mid-January 2024, the Company was
notified by TEIJIN that it had decided to commence the Bidding Process and also received an explanation fromTEIJIN that it had received several offers for acquisition of the Company which could be a so-called "bona fide offer"
set out in the "Guidelines for Corporate Takeovers" (the "Corporate Takeover Guidelines") released by the Ministryof Economy, Trade and Industry on August 31, 2023. Accordingly, in early February 2024, the Company responded
to TEIJIN that it would continue careful consideration of how to respond to the Bidding Process by TEIJIN at theboard of directors of the Company while its view remained unchanged that maintaining the listing of the Company's
Stock may lead to enhancement of the corporate value of the Company in the medium- to long-term. Since theCompany was expected to receive offers including taking the Company's Stock private from the Candidates, theCompany determined that, in light of the Corporate Takeover Guidelines and from the viewpoint of sincere
consideration while ensuring the fairness and transparency of the consideration process by the Company, it should
consider (i) not only proposals for taking Company's Stock private, (ii) but also measures to enhance the corporate
value of the Company (the "Corporate Value Enhancement Measures ") on the assumption of maintaining the listingof the Company's Stock, and (iii) the Self TOB Scheme. Furthermore, when the Company repurchases the Company's
Stock from TEIJIN, such repurchase of the Company's Stock would fall under a transaction with the controllingshareholder as set forth in the Securities Listing Regulations of the TSE, it is hence necessary to obtain an "opinion
on such transaction being not disadvantageous to the minority shareholders" from a person who does not have any
interest in the controlling shareholder. As such, by the resolution at the board of directors meeting held on February
28, 2024, the Company established a special committee (the "Special Committee," for details of the Special
Committee's activities, see "(IV) Establishment of independent special committee at the Company and procurementof written report from the said committee" in "(6) Measures to ensure the fairness of the Tender Offer, such asmeasures to ensure the fairness of the Tender Offer Price and measures to avoid conflict of interests" below)
consisting of Mr. Kazuhiko Fujita (independent outside director), Mr. Kazuhiko Tsuda (independent outside director),and Ms. Kiyo Morikawa (independent outside auditor) and consulted with the Special Committee on the Items for
Advice (defined in "(IV) Establishment of independent special committee at the Company and procurement of written
report from the said committee" in "(6) Measures to ensure the fairness of the Tender Offer, such as measures toensure the fairness of the Tender Offer Price and measures to avoid conflict of interests" below). Each member of theSpecial Committee is not a related party of any of the Tender Offer Related Parties and does not have any materialinterest in the Transactions including the Tender Offer.
Thereafter, the Company was notified by TEIJIN that after it had confirmed to the several candidates their interests
through Nomura Securities and then it would commence the First Bidding Process for a total of 13 companies
consisting of several operating companies and several investment companies including Blackstone in late February
2024. After that, in late March 2024, TEIJIN received letters of intent from several candidates, carefully examinedthe content of the letters of intent, and selected several candidates which passed the First Bidding Process. The
Company was notified by TEIJIN of such several candidates and the commencement of the Second Bidding Process.

17

Thereafter, from late March 2024 to mid-May 2024, the Company went through due diligence on business, financeand accounting, tax, legal affairs, and IT conducted by several candidates.
Furthermore, the Company negotiated with the Prospective Preferred Share Underwriters on the terms andconditions for the issuance of preferred shares after it went through the due diligence from January to February 2024.
The Company received final legally binding offers (the "Self TOB Scheme Final Offer") from the Prospective
Preferred Share Underwriters in mid-May 2024 and made a legally binding offer regarding the Self TOB Scheme to
TEIJIN in late May 2024.
After that, in late May 2024, the Company was notified by TEIJIN that it had received final offers from several
candidates and that Blackstone had been selected as a final candidate. The Company also received the Blackstone's
final offer (the "Offeror's Final Offer") and final offers of the other candidates. The Company's proposal for the Self
TOB Scheme was not selected from the perspective of maximizing the common interests of the shareholders of both
TEIJIN and the Company, etc., given the large difference between the selling price of the Company’s Stock includedin the Offeror's Final Offer and the maximum limit set on the number of shares to be purchased.
The Company carefully compared and examined the Offeror’s Final Offer and the Self TOB Scheme Final Offer,and comprehensively considered them from the perspectives of, for example, the total stock value, the financial
soundness of the Company after the Transaction, the direction of the business strategy after the Transaction including
the possibility of the business split, synergistic effects, treatment of employees. On May 28, 2024, the Company
determined that the Self TOB Scheme would not succeed unless TEIJIN tendered its Company's Stock in the selftender offer by the Company, and the feasibility of it was low as TEIJIN had no intention to do so, and that the offerto the Company contained in the Offeror’s Final Offer may be an option to satisfactorily achieve the enhancement of
the corporate value of the Company by leveraging the management support provided by the Offeror to the fullest
extent although there would be some issues to be discussed between the Company and the Offeror from theperspective of the financial soundness after the Transaction and the possibility of business split of the Company. The
Company thus concluded that it would be desirable to select the Offeror which made an offer including the highest
tender offer price among the prices presented by each candidate at that time as a final candidate and to continue
discussions on the remaining issues between the Company and the Offeror. Then, on May 30, 2024, the Company
received a notice from TEIJIN stating that TEIJIN had received a proposal to set the Tender Offer Price at 6,060 yen,in which the Offeror had taken into account the overall competitive situation in the Second Bidding Process, and that
TEIJIN's decision to select the Offeror as the final candidate would not change. In light of such notice, the Company
decided to continue discussions with Blackstone, as the Company's conclusion remained the same that it was
desirable to continue to consider and discuss matters that should be discussed between the Company and Blackstone
The Offeror understood that it may be possible to achieve both maximization of the tender offer price and thefairness among shareholders by increasing dividends to the minority shareholders of the Company, taking into
account the fact that the provision for exclusion of deemed dividends from gross profits under the Corporate Tax Act
was expected to apply to TEIJIN in relation to the Company's Stock Repurchase. Based on such understanding, theOfferor calculated that (i) the after-tax proceeds of TEIJIN if the Company's Stock Repurchase was carried out would
be approximately equal to (ii) the after-tax proceeds to be obtained if TEIJIN accepted the Tender Offer. As a resultof the calculation, decided to set the Tender Offer Price at 6,060 yen per share and the Company's Stock Repurchase
Price at 4,231 yen per share. With respect to the Tender Offer Price, no candidate presented terms that were morefavorable to the shareholders of the Company than those presented by the Offeror.
Subsequently, the Company identified the following as the issues requiring discussion with Blackstone: (i) the18

financial soundness of the Company after the Transaction; (ii) the possibility of a business split of the Company; (iii)the conclusion of a Transition Service Agreement (Reverse TSA) between the Company, the Offeror and TEIJIN
regarding the development, operation and maintenance of IT systems used by TEIJIN and the TEIJIN Group and (iv)the handling of the Stock Acquisition Rights issued by the Company to its officers and director, and has held
discussions with Blackstone and TEIJIN.
Specifically, with respect to the (i) financial soundness of the Company after the Transaction above, the Company
received an explanation from TEIJIN that, although the Company is expected to bear a financial burden as theCompany's cash and deposits held by the Company Group are expected to be used to cover the acquisition costs in
the Company's Stock Repurchase and the Company will, in effect, be responsible for the borrowings under the LBO
Loan, there would be no particular adverse impact on the Company's business operations and that it would be possible
to consider additional investment or other support if necessary. Upon receiving such explanation and afterreconsidering the matter, the Company needed to consider the Company's regular repayments or liquidity on hand
after the Transaction is implemented and requested TEIJIN to reduce the Company's Stock Repurchase Price.
However, the Company received a response from TEIJIN that it could not accept such request. Subsequently, basedon this response, the Company held further discussions and confirmed the Company's financial plan, and concluded
that the financial burden arising from the implementation of the Transaction would not have a material adverse effecton the Company's business, in part because the ratio of equity contributions to debt contributions itself is appropriate
and an additional investment by Blackstone could be expected in the event of additional funding needs.
With respect to the (ii) possibility of a business split of the Company above, the Company has entered into anagreement dated today with the parent company of the Offeror on prohibition of business split, etc., containing aprovision that the separation of the Company's Internet business and IT services business shall not be implemented
for a period of two years after the Transaction in principle unless the consent of the Company’s management isobtained (for details, please refer to “(3) Agreement on prohibition, etc. of business splits” in “4. Material agreements
relating to the Tender Offer” below).
With respect to the (iii) Transition Service Agreement (Reverse TSA) above, because there is a risk that it would
be difficult to maintain the system to provide development, operation and maintenance services for the TEIJIN Group
if the Company's Stock goes private or if the Internet business and the IT service business of the Company areseparated as a result of the implementation of the Transaction, it was necessary to conclude a Transition Service
Agreement (Reverse TSA) which takes such risk into consideration, and the Company, Blackstone and TEIJIN haveheld repeated discussions and reached an agreement on the contents of the agreement (for details, please refer to "(2)Transition Service Agreement (Reverse TSA)" in "4. Material agreements relating to the Tender Offer" below).
With respect to the (iv) Stock Acquisition Rights issued to the Company's officers and employees above, theexercise condition of the Stock Acquisition Rights is that the grantee must retire from the Company, and thus thedesign of the stock acquisition rights is similar to a retirement benefit plan. Then, the Company and Blackstone haveheld discussions on the risk that the implementation of the Transaction may encourage the Company's officers andemployees to retire, and Blackstone has responded that it is considering issuing new stock acquisition rights that areeconomically equivalent or superior to the Stock Acquisition Rights issued by the Company, and thus the Company
believes that the said risk can be mitigated.
As the disadvantages of taking the Company's Stock private, in addition to the above-mentioned items discussedwith Blackstone, it is expected that, in general terms, the Company's credibility with its business partners will
deteriorate. However, Blackstone believes the Company has maintained and earned trust from its business partners

19through its business activities, and therefore, the impact of taking Company's Stock private on the Company’s
relationships with its business partners will be limited, and the Company believes the same way.
In addition, based on the following points, the Company's board of directors has determined that other terms andconditions of the Tender Offer are reasonable for the shareholders of the Company and that the Tender Offer provides
a reasonable opportunity for the shareholders of the Company to sell their shares.
(a)

The Tender Offer Price is the highest price offered by each candidate in the Second Bidding Process and has
been further increased from the price originally offered by the Offeror in the Second Letter of Intent as aresult of the Offeror's comprehensive consideration of the competitive conditions in the Second Bidding
Process and other factors.

(b)

The Tender Offer Price exceeds the upper limit of the range of the average market share price method in thecalculation results of the share value of the Company's Stock in the share valuation report prepared by BAP(the "Share Valuation Report (BAP)"), and exceeds the median of the range of the calculation results basedon the discounted cash flow method (the "DCF method").

(c)

The Tender Offer Price exceeds the upper limit of the range of the average market share price method andthe DCF method in the calculation results of the share value of the Company's Stock in the share valuation
report prepared by PwC Advisory LLC ("PwC") (the "Share Valuation Report (PwC)").

(d)

The Tender Offer Price respectively includes a 177.35% premium on the closing price (2,185 yen) of theCompany's Stock on the Prime Market of the TSE as of March 8, 2024 where it is considered that the market
price of the Company's Stock was not affected by the speculative report by Mergermarket (after the closingof the market on March 8, 2024), a 168.50% premium on the simple average closing price (2,257 yen) forthe past one month up to March 8, 2024), a 155.27% premium on the simple average closing price (2,374
yen) for the past three months up to March 8, 2024), a 142.69% premium on the simple average closing
price (2,497 yen) for the past six months up to March 8, 2024, and thus the Tender Offer Price is considered
to include a considerable premium compared to recent similar cases (the average of the level of premium in
91 cases of other tender offers conducted for the purpose of taking listed companies private in Japan thatwere announced on or after June 28, 2019, the date of publication of "Guidelines Concerning Fair M&A
Practices - Toward Enhancing Corporate Value and Securing Shareholder Benefits" issued by the Ministryof Economy, Trade and Industry, and consummated by June 14, 2024 were as follows: a 49.94% premiumon the closing price on the business day prior to the date of announcement; a 52.67% premium on the simple
average closing price for the past one month up to the date of announcement; a 54.99% premium on thesimple average closing price for the past three months up to the date of announcement; and a 56.57%
premium on the simple average closing price for the past six months up to the date of announcement).

(e)

Measures to ensure the fairness of the Tender Offer as described in "(6) Measures to ensure the fairness of
the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures to avoid
conflict of interests" below, have been taken and the interests of the Company's minority shareholders are
considered to be taken into consideration.

Based on the above, at a meeting of the Company's board of directors held on June 18, 2024, the Company's
directors who participated in the deliberation and resolution (of the seven directors excluding Mr. Naohiko Moriyama,
who was absent from the meeting of board of directors, four directors excluding Mr. Norihiro Takehara, Mr. Jun
Kuroda and Mr. Mototaka Kuboi) unanimously resolved to support the Tender Offer and to recommend that theCompany's shareholders tender their shares in the Tender Offer. In addition, with respect to the Share Acquisition

20

Rights, the Company resolved to leave the decision as to whether to tender the Share Acquisition Rights in the Tender
Offer to the Share Acquisition Right Holders as the Share Acquisition Right Purchase Price is set at 1 yen.
For details of the decision-making process leading to the above resolution by the board of directors, please referto "(V) Unanimous approval of all disinterested directors of the Company and the opinion of all disinterested auditorsof the Company that they have no objection" in "(6) Measures to ensure the fairness of the Tender Offer, such asmeasures to ensure the fairness of the Tender Offer Price and measures to avoid conflict of interests" below.
(3) Matters concerning calculation(I)

Procurement of a share valuation report from an independent third-party valuator retained by the Company(i)Name of the third-party valuator and relationship with the Company and the Offeror(A)

Procurement of a share valuation report from BAP
In expressing the Company’s opinion regarding the Tender Offer, in order to ensure the fairness of thedecision-making process of the Company regarding the Tender Offer Price presented by the Offeror, theCompany requested BAP, the Company’s financial advisor and third-party valuator independent of the Tender
Offer Related Parties, to conduct the calculation of the share value of the Company's Stock and accompanying
financial analysis, and obtained the Share Valuation Report (BAP). BAP is not the Tender Offer Related Parties,
and does not have any material interest in relation to the Transaction, including the Tender Offer. Further,although the remuneration to BAP includes a part of a contingency fee to be paid on the condition that theTransaction is publicly announced, etc., it is not a contingency fee for the content of the opinion expressed andthe consummation or failure of the Transaction. The Company determined that, taking into account the generalpractice in similar transactions and the appropriateness of the remuneration system that imposes a certain amountof the financial burden on the Company if the Transaction is not consummated, the inclusion of such
renumeration does not mean that BAP is considered to have material interest that differs from the minority
shareholders with respect to the consummation or failure of the Transaction, and does not negate BAP's
independence. In addition, as there are no issues with the independence and expertise of BAP, the Special
Committee, after approving BAP as the third-party valuator of the Company, confirmed that the Special
Committee may also receive professional advice from BAP as necessary.
Since the Company and the Offeror believe that measures have been taken to ensure the fairness of the Tender
Offer Price and to avoid conflicts of interests (in particular, the measures set out below under "(6) Measures toensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price andmeasures to avoid conflict of interests") and that due consideration has been given to the interests of theCompany’s minority shareholders, the Company has not obtained an opinion on the fairness of the Tender Offer
Price (fairness opinion) from BAP.
(B) Procurement of a share valuation report from PwC
In expressing the Company’s opinion regarding the Tender Offer, in order to exercise further caution withregard to ensuring the fairness of the decision-making process of the Company regarding the Tender Offer Pricepresented by the Offeror, the Company requested PwC, a third-party valuator independent of the Tender Offer
Related Parties, to conduct the calculation of the share value of the Company's Stock and accompanying
financial analysis, and obtained the Share Valuation Report (PwC) on June 17, 2024. PwC is not a related partyof the Tender Offer Related Parties, and does not have any material interest between the Tender Offer Related

21

Parties in relation to the Transaction, including the Tender Offer. Further, the remuneration to PwC does notinclude a contingency fee to be paid on the condition of the public announcement of the Transaction. In addition,
as there are no issues with the independence and expertise of PwC, the Special Committee, after approving PwC
as the third-party valuator of the Company, confirmed that the Special Committee may also receive professional
advice from PwC as necessary.
Since the Company and the Offeror believe that measures have been taken to ensure the fairness of the Tender
Offer Price and to avoid conflicts of interests (in particular, the measures set out below under "(6) Measures toensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price andmeasures to avoid conflict of interests") and that due consideration has been given to the interests of theCompany’s minority shareholders, the Company has not obtained an opinion on the fairness of the Tender Offer
Price (fairness opinion) from PwC.
(ii)

Overview of calculation(A)

Overview of calculation by BAP
BAP received explanation from the Company's management regarding the current situation and future
prospects of the Company's business and other information in order to gather and consider the informationnecessary for the calculation of the share value of the Company's Stock, and calculated the share value of theCompany's Stock based on such information. After considering the calculation method to be used in the Tender
Offer, BAP, based on its view that it is appropriate to evaluate the Company's Stock from a multifaceted
perspective under the assumption that the Company's Stock is a going concern, adopted the following calculation
methods respectively, to calculate the share value of the Company's Stock: the average market share pricemethod since the Company's Stock is listed on the Prime Market of the TSE and there is a market share pricefor the shares of the Company's Stock; and the DCF method to reflect the status of future business activities in
the calculation.
The range of the value per share of the Company's Stock calculated by BAP based on each of the above
methods is as follows.
Average market share price method:

From 2,185 yen to 2,497 yen

DCF method:

From 4,943 yen to 6,200 yen

Under the average market share price method, the reference date is set at March 8, 2024 where it is consideredthat the market price of the Company's Stock was not affected by the speculative report by Mergermarket (after
the closing of the market on March 8, 2024), and the per-share value of the Company's Stock was calculated torange from 2,185 yen to 2,497 yen, based on the following prices of the Company's Stock on the Prime Marketof the TSE: the closing price on the reference date (2,185 yen); the simple average of the closing prices for the
past one month up to the reference date (2,257 yen); the simple average of the closing prices for the past threemonths up to the reference date (2,374 yen); and the simple average of the closing prices for the past six months
up to the reference date (2,497 yen). In adopting the average market share price method, the share value of theCompany's Stock was calculated by referring to the simple average of the closing prices over multiple periods
to level out short-term share price fluctuations.
Under the DCF method, the sum-of-the-parts analysis was performed to calculate the value of the Group'sbusinesses by classifying them into the Internet business and the IT services business. The Company's corporate22

value and the share value of the Company's Stock are calculated by discounting the free cash flow expected tobe generated by each of the Internet business and the IT services business of the Company in and after the fiscal
year ended March 2025 at a certain discount rate to the present value, based on the Company's earnings forecasts,
which takes into consideration various factors such as financial forecasts based on the business plan preparedby the Company for the period from the fiscal year ending March 2025 to the fiscal year ending March 31, 2030
(TEIJIN is not involved in the preparation of the business plan; the same applies hereinafter) and publicly
disclosed information. Using this method, the per-share value of the Company's Stock was calculated to range
from 4,943 yen to 6,200 yen. The discount rate is the Weighted Average Cost of Capital (WACC), and theInternet business adopted a rate ranging from 5.3% to 6.3% and the IT services business adopted a rate ranging
from 5.8% to 6.8%. The perpetual growth rate method is used to calculate the going concern value, and theperpetual growth rate is set to range from 0.0% and 0.5% for the Internet business and -0.25% and 0.25% for
the IT services business under the perpetual growth rate method.
The financial forecasts based on the said business plan, which BAP used as a basis for the calculation under
the DCF method, are as follows. In addition, although the said business plan does not assume the execution of
the Transaction, it includes fiscal years in which a significant increase in profit is expected for each of the figuresof the financial forecasts compared to the respective previous fiscal years. Specifically, in the fiscal years ending
March 31, 2026 and 2028, in the IT services business, the Company expects a significant increase in profit asfollows, as a result of, in the healthcare field, further development of solutions for large hospitals by leveraging
the strength of the existing large hospital customer and data base as well as expansion into the pharmaceuticalindustry by utilizing data, and in the service business field, accelerating sales expansion of cloud-based ERP
services: operating income of 3.7 billion yen for the year ending March 2026 (an increase of approximately 48%
over the previous year), free cash flow of 2.8 billion yen for the year ending March 2026 (an increase of
approximately 68% over the previous year), and free cash flow of 4.2 billion yen for the year ending March2028 (an increase of approximately 45% over the previous year). The Company has judged synergistic effects
between the Internet business and IT services business are included in the respective financial forecast figures.
Digital Entertainment Business (Unit: 100 million yen)

Sales

Opera

Fis

Fis

Fis

Fis

cal

cal

cal

cal

yea

yea

yea

yea

r

r

r

r

end

end

end

end

ing

ing

ing

ing

Ma

Ma

Ma

Ma

rch

rch

rch

rch

202

202

202

202

5

6

7

8

Fisc

Fisc

al

al

year

year

endi

endi

ng

ng

Mar

Mar

ch

ch

202

203

9

0

6

7

8

9

1,

1,

22

16

07

00

016

105

8

8

9

1

1

1

23

ting

5

8

7

07

34

66

EBIT

8

9

1

1

1

1

DA

7

1

00

09

36

68

Free

6

6

7

7

9

1

Cash

0

5

1

8

7

18

incom
e

Flow

Business Solution Business (Unit: 100 million yen)
Fis

Fis

Fis

Fis

Fis

Fis

cal

cal

cal

cal

cal

cal

yea

yea

yea

yea

yea

yea

r

r

r

r

r

r

end

end

end

end

end

end

ing

ing

ing

ing

ing

ing

Ma

Ma

Ma

Ma

Ma

Ma

rch

rch

rch

rch

rch

rch

202

202

202

202

202

203

5

6

7

8

9

0

2

3

3

3

3

4

89

19

40

62

92

22

Opera

2

3

4

5

6

7

ting

5

7

6

5

3

3

EBIT

3

5

6

7

7

8

DA

9

2

1

0

9

9

Free

1

2

2

4

4

4

Sales

incom
e

Cash

24

Flow

7

8

9

2

7

6

Although the Share Acquisition Rights are included in the scope of the Tender Offer, the Company has not
obtained a valuation report or a fairness opinion regarding the Share Acquisition Right Purchase Price from
BAP.
(Note)

In calculating the share value of the Company's Stock, in principle, BAP has adopted the information
provided by the Company and publicly disclosed information as is, assuming that all such materials
and information are accurate and complete and that there are no facts undisclosed to BAP that could
have a material impact on the calculation of the share value of the Company's Stock, and has notindependently verified their accuracy or completeness. In addition, it is assumed that the information
regarding the Company's financial projections (including business plans and other information) havebeen reasonably prepared based on the best estimates and judgment of the Company's management
available at the time of calculation. Further, BAP has not conducted any independent evaluation andassessment of the assets and liabilities of the Company and its affiliates (including off-the-book assets
and liabilities and other contingent liabilities), nor has it requested any third party to conduct anevaluation or assessment therefor. The calculation of the share value of the Company's Stock by BAP
reflects the above information up to June 17, 2024.

(B) Overview of calculation by PwC
PwC received explanation from the Company's management regarding the current situation and future
prospects of the Company's business and other information in order to gather and consider the informationnecessary for the calculation of the share value of the Company's Stock, and calculated the share value of theCompany's Stock based on such information. After considering the calculation method to be used in the Tender
Offer, PwC, based on its view that it is appropriate to evaluate the Company's Stock from a multifaceted
perspective under the assumption that the Company's Stock is a going concern, adopted the following calculation
methods respectively, to calculate the share value of the Company's Stock: the market share price basis method
since the Company's Stock is listed on the Prime Market of the TSE and there is a market share price for theshares of the Company's Stock; and the DCF method to reflect the status of future business activities in thecalculation.
The range of the value per share of the Company's Stock calculated by PwC based on each of the above
methods is as follows.
Market share price basis method (1):From 2,185 yen to 2,526 yen

Market share price basis method (2):From 2,993 yen to 5,740 yen

DCF method:

From 4,856 yen to 5,708 yen

Under the market share price basis method (1), the reference date is set at March 8, 2024 where it is consideredthat the market price of the Company's Stock was not affected by the speculative report by Mergermarket, andthe per-share value of the Company's Stock was calculated to range from 2,185 yen to 2,526 yen, based on thefollowing prices of the Company's Stock on the Prime Market of the TSE: the closing price on the reference

25

date (2,185 yen); the simple average of the closing prices for the past one month, three months, and six months,
up to the reference date (for the one month: 2,257 yen; for the 3 months: 2,374 yen; for the six months: 2,497
yen (rounded to the nearest whole number; the same applies to the calculation of simple average of closing
prices and volume-weighted average closing prices in this"(B) Overview of calculation by PwC")); and thevolume-weighted average closing prices for the past one month, three months, and six months, up to thereference date (for the one month: 2,256 yen; for the three months: 2,366 yen; for the six months: 2,526 yen).
Under the market share price basis method (2), the reference date is set at June 17, 2024, which is the business
day immediately preceding the date of the announcement of the Tender Offer, and the per-share value of theCompany's Stock was calculated to range from 2,993 yen to 5,740 yen, based on the following prices of theCompany's Stock on the Prime Market of the TSE: the closing price on the reference date (5,740 yen); the simple
average of the closing prices for the past one month, three months, and six months, up to the reference date (forthe one month: 4,903 yen; for the 3 months: 3,557 yen; for the six months: 2,993 yen); and the volume-weighted
average closing prices for the past one month, three months, and six months, up to the reference date (for theone month: 5,002 yen; for the three months: 4,296 yen; for the six months: 3,763 yen).
Under the DCF method, the sum-of-the-parts analysis was performed to calculate the value of the Group'sbusinesses by classifying them into the Internet business and the IT services business. The Company's businessvalue and the share value of the Company's Stock are calculated by discounting the free cash flow expected tobe generated by the Company in and after the fiscal year ended March 2025 at a certain discount rate to thepresent value, based on the Company's earnings forecasts, which takes into consideration various factors suchas financial forecasts based on the business plan prepared by the Company for the period from the fiscal year
ending March 2025 to the fiscal year ending March 2030 and publicly disclosed information. Using this method,
the per-share value of the Company's Stock was calculated to range from 4,856 yen to 5,708 yen. The discountrate is the Weighted Average Cost of Capital (WACC), and the Internet business adopted a rate ranging from
6.7% to 7.7% and the IT services business adopted a rate ranging from 6.9% to 7.9%. The perpetual growth rate
method is used to calculate the going concern value, and the perpetual growth rate is set to 1.5% under theperpetual growth rate method.
The financial forecasts based on the said business plan prepared by the Company, which PwC used as a basis
for the calculation under the DCF method, are as follows. In addition, although the said business plan does notassume the execution of the Transaction, it includes fiscal years in which a significant increase or decrease is
expected for each of the financial forecast figures compared to the respective previous fiscal years. Specifically,in the fiscal years ending March 31, 2026 and 2028, in the IT services business, the Company expects asignificant increase in profit as follows, as a result of, in the healthcare field, further development of solutions
for large hospitals by leveraging the strength of the existing large hospital customer and data base as well as
expansion into the pharmaceutical industry by utilizing data, and in the service business field, accelerating sales
expansion of cloud-based ERP services: operating income of 3.7 billion yen for the year ending March 2026 (anincrease of approximately 48% over the previous year), free cash flow of 2.8 billion yen for the year ending
March 2026 (an increase of approximately 68% over the previous year), and free cash flow of 4.2 billion yen
for the year ending March 2028 (an increase of approximately 45% over the previous year). The Company has
judged that synergistic effects between the Internet business and IT services business are included in therespective financial forecast figures.

26

Digital Entertainment Business (Unit:100 million yen)
Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

endingendingendingendingendingendingMarch 2025

March 2026

March 2027

March 2028

March 2029

March 2030

Sales

622

716

807

900

1,016

1,105

Operating

85

88

97

107

134

166

EBITDA

87

91

100

109

136

168

Free

55

63

70

77

98

121

incomeCash

FlowBusiness Solution Business (Unit: 100 million yen)
Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

endingendingendingendingendingendingMarch 2025

March 2026

March 2027

March 2028

March 2029

March 2030

Sales

289

319

340

362

392

422

Operating

25

37

46

55

63

73

EBITDA

39

52

63

73

81

91

Free

16

28

29

42

46

53

incomeCash

Flow

Although the Share Acquisition Rights are included in the scope of the Tender Offer, the Company has not
obtained a valuation report or a fairness opinion regarding the Share Acquisition Right Purchase Price from
PwC.
(Note)

In calculating the share value of the Company's Stock, in principle, PwC has adopted the information
provided by the Company and publicly disclosed information as is, assuming that all such materials

27and information are accurate and complete and that there are no facts undisclosed to PwC that could
have a material impact on the calculation of the share value of the Company's Stock, and has notindependently verified their accuracy or completeness. In addition, it is assumed that the information
regarding the Company's financial projections (including business plans and other information) havebeen reasonably prepared based on the best estimates and judgment of the Company's management
available at the time of calculation. Further, PwC has not conducted any independent evaluation andassessment of the assets and liabilities of the Company and its affiliates (including off-the-book assets
and liabilities and other contingent liabilities), nor has it requested any third party to conduct anevaluation or assessment therefor. The calculation of the share value of the Company's Stock by PwC
reflects the above information up to June 17, 2024.
(II) Procurement of a share valuation report from an independent third-party valuator retained by the Offeror(ⅰ) Company's StockIn determining the Tender Offer Price, based on materials regarding financial information disclosed by theCompany, the results of the due diligence conducted on the Company from April 1, 2024 to May 17, 2024, thefinancial conditions of business and conditions of legal affairs of the Company, and the results of discussions andnegotiations with the Company and TEIJIN regarding the Tender Offer Price, the Offeror ultimately determined
the Tender Offer Price to be 6,060 yen on June 18, 2024.
The Tender Offer Price (6,060 yen) respectively includes a 5.57% premium on the closing price (5,740 yen) of
the Company's Stock on the Prime Market of the TSE as of June 17, 2024, i.e. the business day immediately prior
to the date of announcement of the Tender Offer, a 23.60% premium on the simple average closing price (4,903
yen) for the past one month up to the same day, a 70.37% premium on the simple average closing price (3,557
yen) for the past three months up to the same day, and a 102.47% premium on the simple average closing price(2,993 yen) for the past six months up to the same day.
In addition, the Tender Offer Price of 6,060 yen respectively includes a 177.35% premium on the closing price(2,185 yen) of the Company's Stock on the Prime Market of the TSE as of March 8, 2024 where it is consideredthat the market price of the Company's Stock was not affected by the speculative report by MergerMarket
regarding the sale of the Company's Stock by TEIJIN (after the closing of the market on March 8, 2024), a
168.50% premium on the simple average closing price (2,257 yen) for the past one month up to the same day, a155.27% premium on the simple average closing price (2,374 yen) for the past three months up to the same day,a 142.69% premium on the simple average closing price (2,497 yen) for the past six months up to the same day.
Also, the Tender Offer Price of 6,060 yen is calculated by adding a premium of 103.29% on the closing price(2,981 yen) of the Company's Stock on the Prime Market of the TSE as of May 9, 2024 where it is consideredthat the price of the Company's Stock was not affected by the speculative report by Bloomberg regarding the saleof the Company's Stock by TEIJIN (after the closing of the market on May 9, 2024), a 119.17% premium on thesimple average closing price (2,765 yen) for the past one month up to the same day, a 132.18% premium on thesimple average closing price (2,610 yen) for the past three months up to the same day, a 140.38% premium on
the simple average closing price (2,521 yen) for the past six months up to the same day.

28

The Offeror has not obtained a share valuation report from a third-party valuator, since it determined the Tender
Offer Price through discussions and negotiations with the Company and TEIJIN, while comprehensively taking
into consideration the above factors, such as whether the Company supports the Tender Offer and the prospectsof consummation of the Tender Offer.

(ⅱ) Stock Acquisition Rights
The Stock Acquisition Rights were granted to the directors and the executive officers of the Company asstock options. As one of the conditions for exercising the rights is that they may only be exercised within 5 years(FY 2013 Stock Acquisition Rights – FY2018 Stock Acquisition Rights) or 10 years (FY 2019 Stock Acquisition
Rights – FY 2020 Stock Acquisition Rights) from the day following the date on which the directors andexecutive officers of the Company, its subsidiaries, or its affiliates ceased to hold any of their positions, even if
the Offeror acquires the Stock Acquisition Rights, it will not be able to exercise these rights. Therefore, theOfferor determined the Stock Acquisition Right Purchase Price to be 1 yen on June 18, 2024.
The Offeror has not obtained a valuation report from a third party valuator in determining the Stock Acquisition
Right Purchase Price.
(4) Possibility of delisting and reason therefor
The Company's Stock is listed on the Prime Market of the TSE as of today, however, the Offeror has not set the
maximum number of tendered shares to be purchased in the Tender Offer, and therefore, the Company's Stock may
be delisted through the prescribed procedures in accordance with the TSE's criteria for delisting depending on the
results of the Tender Offer.
Also, even if such criteria are not met as at the time of consummation of the Tender Offer, if the Squeeze-Out
Procedures described in "(5) Policies on the organizational restructuring, etc. after the Tender Offer (mattersconcerning "two-step acquisition")" above are implemented after the consummation of the Tender Offer as scheduled,
the Company's Stock may be delisted through the prescribed procedures in accordance with the TSE's criteria fordelisting. After the delisting of the Company's Stock, the shares of the Company's Stock may no longer be traded on
the Prime Market of the TSE.
(5) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")
As described in "(I) Outline of the Tender Offer" in "(2) Basis of, and reasons for the opinion on the Tender Offer"above, if the Offeror is unable to acquire all shares of the Company's Stock (including the Restricted Stock and theCompany's Stock to be delivered upon exercise of the Stock Acquisition Rights, but excluding the treasury shares
held by the Company and the Non-Tendered Shares) and the Stock Acquisition Rights by the Tender Offer, the Offeror
plans to implement the Squeeze-Out Procedures for the purpose of making the Offeror and TEIJIN the sole
shareholders of the Company and taking the Company's Stock private, by the following method after the
consummation of the Tender Offer.
Specifically, the Offeror plans to request the Company, promptly after the completion of settlement of the Tender
Offer, to hold an extraordinary shareholders' meeting (the "Extraordinary Shareholders' Meeting"), at which the items
for resolution shall include the implementation of consolidation of the shares of the Company's Stock (the "Share
Consolidation") pursuant to Article 180 of the Companies Act, and on condition that the Share Consolidation takes
effect, partial amendment of the articles of incorporation to abolish the provision concerning share units. The Offeror

29and TEIJIN plan to vote in favor of each of the above proposals at the Extraordinary Shareholders' Meeting. In
addition, as of today, the Extraordinary Shareholders' Meeting is planned to be held around early September, 2024.
If the proposal for the Share Consolidation is approved, then on the date on which the Share Consolidation takes
effect, the Company's shareholders will hold the shares of the Company's Stock in the number corresponding to theratio of the Share Consolidation approved at the Extraordinary Shareholders' Meeting. If any fraction of a share lessthan one share is generated from the Share Consolidation, an amount of money obtained by selling to the Company
or the Offeror the shares of Company's Stock equivalent to the total number of such fractional shares (any fractional
shares less than one share created by aggregating those fractional shares shall be discarded; the same applies
hereinafter) shall be delivered to the Company's shareholders for whom a fraction of less than one share is generated,in accordance with the procedures stipulated in Article 235 of the Companies Act and other relevant laws andregulations.
With respect to the sale price of the shares of the Company's Stock equivalent to such total number of fractional
shares, it is scheduled that this price shall be set in such a way so that, as a result of selling these shares, the amountof money to be delivered to the shareholders of the Company who did not tender in the Tender Offer (excluding theOfferor, TEIJIN, and the Company) shall be the same as the price that shall be obtained by multiplying the Tender
Offer Price by the number of the shares of the Company's Stock held by such shareholders. After the above process,the Offeror intends to request the Company to file a petition to obtain permission for voluntary sale to the court. In
addition, although the ratio of the consolidation of the shares of the Company's Stock has not yet been determined asof today, the Offeror plans to request the Company to determine the number of the shares of the Company's Stockheld by the Company's shareholders who did not tender in the Tender Offer (excluding the Offeror, TEIJIN, and theCompany) to be a fraction of less than one share, so that the Offeror and TEIJIN will hold all of the shares of theCompany's Stock (excluding treasury shares held by the Company).
The provisions of the Companies Act that protect the rights of the minority shareholders in connection with the
Share Consolidation stipulate that when fractional shares of less than one share are created as a result of the Share
Consolidation, the Company's shareholders (excluding the Offeror, TEIJIN, and the Company) may request theCompany to purchase all fractional shares that they hold at a fair price and that they may file with the court a petition
to determine the price of the shares of the Company's Stock pursuant to Article 182-4 and Article 182-5 of theCompanies Act and other relevant laws and regulations.
As described above, in the Share Consolidation, the number of shares of the Company's Stock held by theCompany's shareholders who did not tender their shares in the Tender Offer (excluding the Offeror, TEIJIN, and theCompany) is expected to be fractions of less than one share, and therefore, the Company's shareholders who opposeto the Share Consolidation (excluding the Offeror, TEIJIN, and the Company) may file the above petition. If such
petition is filed, the purchase price of the shares of the Company's Stock will ultimately be determined by the court.
In respect of the Restricted Stock, the allotment agreement for the Restricted Stock provides that if, during thetransfer restriction period, the consolidation of shares (limited to cases where such consolidation of shares results inthe allotee of the Restricted Stock holding only a fraction of less than one share of the Restricted Stock) is conducted,
the Company shall acquire, without consideration, on the business day preceding the effective date of suchconsolidation of shares, all of the Restricted Stock for which the restriction on transfer has not been lifted as of thesame day. However, the Company plans to execute the Amendment Agreement with each holder of the Restricted
Stock and therefore, in the Squeeze-out Procedures, the number of the Restricted Stock corresponding to the service
period will also be subject to the Share Consolidation. In addition, if the Offeror is unable to acquire all of the Stock30

Acquisition Rights in the Tender Offer and the Stock Acquisition Rights remain unexercised, the Offeror plans torequest the Company to acquire the Stock Acquisition Rights, recommend that the Stock Acquisition Right Holders
release the Stock Acquisition Rights, and implement other reasonable procedures necessary to execute theTransaction, or the Offeror plans to implement such procedures, however, the details have not yet been determined
as of today. The Company intends to cooperate if such request is received.
With respect to the above procedures, the method and timing of implementation may change, depending on thesituations such as amendments, effectuation, and interpretation by the authorities of relevant laws and regulations.
Even in such case, the method of finally delivering money to the Company's shareholders who did not tender in theTender Offer (excluding the Offeror, TEIJIN, and the Company) will be adopted, and in such case, the amount ofmoney to be delivered to each such shareholder will be calculated to be equal to the Tender Offer Price multiplied by
the number of the shares of the Company's Stock held by each such shareholder.
The Company will promptly announce the specific procedures and timing of implementation in the above cases assoon as they are determined upon discussion between the Offeror and the Company. The Tender Offer is not asolicitation for the Company's shareholders to vote in favor of the proposals at the Extraordinary Shareholders'Meeting. The shareholders of the Company and Stock Acquisition Right Holders are requested to confirm withprofessionals, such as tax accountants, at their responsibility concerning tax treatment for tendering in the Tender
Offer or in the procedures above.
(6) Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Priceand measures to avoid conflict of interests
As of today, the Offeror does not hold any shares of the Company's Stock or the Stock Acquisition Rights, and theTender Offer does not constitute a transaction by the controlling shareholder. In addition, it is not expected that all ora part of the management of the Company will invest directly or indirectly in the Offeror, and the Transaction,
including the Tender Offer, does not constitute so-called management buyout transaction. However, given that (i) the
Offeror has entered into the Basic Transaction Agreement with TEIJIN, the Company's parent company, in which it
agreed not to tender the Non-Tendered Shares in the Tender Offer and to sell the Non-Tendered Shares in accordancewith the Company's Stock Repurchase after the Share Consolidation takes effect, (ii) the Offeror intends to take theCompany's Stock private, making the Offeror and TEIJIN the sole shareholders of the Company, and (iii) the
Company will implement the Company's Stock Repurchase, in which it will acquire the Non-Tendered Shares, theOfferor and the Company implemented the measures below to ensure fairness of the Tender Offer, to eliminate
arbitrariness in decision-making concerning the Transaction, and to ensure fairness, transparency, and objectivenessin the decision-making process, and to avoid doubts of conflicts of interest.
As described in "(2) Outline of the Tender Offer" above, TEIJIN, the Company's parent company, holds 31,
760,000 shares of the Company's Stock (shareholding ratio: 57.65%), and the Offeror believes that setting a minimum
number of tendered shares to be purchased by the so-called "Majority of Minority" in the Tender Offer would
destabilize the consummation of the Tender Offer, which in turn might not serve the interests of minority shareholders
who wish to tender in the Tender Offer, and therefore, it will not set a minimum number of tendered shares to bepurchased by the so-called "Majority of Minority" in the Tender Offer. However, the Offeror believes that due
consideration was given to the interests of the Company's minority shareholders, given that the measures below havebeen taken.
In addition, among the descriptions below, the descriptions of the measures implemented by the Offeror are based31

on the explanation received from the Company.
(I) Implementation of bidding procedures
According to the explanation of TEIJIN, as described in "(III) Decision-making process leading to and grounds
for the opinion in favor of the Tender Offer by the Company" under "(2) Basis of, and reasons for the opinion on theTender Offer" above, TEIJIN, through Nomura Securities, commenced the First Bidding Process targeting multiple
candidates including Blackstone in late February 2024, after approaching multiple candidates to participate in thebidding process. In late March 2024, TEIJIN received letters of intent from multiple candidates including Blackstone.
TEIJIN carefully considered the contents of such letters of intent and selected multiple candidates to be approachedto participate in the Second Bidding Process. Subsequently, TEIJIN commenced the Second Bidding Process in lateMarch 2024, and after due diligence regarding the Company was performed by multiple candidates, in late May 2024,
TEIJIN received final proposals from multiple candidates, and discussed the contents of the proposals with multiple
candidates. As a result of comprehensive consideration of the contents of the proposals and the discussions, TEIJIN
came to the conclusion that Blackstone would be the optimum buyer. With respect to the Tender Offer Price, nocandidate presented more favorable terms for the Company's shareholders compared to the terms presented byBlackstone.
(II) Procurement of a share valuation report from an independent third-party valuator retained by the Company
In expressing the Company’s opinion regarding the Tender Offer, in order to ensure the fairness of the decisionmaking process of the Company regarding the Tender Offer Price presented by the Offeror, the Company requested
BAP, a financial advisor and third-party valuator independent of the Tender Offer Related Parties, to conduct thecalculation of the share value of the Company's Stock and accompanying financial analysis, and obtained the Share
Valuation Report (BAP).
BAP is not a related party of the Tender Offer Related Parties, and does not have any material interest in relation
to the Transaction, including the Tender Offer. Further, although the remuneration to BAP includes a part of acontingency fee to be paid on the condition that the Transaction is publicly announced, etc., it is not a contingency
fee for the content of the opinion expressed and the consummation or failure of the Transaction. The Company
determined that, taking into account the general practice in similar transactions and the appropriateness of the
remuneration system that imposes a certain amount of the financial burden on the Company if the Transaction is notconsummated, the inclusion of such renumeration does not mean that BAP is considered to have material interest
that differs from the minority shareholders with respect to the consummation or failure of the Transaction, and does
not negate BAP's independence.
In addition, as there are no issues with the independence and expertise of BAP, the Special Committee, after
approving BAP as the third-party valuator of the Company, confirmed that the Special Committee may also receive
professional advice from BAP as necessary. For the overview of the Share Valuation Report (BAP), please refer to"(I) Procurement of a share valuation report from an independent third-party valuator retained by the Company"
under "(3) Matters concerning calculation" above.
In addition, in expressing the Company’s opinion regarding the Tender Offer, in order to exercise further caution
with regard to ensuring the fairness of the decision-making process of the Company regarding the Tender Offer Pricepresented by the Offeror, the Company requested PwC, a third-party calculation agent independent of the Tender
Offer Related Parties, to conduct the calculation of the share value of the Company's Stock and accompanying

32

financial analysis, and obtained the Share Valuation Report (PwC) dated June 17, 2024.
PwC is not a related party of the Tender Offer Related Parties, and does not have any material interest between the
Company, the Offeror, and TEIJIN in relation to the Transaction, including the Tender Offer. In addition, theremuneration to PwC for the Transaction does not include a contingency fee to be paid on the condition of theconsummation or failure, etc. of the Transaction. For the overview of the Share Valuation Report (PwC), please referto "(I) Procurement of a share valuation report from an independent third-party valuator retained by the Company"
under "(3) Matters concerning calculation" above.
(III) Procurement of advice from an independent law firm by the Company
The Company appointed TMI Associates as its legal advisor independent of the Tender Offer Related Parties inorder to ensure the fairness and appropriateness of the decision-making process of the Company's board of directors
regarding the Transaction, including the Tender Offer, and has received legal advice regarding the method and processof decision-making of the Company's board of directors regarding the Transaction, including the Tender Offer, andother points to be noted in connection with decision-making regarding the Transaction. TMI Associates is not a
related party of the Tender Offer Related Parties and has no material interest in connection with the Transaction. With
respect to the renumeration to TMI Associates, it is only paid an hourly fee regardless of whether the Transaction isconsummated, and its fee does not include a contingency fee conditioned on the announcement or consummation of
the Transaction. In addition, as there are no issues with the independence and expertise of TMI Associates, the Special
Committee, after approving TMI Associates as the Company's legal advisor, confirmed that the Special Committee
may also receive professional advice from TMI Associates as necessary.
(IV) Establishment of independent special committee at the Company and procurement of written report(i) Background of establishment
In mid-January 2024, the Company was notified by TEIJIN to the effect that the Bidding Process was commenced.
Subsequently, since it was expected that the Company will receive a proposal including a proposal to take theCompany's Stock private from the Candidates, based on the Guidelines for Corporate Takeovers, and from theperspective of conducting sincere consideration while ensuring the fairness and transparency of the consideration
process, the Company determined that it should consider (i) not only the proposal to take the Company's Stockprivate, but also (ii) the Corporate Value Enhancement Measures and (iii) the Self TOB Scheme, and, based on the
resolution at the board of directors meeting held on February 28, 2024, the Company established the Special
Committee consisting of the following three members (the members of the Special Committee have not beenchanged since its establishment): Mr. Kazuhiko Fujita (the Company's outside director); Mr. Kazuhiko Tsuda (theCompany's outside director); and Ms. Kiyo Morikawa (the Company's outside auditor). The Company consulted
with the Special Committee (a) with regard to making a proposal or recommendation to the board of directors on(i) the proposal to take the Company's Stock private, (ii) the Corporate Value Enhancement Measures, or (iii) the
Self TOB Scheme, whichever is desirable, after comparing and considering which action would be desirable fromthe viewpoint of ensuring or enhancing corporate value and thus the common interests of shareholders (the “Items
for Advice (1)”), (b) in the case it is determined in (a) that the proposal to take the Company's Stock private is themost desirable, with regard to making a proposal or recommendation to the board of directors on whether theCompany's board of directors should approve the proposal to take the Company's Stock private, after consideringfrom the viewpoint as to whether the proposal ensures or enhances the corporate value of the Company and thus

33the common interests of shareholders (including (I) the reasonableness of the purpose of the proposal to take theCompany's Stock private, (II) the appropriateness of the terms and conditions of the proposal to take the Company's
Stock private, (III) the fairness of the procedures of the proposal to take the Company's Stock private, and (IV)whether or not it would be disadvantageous to minority shareholders for the Company's board of directors to decide
to implement the proposal to take the Company's Stock private in light of the factors in (I) through (III) above andother factors) (the “Items for Advice (2)”), and (c) in the case it is determined in (a) that the Self TOB Scheme is
the most desirable, with regard to making a proposal or recommendation to the board of directors on whether theCompany's board of directors should approve the Self TOB Scheme, after considering from the viewpoint as towhether the proposal ensures or enhances the corporate value of the Company and thus the common interests ofshareholders (including whether or not the acquisition of treasury shares would be disadvantageous to minority
shareholders (including the necessity to issue class shares, the appropriateness of the issuance of class shares, andexecution of a tender agreement with TEIJIN)) (together with the Items for Advice (1) and Items for Advice (2), the"Items for Advice"). Each member of the Special Committee is not a related party of any of the Tender Offer Related
Parties and does not have any material interest in the Transactions including the Tender Offer.
The Company's board of directors has resolved that (I) the utmost respect shall be paid to the Special Committee's
opinions in making a decision on (i) the proposal to take the Company's Stock private, (ii) the Corporate Value
Enhancement Measures, or (iii) the Self TOB Scheme, and (II) in negotiating the terms and conditions for (i) to (iii)with relevant parties such as the Candidates and TEIJIN, the Company shall report to the Special Committee thestatus thereof in a timely manner, and receive the Special Committee's opinions, instructions, and requests inimportant phases.
As for the remuneration of the members of the Special Committee, only a fixed amount of remuneration is paid
regardless of the content of the written report, and no contingency fee conditioned on the consummation, etc. of theTransaction is adopted.
(ii) Background of consideration
The Special Committee met a total of 26 times during the period from March 6, 2024 to June 14, 2024, andcarefully discussed and considered the Items for Advice through deliberations and decision-making, etc. via e-mail,etc. even between each meeting of the Special Committee.
In addition, the Special Committee received legal advice from TMI Associates, a legal advisor to the Company,
regarding measures to ensure the fairness of the Transaction and to avoid conflicts of interest, and other mattersrelating to the Transaction in general, in light of TMI Associates' independence and expertise.
The Special Committee also received explanations from BAP, a financial advisor to the Company, at theCompany's request, and discussed and considered the policy for negotiations with the Offeror, in light of BAP's
independence and expertise.
Further, the Special Committee conducted interviews with the Company, the candidates who participated in the
Bidding Process including Blackstone, and TEIJIN, and held a question-and-answer session, in order to consider
the significance and benefits of each proposal to have the Company's Stock go private, the Corporate Value
Enhancement Measures, and the Self TOB Scheme, and their impact on the Company's businesses.
The Special Committee also received timely reports from the Company on the background and details of
discussions and negotiations regarding the Transaction among the Company, the Offeror and TEIJIN, and discussed
them at meetings of the Special Committee and was substantially involved in the negotiation process with the34

Offeror.
(iii) Details of decision
Based on the above circumstances, the Special Committee, after carefully conducting exhaustive considerations
and discussions on the Items for Advice, submitted the written report (the "Report") containing the following
summary to the Company's board of directors on June 17, 2024, with the unanimous consent of all members.
Ⅰ

Opinions of the Special Committee
1．The Items for Advice (i)As a result of the comparison and consideration of the proposal to have the Company's Stock go private, theCorporate Value Enhancement Measures and the Self TOB Scheme, the implementation of the Transaction ismost desirable for the Company, and contributes to ensuring or enhancing the corporate value of the Company
and thus the common interests of shareholders.
2．The Items for Advice (ii)
(1) The purpose of the Transaction is reasonable;(2) The terms and conditions of the Transaction is appropriate;(3) The procedures for the Transaction are fair; and(4) It cannot be said that it would be disadvantageous to minority shareholders of the Company for theCompany's board of directors to decide to conduct the Transaction in light of the written report to theItems for Advice (i), the factors in (1) through (3) above and other factors.

Ⅱ

Reasons for opinions
1． Reasonableness of the purpose of the Transaction(1) Overview of the purpose of the Transaction
The Special Committee has conducted interviews with the Company, the Offeror and Blackstone withrespect to the specific details of the purpose of the Transaction and the corporate value of the Company
expected to be enhanced by the Transaction as described in "(II) Background and purposes of the Tender Offerand decision-making process leading to the implementation of the Tender Offer by the Offeror, andmanagement policy after the Tender Offer" and "(III) Decision-making process leading to and grounds for theopinion in favor of the Tender Offer by the Company" under "(2) Basis and reasons for opinions on the Tender
Offer."(2) Impact of business separation
The Company, which operates the Digital Entertainment Business and the Business Solution Business in an
integrated manner, has increased its corporate value by leveraging the synergies between the two businesses,
such as utilizing "B to C" know-how and IT human resources, conducting AI-based marketing, building
infrastructure for business expansion, and attracting and exchanging excellent human resources, and that theCompany is concerned that the synergies between the two businesses will be lost due to the separation of the35

two businesses after the Transaction, which will decrease its corporate value.
In this regard, the Offeror's Parent Company and the Company will, based on the discussions andnegotiations between them, execute an agreement concerning the prohibition of business separation, which
includes an undertaking that the Offeror's Parent Company shall not, in principle, conduct a corporate
reorganization act (including, but not limited to, mergers, company splits, business transfers and sharetransfers; the "Divestiture") that will separate the Digital Entertainment Business and Business Solution
Business from the Company Group for a period of two years after the Transaction.
In addition, in the Transition Service Agreement (Reverse TSA) entered into among the Company, theOfferor and TEIJIN regarding the IT services provided by the Company to TEIJIN, the Offeror has agreed inprinciple that it will not engage in the Divestiture for two years after the completion of the Transaction, basedon discussions and negotiations among the three parties, and the Offeror also intends to state in the Tender
Offer Statement that it will not engage in the Divestiture.
Based on the above, there is no specific concern that the implementation of the Transaction will result in abusiness separation that will immediately affect the business of the Company.
(3) Impact of having the Company's Stock go private
Since the Transaction is premised on having the Company's Stock go private, the Special Committee has
also examined whether or not there would be any impact on the Company's corporate value if the Company's
Stock is taken private, including the following points.
・

The Company's mid-term vision is to become a service company and to co-create value, and it is strongly
promoting co-creation with real business operators and co-creation with other business operators tocreate new businesses. It is essential to secure talented human resources that form the basis of this, but
if the Company's Stock is taken private, is there any possibility that this may have an impact on securing
talented human resources, searching for collaborative partners and promoting the business?

・As an IT services and software company, the recruitment and retention of competent human resources isfundamental to the Company's management, and the Company's human resources recruitment andretention strategy is currently working because it is a listed company with a strong performance record.
Is there any possibility that having the Company's Stock go private may have an impact on the
recruitment and retention of human resources?

・

In general, is there any possibility that the transparency of business operations may be impaired
compared to a listed company, which may affect the relationship with existing business partners?

With respect to this, the Offeror does not plan on making any particular changes to the structure of the dayto-day business operations, assuming that the current employees of the Company will continue to be engaged
even after the implementation of the Transaction. The Offeror believes it is possible to fully assist the securingof human resources by the Company by leveraging Blackstone's achievements and know-how, and plans to
implement measures for the retention and keeping motivation of the Company Group's human resources.
Furthermore, the Offeror is expected to seek subcontract system engineering services to collaborate with,reinforce the recruitment of project manager-level personnel by utilizing stock options, and utilize offshoring,etc. in order to stably secure engineering resources in the IT services industry where companies are competingfor talented personnel. Furthermore, in the relationship with the Company's business partners, the Company
can minimize the impact of having the Company's Stock go private on the its relationships with its business36

partners by providing them with thorough explanations, and such impact can also be expected to be minimizedby thorough explanations provided by the Offeror.
In addition, Blackstone has indicated that it expects the re-listing of the Company as a method of exit after
the end of the period of investments in the Company, which also takes into account to a certain extent concerns
about having the Company's Stock go private.
Based on the above, it cannot be said that having the Company's Stock go private through the Transaction
will have a material adverse effect on the Company's business.
(4) Financial burdens from LBO loans
Blackstone intends to procure the funds necessary for the Transaction through equity contributions andborrowings, it expected to use approximately 40 billion yen in cash and deposits held by the Company, in
addition to approximately 155 billion yen in equity contributions and approximately 80 billion yen inborrowings.
In accordance with such expectation, there is a need to examine the regular repayments or liquidity on hand,
and the Company has approached TEIJIN regarding the reduction of the Target's Stock Repurchase Price, but
received TEIJIN's response that it cannot accept the proposal.
In addition, following discussions between the Company and Blackstone based on the Company's financing
plan, (i) Blackstone responded with respect to the 80 billion yen in borrowings that it is at a level that ensures
its financial soundness and at a level where there are no problems without any changes from the perspectiveof optimizing capital efficiency. (ii) With regard to liquidity on hand, Blackstone responded that it expects tobe able to increase its commitment line to meet its flexible financing needs, in addition to securing thenecessary cash on hand.
In the course of again reviewing the matter based on the above results, the Company confirmed its financial
plan, and taking into account the circumstances that the ratio of equity contributions to borrowings isappropriate, and an additional investment by Blackstone can be expected in the event of further funding needs,
the Company has concluded that the financial burden of implementing the Transaction will not have a material
adverse effect on the Company's business.
(5) Summary
Based on the factors in (1) through (4) above, the Special Committee has concluded, after careful discussions
and considerations, that the Transaction is deemed to contribute to the enhancement of the Company's
corporate value and the purpose of the Transaction is reasonable.
2． Appropriateness of the terms and conditions of the Transaction(1) Appropriateness of the price(i) Tender Offer Price
The Tender Offer Price is considered appropriate from the following points:
・

The Tender Offer Price is the highest price presented in the Bidding Process for which leaves no doubt
on transparency and fairness.

・

According to the share valuation report obtained by the Company from BAP, a third-party valuator37

independent of the Tender Offeror Related Parties, the per-share value of the Company's Stock ranges
from 2,185 yen to 2,497 yen according to the market price method and from 4,943 yen to 6,200 yen
according to the DCF method. The Tender Offer Price exceeds the upper limit of the calculation results
based on the market price method and the median of the calculation results based on the DCF method.
The Special Committee received explanations on the selection of the valuation method and the basis forthe calculation of the discount rate, etc. with respect to the calculation method, etc. used in the valuationof the share value, and conducted a question-and-answer session and considered the results. As a result,
the Special Committee did not find any unreasonable points in light of general valuation practices.
In addition, with respect to the Company's business plan, which is used as the basis for BAP's calculation
using the DCF method, the Special Committee has also confirmed the method and process of the
preparation thereof (including the fact that no party having an interest in the Transaction was involvedin the preparation of the business plan) and its contents (including that the business plan is not based on
excessively conservative estimates), and it has approved the reasonableness of the business plan.
・In addition, in order to exercise further caution with regard to ensuring the fairness of the decisionmaking process of the Company regarding the Tender Offer Price presented by the Offeror, the Company
obtained a share valuation report from PwC, a third-party valuator independent of the Tender Offer
Related Parties. According to the share valuation report obtained from PwC, the per share value of theCompany's Stock ranges from 2,185 yen to 2,526 yen according to the market price method (i), from2,993 yen to 5,740 yen according to the market price method (ii) and from 4,856 yen to 5,708 yen
according to the DCF method, and the Tender Offer Price by the Offeror exceeds the upper limit of thecalculation results based on the market price method (i), the market price method (ii) and the DCF
method.
The Special Committee did not find any unreasonable points in the calculation method, etc. used by PwC
to value the shares in light of general valuation practices.
In addition, with respect to the Company's business plan, which is used as the basis for PwC's calculation
using the DCF method, the Special Committee has also confirmed the method and process of the
preparation thereof (including the fact that no party having an interest in the Transaction was involvedin the preparation of the business plan) and its contents (including that the business plan is not based on
excessively conservative estimates), and it has approved the reasonableness of the business plan.

・In addition, the Tender Offer Price (6,060 yen) represents a premium of 177.35% (rounded to the second
decimal place) on the closing price of 2,185 yen of the Company's Stock on the Prime Market of the
TSE as of March 8, 2024, where it is considered that the market price of the Company's Stock was notaffected by speculative report by Mergermarket (after the close of the market on March 8, 2024)
regarding TEIJIN's sale of the Company's Stock, and thus the Tender Offer Price is considered to include
a considerable premium compared to recent similar cases (of the cases announced on or after June 28,
2019, which is the release date of the "Fair M&A Guidelines - Enhancing Corporate Value and Securing
Shareholders' Interests" by the Ministry of Economy, Trade and Industry, and closed before June 14,2024, the mean of the premiums in 91 cases which aimed at taking listed company in Japan private is
49.9% on the closing price on the business day preceding the date of the announcement, 52.7% on the
average closing price for the past one month up to the date of announcement, 55.0% on the averageclosing price for the past three months up to the date of announcement, and 56.6% on the average closing

38

price for the past six months up to the date of announcement).
Furthermore, the Tender Offer Price (6,060 yen) exceeds 4,455 yen, the highest price of the Company's・

Stock since the Company's listing to the reference date.
(ii) Stock Acquisition Right Purchase Price
Since all of the Stock Acquisition Rights have been granted to the directors and executive officers of theCompany as stock options and the condition for the exercise of the Stock Acquisition Rights is that the Stock
Acquisition Rights may be exercised only during a period of 5 years (for FY 2013 Stock Acquisition Rights
to FY 2018 Stock Acquisition Rights) or 10 years (for FY 2019 Stock Acquisition Rights to FY 2020 Stock
Acquisition Rights) from the day following the date on which they lost all of the positions of director or
executive officer of the Company, subsidiaries of the Company, or affiliates of the Company, it is understoodthat the Offeror is unable to exercise the Stock Acquisition Rights even if it acquires them, and thus it isreasonable to set the Stock Acquisition Right Purchase Price at 1 yen for each of the Stock Acquisition Rights.
(2) Consideration to be delivered in procedures after the Tender Offer
If the Offeror is unable to acquire all of the Company's Stock (including the Restricted Stock and theCompany's Stock to be issued upon exercise of the Stock Acquisition Rights, but excluding the treasury shares
held by the Company and the Company's Stock held by TEIJIN) and the Stock Acquisition Rights through theTender Offer, it plans to conduct the Squeeze-Out Procedures, and minority shareholders who did not tendertheir shares in the Tender Offer will ultimately receive cash in the Squeeze-Out Procedures. The amount ofmoney to be delivered under the Squeeze-Out Procedures will be calculated to be the same as the Tender Offer
Price multiplied by the number of the Company's Stock held by such shareholders, and this fact will be clearlystated in the press release, etc. regarding the Tender Offer.
The Company plans to conduct the Company's Stock Repurchase after the completion of the Squeeze-Out
Procedures, and the after-tax proceeds to be received by TEIJIN when it tenders its shares in the Tender Offer
is to be set at an amount almost equivalent to the amount of after-tax proceeds when TEIJIN accepts thepurchase price of the Company's Stock Repurchase, taking into account that a provision on the exclusion of
deemed dividends from gross profits set forth in the Corporation Tax Act is likely to be applied to TEIJIN on
Company's Stock Repurchase, and this fact will be clearly stated in the press release, etc. regarding the Tender
Offer.
According to the terms and conditions set forth above, TEIJIN is expected to receive substantially the same
benefits from the Transaction as the minority shareholders of the Company (i.e., TEIJIN alone will not receive
relatively larger benefits from the Transaction than the minority shareholders of the Company), and therefore,
the Transaction as a whole is considered to be a reasonable scheme designed to secure the interests of theminority shareholders of the Company.
(3) Summary
Based on the above points, the Special Committee has concluded, after careful discussions andconsiderations, that the terms and conditions of the Transaction including the Tender Offer Price are reasonable.
3. Fairness of the procedures for the Transaction(1) Implementation of the Bidding Process

39

The Transaction will be conducted by the Offeror, which was selected following TEIJIN's comprehensive
consideration of the proposals and discussions after the receipt by TEIJIN in the Bidding Process of the
proposals to have the Company's Stock go private from the candidates who participated in the Bidding Process(the "Candidate(s)") and discussions with several Candidates regarding the content of their proposals. In
addition, since there were no Candidates offering terms more favorable to the minority shareholders of theCompany than those offered by the Offeror in the Bidding Process, no circumstances have been identified thatcall into question the transparency or fairness of the Bidding Process.
Given the foregoing, it can be concluded that the market check is functioning properly.
(2) Establishment of the Special Committee
The Company established the Special Committee as soon as the Company was informed by TEIJIN that it
had commenced the Bidding Process. In addition, the Company has resolved to respect the recommendationsof the Special Committee to the greatest extent possible after the Special Committee has been given theauthority to appoint advisors. Also, there are no issues with the Special Committee's independence, its
composition in terms of expertise and attributes, its advisors, or its internal review system.
(3) Method of consideration by the Company
In considering the Transaction, the Company has carefully reviewed and discussed the appropriateness ofthe terms and conditions of the Transaction and the fairness of a series of procedures for the Transaction fromthe viewpoint of enhancing the corporate value of the Company and thus the common interests of its
shareholders, while obtaining advice and opinions from BAP, a financial advisor and a third-party valuator,
and TMI Associates, a legal advisor, both of which are independent of the Tender Offer Related Parties.
The Special Committee has confirmed that there is no question as to the independence and expertise of TMI
Associates and BAP, and has approved them to act as a legal advisor or a financial adviser and a third-party
valuator of the Company. It has also been confirmed that the Special Committee may seek, and has sought,
professional advice and opinions from TMI Associates and BAP as appropriate.
(4) Establishment of an independent review system in the Company
With a view to eliminating structural conflicts of interest, the Company has established a system within the
Company to review, negotiate, and make decisions with respect to the Transaction in a position independentof the Tender Offer Related Parties.
(5) No involvement of parties with a special interest in the negotiation and decision-making processes for theTransaction
None of the directors who are reviewing and negotiating the Transaction from the standpoint of theCompany includes any person with a special interest in the Transaction nor are there any facts that would cause
any person to presume that TEIJIN, the Candidates, or any other person with a special interest in theTransaction has improperly influenced the Company in the course of the discussion, consideration, andnegotiation of the Transaction.
From the viewpoint of avoiding any suspicion of conflict of interest and ensuring the fairness of theTransaction, Mr. Naohiko Moriyama, a director of the Company who concurrently serves as a director and40

senior managing executive officer of TEIJIN, and Mr. Akio Nakaishi, an auditor of the Company who
concurrently serves as an auditor of TEIJIN, did not participate in any deliberations concerning theconsideration of the Transaction at any meeting of the board of directors of the Company, nor did they
participate in the consideration of the Transaction from the standpoint of the Company or in any discussions
and negotiations concerning the Transaction with the Offeror and TEIJIN. In addition, among the officers of
the Company, Mr. Norihiro Takehara, Chairman, Mr. Jun Kuroda, President and CEO, and Mr. Mototaka Kuboi,
Director and CSRO, are expected to execute the Amendment Agreement, in relation to the Restricted Stock.
Therefore, from the viewpoint of avoiding any suspicion of conflict of interest and ensuring the fairness of theTransaction, they have not participated in any deliberations concerning the Transaction, etc. at the Company's
board of directors meeting, nor have they participated in any discussions or negotiations with the Offeror and
TEIJIN concerning the Transaction, etc. from the standpoint of the Company since the possibility to enter into
the Amendment Agreement arose.
(6) Implementation of other measures to ensure fairness of the Transaction(i) Majority-of-minority condition
A so-called majority-of-minority condition is not expected to be a condition for the consummation of theTender Offer.
The mere fact that a majority-of-minority condition has not been imposed should not be taken as anindication that necessary measures to ensure fairness have not been taken for the following reasons: if amajority-of-minority condition is imposed, the consummation of the Tender Offer may become uncertain andsuch a condition may not contribute to the interests of the public shareholders who wish to tender their sharesin the Tender Offer; and, in the Tender Offer, appropriate measures to ensure fairness have been taken and theinterests of the public shareholders of the Company have been sufficiently taken into account.
(ii) Securing objective conditions to ensure fairness of the Tender Offer
The Offeror intends to set the Tender Offer Period at 30 business days, which is longer than the minimum
period prescribed by laws and regulations (20 business days). It is believed that the Offeror has thereby ensured
that the Company's shareholders and the Stock Acquisition Right Holders will have an opportunity to make anappropriate decision on whether to tender in the Tender Offer, and that persons other than the Offeror (a "Counter
Offeror") have the opportunity to purchase the Company's Stock and Stock Acquisition Rights.
In addition, neither the Offeror nor the Company has entered into any agreement that would restrict any
such Counter Offeror from contacting the Company, including any agreement that contains a transaction
protection clause prohibiting the Company from contacting the Counter Offeror.
By thus providing the opportunity for a counter-purchase, the fairness of the Tender Offer is ensured.
(7) Summary
As a result of the Special Committee's careful discussions and consideration of the Transaction in light of
the foregoing, the Special Committee has concluded that appropriate measures have been taken to ensure thefairness of the Transaction and that the procedures for the Transaction are fair.
4. Comparative review

41

(1) Proposals to have the Company's Stock go private
Although TEIJIN received two proposals from other candidates to have the Company's Stock go private inaddition to the Offeror's Final Offer in the Bidding Process, the Offeror's Final Offer is the most desirable
among the proposals to have the Company's Stock go private from the viewpoint of ensuring or enhancing thecorporate value of the Company and thus the common interests of its shareholders for the following reasons:・In the first place, since TEIJIN selected the Offeror as the final candidate in the Bidding Process, it was
not likely for TEIJIN, the parent company of the Company, to accept the proposals to have the Company's
Stock go private other than the Offeror's Final Offer, and therefore those proposals were not feasible;

・

None of the proposals to have the Company's Stock go private offered a price higher than the Tender
Offer Price for the Company's Stock offered in the Offeror's Final Offer;

・One of the proposals to have the Company's Stock go private, other than the Offeror's Final Offer, which
proposed to separate the Company's Internet business and IT services business after having theCompany's Stock go private failed to eliminate the concerns raised in "(2) Impact of business separation"
under "1. Reasonableness of the purpose of the Transaction;" and・

Although another proposal to have the Company's Stock go private, other than the Offeror's Final Offer,proposed not to separate the Company's Internet business and IT services business for a certain period
after having the Company's Stock go private, it was determined after consideration within the Company
that the measures indicated in the Offeror's Final Offer would better contribute to enhancing the corporate
value of the Company;(2) Self TOB Scheme
Although the Company proposed the Self TOB Scheme to TEIJIN, the Offeror's Final Offer is moredesirable than the Self TOB Scheme from the viewpoint of ensuring or enhancing the corporate value of theCompany and thus the common interests of its shareholders for the following reasons:・

Since TEIJIN attached the highest importance to maximizing the selling price of the Company's Stockheld by it in the Bidding Process, TEIJIN informed the Company that it did not intend to adopt the Self
TOB Scheme because of the large difference between the repurchase price of the Company's Stock in
the Self TOB Scheme and the selling price of the Company's Stock offered in the Offeror's Final Offer,and therefore the Self TOB Scheme was not feasible;

・The advantage of the Self TOB Scheme was that, by maintaining the listing of the Company's Stock,
there would be no impact of having the Company's Stock go private. However, the impact of having theCompany's Stock go private following the Transaction is limited, as described in "(3) Impact of having
the Company's Stock go private" under "1. Reasonableness of the purpose of the Transaction;" and・

As stated above, the Offeror's Final Offer provides the public shareholders with an opportunity to sell
their shares at a higher price, as it offers a higher price and does not set the maximum number of tenderedshares to be purchased.

(3) Corporate Value Enhancement Measures
Although the Special Committee also considered the Corporate Value Enhancement Measures other thanthe Self TOB Scheme on the assumption that the Company's Stock would continue to be listed, the Offeror'sFinal Offer is more desirable than the Corporate Value Enhancement Measures from the viewpoint of ensuring

42

or enhancing the corporate value of the Company and thus the common interests of its shareholders for thefollowing reasons:・

TEIJIN intends to sell the Company's Stock. Since TEIJIN selected the Offeror as the final candidate in
the Bidding Process, TEIJIN had no intention to adopt the Corporate Value Enhancement Measures, andtherefore the Corporate Value Enhancement Measures were not feasible;

・The advantage of the Corporate Value Enhancement Measures was that, by maintaining the listing of theCompany's Stock, there would be no impact of having the Company's Stock go private. However, theimpact of having the Company's Stock go private following the Transaction is limited, as described in"(3) Impact of having the Company's Stock go private" under "1. Reasonableness of the purpose of theTransaction;" and・

As stated above, the Offeror's Final Offer provides the public shareholders with an opportunity to sell
their shares at a reasonable price, as it offers a price within the ranges of the share value calculated byvaluators and does not set the maximum number of tendered shares to be purchased.

(4) Summary
Based on (1) to (3) above, the Offeror's Final Offer is the most desirable among the proposals to have theCompany's Stock go private, the Corporate Value Enhancement Measures, and the Self TOB Scheme, from theviewpoint of ensuring or enhancing the corporate value of the Company and thus the common interests of its
shareholders. In addition, the Transaction will be based on the terms and conditions determined by the Offeror
following the discussions and negotiations among the Offeror, TEIJIN, and the Company after the Offeror was
selected as the final candidate in the Bidding Process. In light of the foregoing, it has been concluded that
conducting the Transaction would be the most desirable for the Company and would ensure or enhance thecorporate value of the Company and thus the common interests of its shareholders.
5. Whether the decision by the Company's board of directors to express its opinion in favor of the Tender Offer
and to recommend the shareholders of the Company that they tender their shares in the Tender Offer, etc., aswell as the decision to conduct the Transaction is disadvantageous to the minority shareholders
The Special Committee has carefully considered 1. through 4. above and other relevant matters, and has
concluded that it would not be disadvantageous to the minority shareholders of the Company for theCompany's board of directors to decide to conduct the Transaction by the Offeror (including to approve theTender Offer and to decide to recommend to the shareholders of the Company that they tender their shares in
the Tender Offer and to leave the decision as to whether to tender the Share Acquisition Rights in the Tender
Offer to the Share Acquisition Right Holders).
(V) Unanimous approval of all disinterested directors of the Company and the opinion of all disinterested auditors of theCompany that they have no objection
Based on the contents of the Share Valuation Report (BAP), the Share Valuation Report (PwC), legal advice
received from TMI Associates, the contents of discussions held between the Offeror and TEIJIN in relation to theTransaction, and other relevant materials, the Company carefully deliberated and considered the purpose of theTransaction and its terms and conditions with the utmost respect to the content of the Report obtained from the Special
Committee. As a result, as described in "(III) Decision-making process leading to and grounds for the opinion in43

favor of the Tender Offer by the Company" under "(2) Basis of, and reasons for the opinion on the Tender Offer"above, on June 18, 2024, the Company's directors who participated in the deliberation and resolution (four of theseven directors in total (which do not include Mr. Naohiko Moriyama who was absent from the meeting), excluding
Mr. Norihiro Takehara, Mr. Jun Kuroda, and Mr. Mototaka Kuboi) unanimously resolved, as the opinion of theCompany, to support the Tender Offer, as well as recommend that the Company's shareholders tender in the Tender
Offer, and to leave the decision on whether or not to tender the Share Acquisition Rights in the Tender Offer to the
Share Acquisition Right Holders.
In addition, the acquisition of the Stock Acquisition Rights by way of transfer is subject to approval of theCompany's board of directors. The Company resolved at the meeting of the board of directors held today tocomprehensively approve the transfer by the Stock Acquisition Right Holders of their Stock Acquisition Rights bytendering them in the Tender Offer on the condition of consummation of the Tender Offer.
Among the eight directors of the Company, as Mr. Naohiko Moriyama concurrently serves as a director and senior
managing executive officer of TEIJIN, from the viewpoint of avoiding any suspicion of conflict of interest between
TEIJIN and the Company's minority shareholders and ensuring the fairness of the Transaction, he did not participate
in any deliberations or resolutions concerning the consideration of the Transaction at the abovementioned board of
directors meeting, nor did he participate in the consideration of the Transaction or any discussions and negotiations
concerning the Transaction with the Offeror and TEIJIN from the standpoint of the Company. In addition, among theeight directors of the Company, Mr. Norihiro Takehara, Mr. Jun Kuroda, and Mr. Mototaka Kuboi plan to enter into
the Amendment Agreement, from the viewpoint of avoiding any suspicion of conflict of interest and ensuring thefairness of the Transaction, they have not participated in any deliberations concerning the Transaction, etc. at theCompany's board of directors, nor have they participated in any discussions or negotiations with the Offeror and
TEIJIN concerning the Transaction, etc. from the standpoint of the Company since the possibility to enter into theAmendment Agreement arose.
Furthermore, among the four auditors of the Company, three auditors of the Company who participated in the
deliberations and resolutions stated that they had no objection. Mr. Akio Nakaishi, an auditor of the Company,
concurrently serves as an auditor of TEIJIN. Therefore, from the viewpoint of avoiding any suspicion of conflict ofinterest and ensuring the fairness of the Transaction, he did not participate in any deliberations concerning theconsideration of the Transaction at the abovementioned board of directors meeting and refrained from expressing his
opinion.
(VI)

Securing objective conditions to ensure fairness of the Tender Offer
The Offeror has set the Tender Offer Period at 30 business days, which is a relatively long period compared to theminimum period prescribed by laws and regulations, which is 20 business days. By setting a relatively long Tender
Offer Period compared to the minimum period prescribed by laws and regulations, the Offeror has ensured that theCompany's shareholders and the Stock Acquisition Right Holders will have an opportunity to make an appropriate
decision on whether to tender in the Tender Offer, and by ensuring that persons other than the Offeror have theopportunity to purchase the Company's Stock and Stock Acquisition Rights, it has taken into consideration that thefairness of the Tender Offer is ensured.

44

4. Material agreements relating to the Tender Offer(1) Basic Transaction Agreement
The Offeror entered into the Basic Transaction Agreement with TEIJIN, the Company's parent company as of June18, 2024.
In the Basic Transaction Agreement, the Offeror and TEIJIN have mainly agreed (i) on the implementation of theTender Offer by the Offeror, (ii) not to tender all of the Company's Stock held by TEIJIN in the Tender Offer, (iii) to
exercise all of their voting rights, as a shareholder in the Company in favor of the proposal to implement the Share
Consolidation at the Extraordinary Shareholders' Meeting and fulfill any and all actions necessary for the SqueezeOut Procedures, and (iii) that TEIJIN will sell all of the Company's Stock held by it in response to the Company's
Stock Repurchase to be carried out by the Company after the Squeeze-Out Procedures take effect.
Furthermore, with regard to (ii) not to tender all of the Company's Stock held by TEIJIN in the Tender Offer, theOfferor and TEIJIN have agreed in the Basic Transaction Agreement as follows in relation to counteroffer from third
parties:(a) In the event that an offer, proposal or public announcement, etc. (which must be made without TEIJIN violating(c) below, collectively referred to as "Counteroffer") is made by a person other than the Offeror for theacquisition of the Company's Stock at the consideration for acquisition equivalent to 5% or more in excess of
the Tender Offer Price after the execution of the Basic Transaction Agreement and before the last day of theTender Offer Period, TEIJIN may request the Offeror to discuss the increase of the Tender Offer Price and theCompany's Stock Repurchase Price up until the noon of the last day of the Tender Offer Period.
(b) (i) if the Offeror fails to lawfully increase the Tender Offer Price to an amount exceeding the amount equivalent
to the consideration for acquisition in the Counteroffer by the earlier of the date on which 5 business days haveelapsed from the date on which the Offeror was requested to have consultation or the business day immediately
preceding the last day of the Tender Offer Period, (the "End Date of Counteroffer Consideration Period"), or(ii) if the Offeror fails to lawfully increase the Company's Stock Repurchase Price such that the total amountof the after-tax proceeds to be paid to TEIJIN pursuant to the Squeeze-Out Procedures and the Company's
Stock Repurchase exceeds the amount equivalent to the consideration for acquisition to be paid to TEIJIN byaccepting the Counteroffer (the after-tax proceeds if the consideration is money) by the End Date ofCounteroffer Consideration Period, or (iii) if TEIJIN reasonably determines that not accepting the Counteroffer
may constitute violation of the duty of care of a good manager of TEIJIN's directors, TEIJIN may decide toaccept the Counteroffer. If TEIJIN decides to accept the Counteroffer in accordance with this paragraph, it
shall promptly notify the Offeror.
(c) until the End Date of Counteroffer Consideration Period, TEIJIN shall not: (i) enter into any agreement withany person other than Offeror in connection with any transaction that substantially conflicts with the Tender
Offer or makes it difficult to consummate the Tender Offer; (ii) provide to any person other than Offeror any
information regarding the Company or any other information in connection with such transaction; (iii) if
TEIJIN or the Company has any undertaking from any third party other than the Offeror, agree to exempt it or
implement such action; or (iv) take any action that conflicts with or makes difficult the implementation of theTender Offer including any offer or solicitation of an offer for such transaction or any discussions or45

negotiations relating to such transaction. Provided, however, that if a person other than the Offeror makes aCounteroffer without TEIJIN violating this paragraph, TEIJIN shall not be precluded from accepting theCounteroffer in accordance with (b), from providing information, having discussions, having negotiations or
making agreements with the person who made the Counteroffer in relation to the Counteroffer, or from taking
any other actions that conflict with or make difficult the implementation of the Tender Offer. However, TEIJIN
shall provide the Offeror the same information as that provided to the person who made the Counteroffer assoon as practically possible to the extent permitted by laws and regulations.
(d) Up until the End Date of Counteroffer Consideration Period, if TEIJIN receives a Counteroffer from a person
other than the Offeror or becomes aware of a Counteroffer, it shall notify the Offeror of that effect and thedetails of the Counteroffer (to the extent that TEIJIN actually owns it and is able to notify it) as soon aspractically possible. Provided, however, that this shall not apply if the details of the Counteroffer are publicly
announced.
(2) Transition Service Agreement (Reverse TSA)The Company entered into a transition service agreement (the "Transition Service Agreement" (Reverse TSA))
with the Offeror and TEIJIN, the Company's parent company, as of June 18, 2024, with regard to the IT services, etc.
provided by the Company to the TEIJIN Group for the purpose of smooth and continuous operation of the TEIJIN
Group
In the Transition Service Agreement (Reverse TSA), the Offeror, the Company, and TEIJIN have mainly agreed
that (i) the Company continues to perform the duties relating to the project of the development, etc. of IT systems for
the TEIJIN Group, (ii) to the Company continues to perform the duties relating to the operation and maintenance of
the IT systems of the TEIJIN Group, (iii) that the Company allows the TEIJIN Group to use certain assets or takes
actions necessary for TEIJIN to use them.
In addition, the Offeror has agreed that the Offeror shall not conduct any Divestiture that will result in the Internet
business or the IT services business of the Company Group being separated from the Company Group nor shall,cause the Company Group to conduct any Divestiture, for a period until 2 years have elapsed from the date on which
the Company has become a wholly-owned subsidiary of the Offeror. (However, this shall not apply in cases where
the Offeror, the Company and TEIJN consider that the corporate value of the Company Group would be materiallydamaged if the Divestiture is not conducted due to a major change in the business environment or other reasons.
(3) Agreement on prohibition, etc. of business splits
The Company entered into a written agreement on the prohibition, etc. of business splits (the "Agreement")
containing the following summary between the Offeror's Parent Company as of June 18, 2024.
(a) The Offeror's Parent Company shall not conduct any Divestiture that will result in the Internet business or the
IT services business of the Company Group being separated from the Company Group (including the Offeror)
nor shall, cause the Company Group to conduct any Divestiture, for a period until 2 years have elapsed fromthe date on which the Company has become a wholly-owned subsidiary of the Offeror. (However, this shallnot apply in cases where the Offeror and the Company reasonably consider that the corporate value of theCompany Group would be materially damaged if the Divestiture is not conducted due to a major change in thebusiness environment or other reasons.

46

(b) The Offeror intends to re-list the Company's Stock on the stock market as a method of exit of all or part of theCompany's Stock after the end of the investment period.
(c) The Offeror's Parent Company represents and warrants that the matters set forth in the letter of intent, etc.
provided by the Offeror to the Company and the Company's Special Committee in connection with theconsideration and discussion of the Transaction are true and accurate, do not contain any false statements, anddo not lack any matters that would be material to the Company's consideration of the Transaction or necessary
to avoid misleading the Company.
(d) In the event of a breach by the Offeror's Parent Company of its representations and warranties under (c) above
or a breach by the Offeror's Parent Company of its obligations hereunder, if the Company incurs any expense,
loss, or damage as a result of such breach, the Offeror's Parent Company shall indemnify the Company forsuch damage, etc.
5. Details of the profit sharing by the Offeror or its specially related parties
Not applicable.
6. Policy on the response to the basic policy concerning control of company
Not applicable.
7. Questions to the Offeror
Not applicable.
8. Request for extension of Tender Offer Period
Not applicable.
9. Future prospects
Please refer to "(II) Background and purposes of the Offeror’s Tender Offer and decision-making process leading to
the implementation of the Tender Offer, and management policy after the Tender Offer" of "(2) Basis of, and reasonsfor the opinion on the Tender Offer", "(4) Possibility of delisting and reason therefor" and "(5) Policies on theorganizational restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")" in "3. Contents ofand grounds and reasons for the opinion concerning the Tender Offer" above.
10. Transactions, etc. with controlling shareholders(1) Applicability of a transaction with controlling shareholders, etc. and compliance with guidelines concerning minority
shareholders protection policy
TEIJIN is the parent company of the Company, holding 31,760,000 shares of the Company (Shareholding Ratio:
57.65%), and since the Offeror has entered into the Basic Transaction Agreement with TEIJIN and the Tender Offer
will be implemented on the assumption that the Offeror will acquire the Company’s Stocks from TEIJIN, the Company
has determined that its expression of opinion regarding the Tender Offer falls under a transaction with controllingshareholders, etc.
In the “Guidelines concerning Minority Shareholders Protection Policy in Conducting Transactions with Controlling47

Shareholders, etc.” of the Corporate Governance Report published on November 28, 2023, it was stated that “the prices
and other terms and conditions of the transaction were determined after deliberation by the board of directors withdiscussion and review taking into account market prices and other factors by a special committee consisting of
independent outside directors, which was established for the purpose of protecting the interests of minority shareholders
and ensuring fairness and impartiality to shareholders, and then submitted to the board of directors”.
In order to ensure that the acquisition of treasury shares from TEIJIN in the Transaction will not be a transaction thatwould disadvantage minority shareholders, the Company has taken measures as stated in “(6) Measures to ensure thefairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures to avoid
conflict of interests” in “3. Details and basis of, and reasons for the opinion on the Tender Offer” above, and therefore
the Company believes that the Company is in compliance with the said guidelines.
(2) Matters concerning measures to ensure the fairness and measures to avoid conflict of interests
Please refer to “(6) Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of theTender Offer Price and measures to avoid conflict of interests” in “3. Details and basis of, and reasons for the opinion
on the Tender Offer” above.
(3) Summary of opinion obtained from a person who has no interest in controlling shareholders regarding the fact thatthe transaction, etc. is not disadvantageous to minority shareholders
As described in “(IV) Establishment of independent special committee at the Company and procurement of written
report” in “(6) Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender
Offer Price and measures to avoid conflict of interests” in “3. Details and basis of, and reasons for the opinion on theTender Offer” above, the Company has obtained from the Special Committee, which is independent of any of the Tender
Offer Related Parties, a written report dated June 17, 2024, to the effect that it would not be disadvantageous to theminority shareholders of the Company for the Company's board of directors to decide on the implementation of theTransaction conducted by the Offeror (including to unanimously resolve to support the Tender Offer, as well as torecommend that the Company's shareholders tender in the Tender Offer, and to leave the decision on whether or not totender the Share Acquisition Rights in the Tender Offer to the Share Acquisition Right Holders).
11. Others(1) Announcement of "Notification Regarding Revision of Dividend Forecast for the Fiscal Year Ending March 31, 2025
(No Dividend) and Abolition of Shareholder Benefit Plan"
The Company resolved at its board of directors meeting held today to revise the interim dividend and year-end
dividend for the fiscal year ending March 2025 announced by the Company on April 25, 2024, and not to pay dividends
with record dates of September 30, 2024 (end of the second quarter) and March 31, 2025 (year-end), as well as toabolish the shareholder benefit plan from the fiscal year ending March 31, 2025, subject to the consummation of theTender Offer.
For details, please refer to the "Notification Regarding Revision of Dividend Forecast for the Fiscal Year Ending
March 31, 2025 (No Dividend) and Abolition of Shareholder Benefit Plan" announced by the Company today.
End(Reference) "Notice Concerning Commencement of Tender Offer for Shares, Etc. of INFOCOM CORPORATION

48

(Securities Code: 4348) by BXJC II Holding KK " dated June 18, 2024

49

June 18, 2024
To whom it may concern:
Company Name:BXJC II Holding KK

Representative:

Atsuhiko
Director

Sakamoto,

Representative

Notice Concerning Commencement of Tender Offer for Shares, Etc. of INFOCOMCORPORATION (Securities Code: 4348)

BXJC II Holding KK (the "Offeror") hereby announces that it has decided today to acquire the Shares, Etc. of
INFOCOM CORPORATION (Securities Code: 4348; the "Target"), which are listed on the Prime Market of the Tokyo
Stock Exchange, Inc. (the "TSE"), through tender offer (the "Tender Offer") pursuant to the Financial Instruments andExchange Act (Act No. 25 of 1948, as amended; the "Act") as described below.

1.

Purposes of the Tender Offer(1)

Outline of the Tender Offer

The Offeror is a joint-stock company established on May 13, 2024 for the principal purpose of holding all of theTarget's Stock listed on the Prime Market of the TSE (including the Target's restricted stock granted to the Target's
directors (other than outside directors) and executive officers as restricted stock-based compensation (the "Restricted
Stock") and the Target's Stock to be issued upon exercise of the Stock Acquisition Rights (as defined in "(II) Stockacquisition rights" of "(2) Class of Shares to be Purchased " of "2. Overview of the Tender Offer"), but excluding treasury
shares held by the Target and the Non-Tendered Shares (as defined below; hereinafter the same)) and the Stock
Acquisition Rights through the Tender Offer, and controlling and managing the Target's business activities. As of today,
all of the issued and outstanding shares of the Offeror are held by BXJC I Holding KK (the "Offeror's Parent Company"),
all of which are indirectly held by funds managed, advised, or operated by Blackstone (as defined below; hereinafter thesame). As of today, Blackstone, the Offeror’s Parent Company, or the Offeror do not hold any share of the Target’s Stockor Stock Acquisition Rights.
Blackstone Inc. (including its affiliates and other affiliated entities, “Blackstone”) was founded in 1985 and is one of
the world's largest alternative investment management company. Blackstone manages assets with total equity of
approximately 165 trillion yen as of May 11, 2024 (Note: 1 U.S. Dollar = 150 yen; hereinafter the same). Blackstone's
investment management business includes private equity funds, real estate funds, hedge fund solutions, credit-related
investments, and closed-end mutual funds. The private equity fund, which is the investor in the Transaction (as defined
below), manages approximately 47 trillion yen globally at 126 portfolio companies (as of December 31, 2023), which
is one of the largest in the world. In addition, the Blackstone's private equity team has offices worldwide, including six(6) Asian and Oceanian bases in Tokyo, Singapore, Mumbai, Shanghai, Sydney, Seoul and these offices are not divided
into regional funds (e.g. North America, Europe, Asia, Japan, etc.), and acting as a single team enables Blackstone tocollaborate closely and globally. Blackstone focuses on companies with high competitiveness, growth potential, and theability to create added value, conducts investment activities with the aim of achieving further growth by flexibly andintensively providing Blackstone's global network and various management resources as needed to the strong foundationof these companies. In Japan, since the opening of our Tokyo office in 2007, Blackstone have invested more than 2
trillion yen in business investment and real estate investment through May 11, 2024. Blackstone has built a track recordin these areas, such as the capital participation to AYUMI Pharmaceutical Corporation in March 2019, the acquisitionof Takeda Consumer Healthcare Company Limited (currently Alinamin Pharmaceutical Co., Ltd.) in March 2021, andthe acquisition of Sony Payment Services Inc. with Sony Bank Inc. in January 2024. In addition, on May 13, 2024,-1-

Blackstone announced that it intended to commence a tender offer for shares of I'rom Group Co., Ltd., a major providerof clinical trial business support, to take the company private.
Blackstone has designated media and IT services sectors, in which the Target operates, as high priority investmentareas. Blackstone has made thematic investments in the media field, focusing on the growth potential of video IP(intellectual property), music IP, and digital content. On Candle Media, a platform for acquiring companies with IP,
which was co-founded by Blackstone and the former executives of Walt Disney, Blackstone operates its businessglobally, and helps to maximize IP value across multiple channels. Furthermore, in the field of IT services, Blackstone
has made more than 10 investments in the Asia-Pacific region, supporting growth of these companies by strengthening
digital solutions through M&As, expanding sales into Blackstone's portfolio, and securing engineering resources
through offshoring.
On June 18, 2024, the Offeror decided to implement the Tender Offer as part of a series of transactions (the"Transaction") for the purpose of having the Target's Stock go private by acquiring all of the Target's Stock (including
the Restricted Stock and the Target's Stock to be issued upon exercise of the Stock Acquisition Rights, but excluding
treasury shares held by the Target and the Non-Tendered Shares) and the Stock Acquisition Rights.
On June 18, 2024, the Offeror entered into a basic transaction agreement (the "Basic Transaction Agreement") withTEIJIN LIMITED ("TEIJIN"), the Target's parent company, in which it agreed not to tender all of the Target's Stockheld by TEIJIN (31,760,000 shares; Shareholding Ratio (Note 1): 57.65%; the "Non-Tendered Shares") in the Tender
Offer and, as described in "(4) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning"two-step acquisition")" below, agreed to sell the Non-Tendered Shares in response to the repurchase of the Target's
Stock with respect to the Non-Tendered Shares (the "Target's Stock Repurchase;" and the price per share (before theShare Consolidation (as defined below)) at which the Target's Stock Repurchase will be made is hereinafter referred toas the "Target's Stock Repurchase Price") expected to be made by the Target after a series of procedures to make theOfferor and TEIJIN the sole shareholders of the Target (the "Squeeze-Out Procedures") following the consummation of
the Tender Offer taking effect. For the details of the Basic Transaction Agreement, see "(I) Basic Transaction Agreement"
under "(6) Material agreements relating to the Tender Offer" below.
(Note 1) "Shareholding Ratio" refers to the ratio (rounded up to the second decimal place; hereinafter the same applies
in the calculation of the Shareholding Ratio) of the number of shares to the number of shares (55,091,718
shares; the "Total Number of Shares after Consideration of Dilutive Shares") obtained by deducting thenumber of treasury shares held by the Target as of March 31, 2024 (2,714,682 shares) from the total number
of issued and outstanding shares as of March 31, 2024 (57,600,000 shares), both as stated in the "Summaryof Consolidated Financial Results for the Year Ended March 31, 2024 (Based on Japanese GAAP)" publishedby the Target on April 25, 2024 (the "Target's Summary Securities Report"), the remainder of which is54,885,318 shares, then adding the number of the Target's Stock (206,400 shares) underlying the total numberof the Stock Acquisition Rights (516 units) (Note 2), remaining as of March 31, 2024 as reported by the Target
on June 14, 2024.
(Note 2) The table below shows the breakdown of the Stock Acquisition Rights (516 units) and the number of theTarget's Stock underlying the Stock Acquisition Rights.
Number as of March 31, 2024
Number of Underlying Target'sName of Stock Acquisition Rights(units)Stock (shares)
FY 2013 Stock Acquisition Rights

53

21,200FY 2014 Stock Acquisition Rights

74

29,600FY 2015 Stock Acquisition Rights

94

37,600FY 2016 Stock Acquisition Rights

76

30,400FY 2017 Stock Acquisition Rights

74

29,600FY 2018 Stock Acquisition Rights

56

22,400-2-

FY 2019 Stock Acquisition Rights

44

17,600FY 2020 Stock Acquisition Rights

45

18,000

Total

516

206,400

The Transaction consists of 4 steps: (i) conduct the Tender Offer; (ii) upon consummation of the Tender Offer, if theOfferor fails to acquire all of the Target's Stock (including the Restricted Stock and the Target's Stock to be issued upon
exercise of the Stock Acquisition Rights, but excluding the treasury shares held by the Target and the Non-Tendered
Shares) during the course of the Tender Offer, make the Offeror and TEIJIN the sole shareholders of the Target throughthe Share Consolidation (as defined in "(4) Policies on the organizational restructuring, etc. after the Tender Offer(matters concerning "two-step acquisition")" below; hereinafter the same) to be made by the Target (iii) for the purposesof securing funds to implement the Target's Stock Repurchase and securing a distributable amount to implement theTarget's Stock Repurchase, cause the Offeror to provide the Target with funds to be appropriated to the consideration for
the Target's Stock Repurchase (the "Funding") and cause the Target to reduce the amounts of stated capital and capitalreserve of the Target ((Note 3); the "Capital Reduction") pursuant to Article 447, Paragraph 1 and Article 448, Paragraph
1 of the Companies Act (Act No. 86 of 2005, as amended; the "Companies Act"); and (iv) cause the Target to implement
the Target's Stock Repurchase conditional upon consummation of the Tender Offer and the Share Consolidation taking
effect. Ultimately, the Transaction intends to cause the Offeror to make the Target its wholly-owned subsidiary. For thedetails of the Share Consolidation, see "(4) Policies on the organizational restructuring, etc. after the Tender Offer(matters concerning "two-step acquisition")" below.
(Note 3) Upon the Capital Reduction, the amounts of stated capital and capital reserve of the Target will be reduced
and transferred to other capital surplus or other retained earnings.
In the Tender Offer, the minimum number of tendered shares to be purchased has been set at 5,036,700 shares(Shareholding Ratio: 9.14%), and if the total number of the shares, etc. Tendered in the Tender Offer (the “Tendered
Shares”) is less than the minimum number of tendered shares to be purchased (5,036,700 shares), the Offeror willpurchase none of the Tendered Shares. Meanwhile, with the intention of acquiring all of the Target’s Stock (including
the Restricted Stock and the Target’s Stock to be issued upon exercise of the Stock Acquisition Rights, but excluding
treasury shares held by the Target and the Non-Tendered Shares) and the Stock Acquisition Rights in the Tender Offerand having the Target’s Stock go private, the Offeror has not set the maximum number of tendered shares to be purchasedin the Tender Offer, and if the total number of the Tendered Shares is no less than the minimum number of tenderedshares to be purchased (5,036,700 shares), the Offeror will purchase all of the Tendered Shares. The minimum numberof tendered shares to be purchased (5,036,700 shares) has been set at the number of shares (5,036,700 shares) obtainedby deducting the number of treasury shares held by the Target as of March 31, 2024 (2,714,682 shares) from the total
number of issued and outstanding shares of the Target as of March 31, 2024 (57,600,000) shares, both as stated in theTarget’s Summary Securities Report, the remainder of which is 54,885,318 shares, then multiplied by two-thirds (2/3)
with fractions less than 1 unit (100 shares) being rounded up, the product of which is 36,590,300 shares, then added by
the number of the Target's Stock (206,400 shares) underlying the Stock Acquisition Rights remaining as of March 31,
2024 (516 units) as reported by the Target on June 14, 2024, the sum of which is 36,796,700 shares, and then deducting
the number of the Non-Tendered Shares (31,760,000 shares) from such sum. While the Transaction is intended to havethe Target’s Stock go private, such minimum number of tendered shares to be purchased (5,036,700 shares) has been set
so that, given that the Stock Acquisition Rights have been granted to the directors and executive officers of the Target as
stock options and one of the conditions for the exercise of the Stock Acquisition Rights is that the Stock Acquisition
Rights may be exercised only during a period of 5 years (for FY 2013 Stock Acquisition Rights to FY 2018 Stock
Acquisition Rights) or 10 years (for FY 2019 Stock Acquisition Rights to FY 2020 Stock Acquisition Rights) from the
day following the date on which they lost all of the positions of director or executive officer of the Target, subsidiariesof the Target, or affiliates of the Target, while even if the Tendered Shares include the Stock Acquisition Rights and theOfferor is to acquire such Stock Acquisition Rights through the Tender Offer (the “Acquisition of Stock Acquisition
Rights”), it is necessary to avoid the situation where the Offeror is unable to exercise such Stock Acquisition Rights and-3-acquire the Target’s Stock, resulting in the Offeror being unable to secure the voting rights of the Target’s Stock withrespect to the Stock Acquisition Rights acquired after the consummation of the Tender Offer and to secure two-thirds(2/3) or more of the total number of voting rights of all shareholders of the Target, and because a special resolution of
the shareholders meeting as provided in Article 309, Paragraph 2 of the Companies Act is a requirement for
implementing the Share Consolidation, even if the Acquisition of Share Acquisition Rights is to be implemented, theOfferor and TEIJIN will ensure the ownership of two-thirds (2/3) or more of the total number of voting rights of theTarget’s shareholders.
In addition, the Offeror intends to fund the settlement of the Tender Offer by receiving a provision of up to
142,000,000,000 yen in funds from the Offeror’s Parent Company (the “Parent’s Contribution”) upon consummation of
the Tender Offer and, subject to the consummation of the Tender Offer, intends to receive the Parent’s Contribution nolater than the business day immediately prior to the settlement commencement date of the Tender Offer.
If, upon consummation of the Tender Offer, the Offeror is unable to acquire all of the Target’s Stock (including the
Restricted Stock and the Target’s Stock to be issued upon exercise of the Stock Acquisition Rights, but excluding thetreasury shares held by the Target and the Non-Tendered Shares) through the Tender Offer, the Offeror will, after
consummation of the Tender Offer, request the Target to implement the Squeeze-Out Procedures.
In addition, it is intended that after the Squeeze-Out Procedures, the Target’s Stock Repurchase will be implemented
with respect to the Non-Tendered Shares and the Offeror will be made the sole shareholder of the Target. Consideringthat a provision on the exclusion of deemed dividends from gross profits set forth in the Corporation Tax Act (Act No.
34 of 1965, as amended) is likely to be applied to TEIJIN on the Target’s Stock Repurchase, both the maximization of
the purchase price per share of the Target’s Stock in the Tender Offer (the "Tender Offer Price") and the fairness amongshareholders can be achieved by increasing the allocation to minority shareholders of the Target, the Offeror has decided
to implement the Target's Stock Repurchase. Based on discussions and negotiations with the Target and TEIJIN, theOfferor has made a calculation, so that (i) the after-tax amount of proceeds to be received by TEIJIN when the Target's
Stock Repurchase is implemented is almost equivalent to (ii) the after-tax amount that would be obtained when TEIJIN
accepts the Tender Offer. As a result, the Offeror has determined to set the Tender Offer Price at 6,060 yen per share andthe Target's Stock Repurchase Price at 4,231 yen per share.

-4-The following is a rough illustration of the structure of the Transaction.
<Illustration of the Structure of the Transaction>
Ⅰ. Current situation (as of June 18, 2024)•

As of today, TEIJIN holds 31,760,000 shares of the Target's Stock (Shareholding Ratio: 57.65%) and othergeneral shareholders hold 23,125,318 shares of the Target's Stock (Shareholding Ratio: 41.98%) and 516 unitsof the Stock Acquisition Rights (the number of the Target's Stock underlying the Stock Acquisition Rights:
206,400 shares (Shareholding Ratio: 0.37%)).

TEIJIN

Generalshareholders

57.65％

42.35％

TargetII. Tender offer and procurement of funds for the settlement thereof by the Offeror (before early August 2024)•

The Offeror will carry out the Tender Offer for all of the Target's Stock and the Stock Acquisition Rights except
for the Non-Tendered Shares and the treasury shares held by the Target.

•

The Offeror plans to settle the Tender Offer with the funds procured through the Parent's Contribution.

Blackstone

Offeror's
Parent Company

Generalshareholders

TEIJIN

Offeror
Tender offer for atleast 9.14%

TargetAfter tender offer, the Offeror and
TEIJIN together own at least 2/3-5-

III. Squeeze-out using share consolidation (before early October 2024)•

If, following the consummation of the Tender Offer, the Offeror fails to acquire all of the Target's Stock (including
the Restricted Stock and the Target's Stock issued upon exercise of the Stock Acquisition Rights but not including
the treasury shares held by the Target and Non-Tendered Shares), the Offeror is to request the Target to make theOfferor and TEIJIN the sole shareholders of the Target by carrying out the Share Consolidation.

•

The Share Consolidation is expected to take effect after the approval at the Extraordinary Shareholders' Meeting(as defined in "(4) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning"two-step acquisition")" below) to be held after the consummation of the Tender Offer.

•

In respect of the Restricted Stock, the allotment agreement for the Restricted Stock provides that if, during thetransfer restriction period, the consolidation of shares (limited to cases where such consolidation of shares resultsin the allotee of the Restricted Stock holding only a fraction of less than one share of the Restricted Stock) is
conducted, the Target shall acquire, without consideration, on the business day immediately preceding theeffective date of such consolidation of shares, all of the Restricted Stock for which the restriction on transfer has
not been lifted as of the same day. Hence, the Target resolved at the meeting of the board of directors held on
June 18, 2024 to enter into an amendment to the allotment agreement (the "Amendment Agreement") with theholders of the Restricted Stock in order for the Share Consolidation to cover the Restricted Stock under which
Amendment Agreement, if, during the transfer restriction period, the consolidation of shares (limited to cases
where such consolidation of shares results in the allotee of the Restricted Stock holding only a fraction of lessthan one share of the Restricted Stock) is conducted, the Target shall acquire, without consideration, the numberof the Restricted Stock for which the restriction on transfer has not been lifted as of the business day immediately
preceding the effective date of such consolidation of shares in proportion to the service period. Therefore, thenumber of the Restricted Stock in proportion to the service period will be subject to the Share Consolidation.

Blackstone

Offeror's
Parent Company

TEIJIN

Generalshareholders

OfferorExecutesqueeze-out
procedures

TargetIV. Stock repurchase by the Target from TEIJIN, and funding to the Target from the Offeror and capital reduction by theTarget for the purposes of securing funds for stock repurchase and securing the distributable amount for stock
repurchase (before early October 2024)•

In consideration of the amount of cash required for the Target's Stock Repurchase and the level of cash anddeposits owned by the Target and cash and deposits required for its business operation, the Offeror plans to, as-6-the Funding, finance the Target, provide the Target with loans, or undertake corporate bonds of the Target (or any
combination thereof) as funds for the Target's Stock Repurchase, and the Target will appropriate the funds tosome of the payment to be made to TEIJIN upon the Target's Stock Repurchase.
•

The Offeror plans to promptly carry out the Capital Reduction of the Target to secure the distributable amountrequired for the Target's Stock Repurchase.

•

The Offeror expects an extraordinary shareholders' meeting at which a proposal regarding the Capital Reduction,
Funding and the Target's Stock Repurchase is to be resolved will be held (including by way of resolutions inwriting) after the Share Consolidation has taken effect and TEIJIN and the Offeror have become the sole
shareholders of the Target.

•

After the completion of the Tender Offer, the Share Consolidation, the Funding and the Capital Reduction, theTarget will acquire all of the Target's Stock then owned by TEIJIN (Non-Tendered Shares) through the Target's
Stock Repurchase.

Blackstone

Offeror's
Parent Company

TEIJINMay receive dividend of
surplus or borrow funds
from subsidiary in addition
to Funding

OfferorTargetFunding

Blackstone

Offeror's
Parent Company

TEIJIN

OfferorTargetStock repurchase-7-

V. After the Transaction (after early October 2024)•

After the Transaction, the Offeror will hold all of the issued shares in the Target (except for the treasury shares
held by the Target).

Blackstone

Offeror's
Parent Company

Offeror100％

TargetAccording to "Notice Concerning Announcement of Opinion Regarding the Tender Offer for Shares, Etc. of theCompany by BXJC II Holding KK" published by the Target on June 18, 2024 (the "Target's Press Release"), the Target
adopted at its board of directors meeting held on the said date a resolution to the effect that it shall express its opinion infavor of the Tender Offer, and that it shall recommend that its shareholders tender their shares in the Tender Offer andthat it shall leave to the holders of the Stock Acquisition Rights (the "Stock Acquisition Right Holder(s)") the decisionon whether or not to tender in the Tender Offer.
For details on the decision-making process of the board of directors of the Target, see the Target's Press Release and"(V) Unanimous approval of all disinterested directors of the Target and the opinion of all disinterested auditors of theTarget that they have no objection" under "(3) Measures to ensure the fairness of the Tender Offer, such as measures toensure the fairness of the Tender Offer Price and measures to avoid conflict of interests" below.
(2) Background and purposes of the Tender Offer and decision-making process leading to the implementation of the Tender
Offer, and management policy after the Tender Offer
Background and purposes of the Tender Offer and decision-making process leading to the implementation of theTender Offer, and management policy after the Tender Offer are as follows. The below descriptions of the Target are
based on the information released by the Target, the Target's Press Releases, and the explanations received from theTarget.
(I) Business environment surrounding the Target, etc.
The Target was established as Nissho-Iwai Computer Systems Inc. by separating the Information System Divisionof Nissho-Iwai Corporation (currently known as Sojitz Corporation) in February 1983 and incorporating it as a
subsidiary of Nissho-Iwai Corporation with the capital of 50 million yen. It changed the tradename to Nissho-Iwai-8-

Infocom Systems Inc. in June 1987, to Nissho-Iwai Infocom Inc. in April 1999, and to INFOCOM CORPORATION,
the current tradename, in April 2000. After merging with Teijin System Technology, Ltd., a subsidiary of TEIJIN, in
April 2001, the Target registered its stock as an over-the-counter traded stock of the Japan Securities Dealers
Association in March 2002, canceled its over-the-counter registration with the Japan Securities Dealers Associationin December 2004, listed its stock on the JASDAQ Securities Exchange, Inc. (the "JSE"), listed its stock on the
JASDAQ Market of Osaka Securities Exchange, Co., Ltd. (the "OSE") in April 2010 following the merger of the JSE
and the OSE, listed its stock on the JASDAQ Market (Standard) of the OSE in October 2010 following the integrationof the Hercules Market of the OSE, the JASDAQ Market of the OSE, and the NEO Market of the OSE, listed its
stock on the JASDAQ Market (Standard) of the TSE in July 2013 following the integration of the spot markets of the
OSE and the TSE; and changed its listing market to the First Section of the TSE in November 2018, then in April
2022, the Target moved to the Prime Market of the TSE as a result of the reclassification of the TSE markets. As oftoday, the Target is listed on the Prime Market of the TSE.
As of today, Target’s group which consists of the Target and the Target's 12 consolidated subsidiaries (the "Target
Group"), operates electronic comic distribution services for smartphones for general consumers, and operates IT
services such as planning, development, operation, and management of information systems for companies,
pharmaceutical and medical institutions, nursing care providers, the public, and educational and research institutions.
Furthermore, the Target Group has set the corporate philosophy that it "contributes to social innovations throughtechnological advancements," and is practicing integrated group management in accordance with the following 5
management policies: "Reach for higher corporate value through sustainable profit growth," "Management withcompliance as the norm," "Respond quickly to changes in markets and advancements in technology," "Provide
fulfilling work and foster employee talents," and "Contribute to a better society through co-creation and ICT."In the opinion of the Target regarding the business environment surrounding the Target Group, the economic
outlook remained uncertain due to factors such as rising commodity prices while the movement restrictions were
relaxed in the second half of the fiscal 2023 and socioeconomic activities were in the process of normalization despite
the repeated expansion and contraction of COVID-19. The e-book market started to recover due to the reduction of
the impact of pirated websites, but the growth has been moderating due to the stay-home special demand caused by
COVID-19 coming to an end. In the IT-related market, while the cloud market is driving growth, traditional IT
businesses are growing moderately.
Under such circumstances, the Target Group released the details of its 3-year mid-term management plan ("Midterm Management Plan") for the period from the fiscal 2023 to the fiscal 2025 on May 16, 2023. In the Mid-termManagement Plan, under the slogan "United Innovation 'value co-creation and beyond,'" the Target Group regards
those 3 years as a period to realize the evolution to a company group that is required by society, and it is implementing
the growth strategy. The Target Group is steadily implementing the Mid-term Management Plan aiming to become aservice company that provides new value through collaboration between ICT and real business.

(II) Discussions between the Offeror, and the Target and TEIJIN, process of decision-making by the Offeror
Blackstone aims to help companies having high competitiveness, growth potential, and ability to create added value
achieve further growth by flexibly and intensively proving them with the global network and various management
resources of Blackstone's global network, and it exchanged information on new investment opportunities in its
proposal activities aimed at exploring opportunities of investment in companies, including those other than the Target.
As part of the above proposal activities, Blackstone made a preliminary proposal to TEIJIN in January 2024.
-9-Under such circumstance, on February 28, 2024, Blackstone received from Nomura Securities Co., Ltd. ("Nomura
Securities"), TEIJIN's financial advisor, the "Notice Concerning the First Bidding Process" (the "First Process Letter")in connection with transfer of the Target's Stock owned by TEIJIN.
The background of the commencement by TEIJIN of the bidding process to solicit 100% acquisition of the Target's
Stock (the "Bidding Process”) and the background of establishment of the Special Committee (defined in "(III)
Decision-making process leading to and grounds for the opinion in favor of the Tender Offer by the Target" below)
by the Target are descried in "(III) Decision-making process leading to and grounds for the opinion in favor of theTender Offer by the Target" below.
In early March 2024, Blackstone appointed Goldman Sachs Japan Co., Ltd. ("Goldman Sachs Japan") as a financial
advisor that is independent of Blackstone, the Offeror, the Offeror's Parent Company, the Target, and TEIJIN(collectively "Tender Offer Related Parties"), and Anderson Mōri & Tomotsune ("AMT") as a legal advisor that is
independent of the Tender Offer Related Parties, and performed analyses based on public information with regard to
the growth potential and profitability of the Target's Digital Entertainment Business and Business Solution Businessas well as a cooperation plan with Blackstone. As a result, Blackstone concluded that while the Digital Entertainment
Business has led the Target's growth based on a strong electronic comics platform and the Business Solution Businesssupported the Target's business performance as a stable business, both businesses are in a stage where further
investment will be required in the future, and Blackstone can contribute to the Target's business vision over the
medium- to long-term by leveraging Blackstone's global investment experience and network, collaborating withportfolio companies, and sharing best practices.
Based on such discussions, Blackstone decided to participate in the first bidding process for the Transaction (the"First Bidding Process") and submitted to Nomura Securities on March 21, 2024 a letter of intent (the "First Letter ofIntent") regarding its intention to take the Target's Stock private through a tender offer, the purchase price in the Tender
Offer, the outline of the structure, and the outline of the assumed schedule. In the First Letter of Intent, Blackstone
proposed the same structure as the Tender Offer, the Squeeze-Out Procedures, and the Target's Stock Repurchase fromthe viewpoint of maximization of shareholder value and smooth execution of the transaction.
Thereafter, in late March 2024, TEIJIN received letters of intent from several candidates including Blackstone.
TEIJIN carefully examined the content of the letters of intent and selected several candidates that passed the First
Bidding Process. The Target was notified by TEIJIN of the said several candidates and the commencement of thesecond bidding process (the "Second Bidding Process").
Thereafter, on April 1, 2024, Blackstone was notified by Nomura Securities that it was allowed to participate in theSecond Bidding Process and had the opportunity to participate in the Second Bidding Process. For approximately 7
weeks from April 1, 2024 through May 17, 2024, Blackstone conducted further analysis and examination, including
calculation of the corporate value and a cooperation plan after the Transaction, by reviewing the business plan of theTarget, assessing synergies associated with the acquisition of the Target's Stock and disadvantages associated withtaking Target's Stock private, through full-scale due diligence on the Target's business, finance and legal affairs,
interviews with the Target's management team, and interviews with working-level employees.
As a result of such examination, Blackstone submitted to TEIJIN a letter of intent (the "Second Letter of Intent"),
taking into account the results of the due diligence conducted from April 1, 2024 to May 17, 2024, on May 17, 2024
including that (i) the Tender Offer Price shall be 5,570 yen (which reflected a premium of 49.33% (rounded up to 2
decimal places; hereinafter the same in calculation of premiums) over the closing price (3,730 yen) of the Target’s
Stock on the Prime Market of the TSE as of May 16, 2024, which is the business day preceding the date of the proposal,-10-85.54% over the simple average closing price (3,002 yen) (rounded up to the nearest whole yen; hereinafter the samein calculation of simple average closing prices) for the 1 month until such date, 104.40% over the simple averageclosing price (2,725 yen) for the 3 months until such date, and 116.73% over the simple average closing price (2,570
yen) for the 6 months until such date), and (ii) the purchase price per Stock Acquisition Right in the Tender Offer (the"Stock Acquisition Right Purchase Price") shall be 1 yen.
Thereafter, Blackstone negotiated with TEIJIN on the contents of the Basic Transaction Agreement and theTransition Service Agreement (Reverse TSA) (defined in "(II) Transition Service Agreement (Reverse TSA)" in "(6)Material agreements relating to the Tender Offer" below; hereinafter the same) submitted together with the Second
Letter of Intent, and other terms and conditions of the Transaction. Blackstone also continued after May 17, 2024 toexamine the possibility of enhancement of the corporate value of the Target in the medium- to long-term through theTransaction, and made a written proposal to TEIJIN on the 30th day of the same month comprehensively taking into
account such examination and the competitive situation in the Second Bidding Process, to set the Tender Offer Price
at 6,060 yen (which reflected a premium of 33.19% over the closing price (4,550 yen) of the Target's Stock on thePrime Market of the TSE as of May 29, 2024, which is the business day preceding the date of the proposal, 66.58%
over the simple average closing price (3,638 yen) for the 1 month until such date, 102.20% over the simple averageclosing price (2,997 yen) for the 3 months until such date, and 124.78% over the simple average closing price (2,696
yen) for the 6 months until such date).
On the same day, Blackstone was informed by TEIJIN that it had selected Blackstone as a final purchaser candidate
who submitted the best Second Letter of Intent including the tender offer price, and would commence discussions
and examinations towards implementation of the Transaction including the Target's Stock Repurchase, andBlackstone entered into a memorandum of understanding concerning granting of an exclusive negotiation right.
Thereafter, as TEIJIN and the Target accepted the Second Letter of Intent, the Offeror decided on June 18, 2024 tocarry out the Tender Offer, entered into the Basic Transaction Agreement with TEIJIN, and agreed with TEIJIN to set
the Tender Offer Price at 6,060 yen, the purchase price per Stock Acquisition Right at 1 yen, and the Target's Stock
Repurchase Price at 4,231 yen.
The Tender Offer Price of 6,060 yen reflected a premium of 177.35% over the closing price (2,185 yen) of theTarget's Stock on the Prime Market of the TSE as of March 8, 2024, where it is considered that the stock price of theTarget was not affected by the speculative report by Mergermarket (after the closing of the market on March 8, 2024)
concerning sale of the Target's Stock by TEIJIN, 168.50% over the simple average closing price (2,257 yen) for the 1month until such date, 155.27% over the simple average closing price (2,374 yen) for the 3 months until such date,and 142.69% over the simple average closing price (2,497 yen) for the 6 months until such date. Also, the Tender
Offer Price of 6,060 yen reflected a premium of 103.29% over the closing price (2,981 yen) of the Target's Stock on
the Prime Market of the TSE as of May 9, 2024, where it is considered that the stock price of the Target was affectedby the speculative report by Bloomberg (after the closing of the market on May 9, 2024) concerning sale of the Target's
Stock by TEIJIN, 119.17% over the simple average closing price (2,765 yen) for the 1 month until such date, 132.18%
over the simple average closing price (2,610 yen) for the 3 months until such date, and 140.38% over the simple
average closing price (2,521 yen) for the 6 months until such date.
The structure remained unchanged from the First Letter of Intent and the Second Letter of Intent and the samestructure as the Tender Offer, Squeeze-Out Procedures, and the Target's Stock Repurchase was agreed between theOfferor and TEIJIN.

-11-

(III) Decision-making process leading to and grounds for the opinion in favor of the Tender Offer by the Target
In light of the business environment described in "(I) Business environment surrounding the Target, etc.," theTarget has considered measures to maximize its corporate value from the medium- to long-term perspective.
Under such circumstances, in late July 2022, the Target was notified by TEIJIN, the parent company of the Target(number of shares held: 31,760,000 shares, shareholding ratio: 57.65%) concerning the positioning of the Target in
the TEIJIN and its subsidiaries and affiliates ("TEIJIN Group"), that TEIJIN formally commenced to consider keeping
approximately 34% of the Target's Stock on a voting right basis and selling the remaining portion to a third party due
to the need for business portfolio reform. However, in early October 2022, the Target was notified by TEIJIN that
TEIJIN would like to postpone the consideration of selling a portion of the Target's Stock held by TEIJIN for the time
being due to the deterioration of TEIJIN's business performance. As s side note, at that time, the plan that TEIJIN
would keep holding approximately 34% of the Target's Stock on a voting right basis, and transfer the remaining sharesto a third party was unchanged. Thereafter, in mid-September 2023, the Target was notified by TEIJIN that since
TEIJIN was unable to find a synergy to enhance the value of both the Target and TEIJIN in the future despite continued
examination of synergies between TEIJIN and the Target since 2022, TEIJIN intended to sell all of the Target's Stockheld by it to a third party for the market price of the Target's Stock with a certain premium added thereto with the aim
to maximize the sale price due to the need for business portfolio reform. In response, the Target confirmed to TEIJIN
whether the transactions contemplated by TEIJIN, including the sale of the Target's Stock, would involve taking
Target's Stock private, and TEIJIN explained that it expected to conduct the transactions involving taking the Target's
Stock private through a tender offer for the Target's Stock by a third party and a series of subsequent transactions.
Based on such notice and explanation, the Target carefully examined TEIJIN's intention and assumptions, andcommunicated its initial view in late September 2023 to TEIJIN that it could not agree to undertake the discussions
on transactions that would involve taking Target's Stock private at that time as it considered that it should respect
TEIJIN's intention to sell the Target's Stock whereas the Target would need to fully examine the impact of delistingof the Target's Stock on the corporate value of the Target.
Nevertheless, since the Target believed that it should respect TEIJIN's intention to sell all of the Target's Stock as
described above, the Target, in early October 2023, appointed BEYOND ARCH PARTNERS Co., Ltd. ("BAP") as afinancial advisor and a third-party valuator independent of the Tender Offer Related Parties, and TMI Associates as alegal advisor independent of the Tender Offer Related Parties, respectively, to examine various capital policies of theTarget, including consideration of the method of selling the Target's Stock held by TEIJIN, and then commenced
specific consideration, including acquisition of all of the Target's Stock held by TEIJIN by means of stock repurchase.
In addition, in parallel with the implementation of such consideration, the Target also commenced to search forproviders of capital funds as it would need a large amount of funds and distributable amount if it were to acquire allof the Target's Stock held by TEIJIN by means of stock repurchase. In order to fully carry out such consideration andsearch for fund providers, in early October 2023, the Target requested TEIJIN to allow a consideration period of
approximately 1 month in the Target before the commencement of the Bidding Process, and TEIJIN responded that
it would accept the request.
The Target then concluded that it is appropriate to consider its capital policy on the assumption of maintaining thelisting of the Target's Stock, at least at the stage when the Target had not received any specific proposal regarding atender offer, etc. for the Target's Stock by a third party as contemplated by TEIJIN. Also, as a result of interviews withseveral prospective fund providers, the Target received from the prospective fund providers (the "Prospective
Preferred Share Underwriter(s)") an initial proposal in early November 2023 for a scheme in which the Target issues
preferred shares to the Prospective Preferred Share Underwriters in order to secure the funds and distributable amount-12-

of the Target to the level necessary to repurchase all of the Target's Stock held by TEIJIN and then repurchases all of
the Target's Stock held by TEIJIN by way of a self-tender offer (the "Self TOB Scheme"). The Target then proposed
to TEIJIN in early November 2023 the Self TOB Scheme as a means by which TEIJIN would sell all of the Target's
Stock held by it. However, in late November 2023, the Target received a response from TEIJIN that it believed thatthe Bidding Process was desirable from the perspective of the corporate value of the Target and the common interestof shareholders as well as on the ground that it may be difficult for TEIJIN to fulfill its responsibility to theshareholders since, in the case of the Self TOB Scheme, it is highly likely that the tender offer price for the Target's
Stock would be an amount discounted from the market price and that would not satisfy the maximization of the saleprice of the Target's Stock, and that may make the feasibility of the transaction unstable as a counter offer with higher
purchase price may be made after the commencement of the self-tender offer.
However, the Target decided to go through due diligence by the Prospective Preferred Share Underwriters on
business, finance and accounting, tax, and legal affairs from January to February 2024 since it believed at that timethat they should undertake the consideration of the Self TOB Scheme as the Self TOB Scheme was more likely toincrease the corporate value of the Target over the medium- to long-term, and that the Self TOB Scheme was in linewith the TEIJIN's intention in terms of selling of all of the Target's Stock held by TEIJIN.
The Target had continued discussions with TEIJIN on options including the Self TOB Scheme and the Tender Offerin order to maximize the interests of shareholders of both companies. In mid-January 2024, the Target was notified
by TEIJIN that it had decided to commence the Bidding Process and also received an explanation from TEIJIN thatit had received several offers for acquisition of the Target which could be a so-called "bona fide offer" set out in the"Guidelines for Corporate Takeovers" (the "Corporate Takeover Guidelines") released by the Ministry of Economy,
Trade and Industry on August 31, 2023. Accordingly, in early February 2024, the Target responded to TEIJIN that it
would continue careful consideration of how to respond to the Bidding Process by TEIJIN at the board of directors of
the Target while its view remained unchanged that maintaining the listing of the Target's Stock may lead toenhancement of the corporate value of the Target in the medium- to long-term. Since the Target was expected toreceive offers including taking the Target's Stock private from the candidates in the Bidding Process, the Target
determined that, in light of the Corporate Takeover Guidelines and from the viewpoint of sincere consideration while
ensuring the fairness and transparency of the consideration process by the Target, it should consider (i) not only
proposals for taking Target's Stock private, (ii) but also measures to enhance the corporate value of the Target (the"Corporate Value Enhancement Measures") on the assumption of maintaining the listing of the Target's Stock, and(iii) the Self TOB Scheme. Furthermore, when the Target repurchases the Target's Stock from TEIJIN, such repurchaseof the Target's Stock would fall under a transaction with the controlling shareholder as set forth in the Securities Listing
Regulations of the TSE, it is hence necessary to obtain an "opinion on such transaction being not disadvantageous tothe minority shareholders" from a person who does not have any interest in the controlling shareholder. As such, by
the resolution at the board of directors meeting held on February 28, 2024, the Target established a special committee(the "Special Committee," for details of the Special Committee's activities, see "(IV) Establishment of independent
special committee at the Target and procurement of written report from the said committee" in "(3) Measures to ensure
the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures toavoid conflict of interests " below) consisting of Mr. Kazuhiko Fujita (independent outside director), Mr. Kazuhiko
Tsuda (independent outside director), and Ms. Kiyo Morikawa (independent outside auditor) and consulted with theSpecial Committee on the Items for Advice (defined in "(IV) Establishment of independent special committee at theTarget and procurement of written report from the said committee" in "(3) Measures to ensure the fairness of theTender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures to avoid conflict of-13-

interests" below; hereinafter the same). Each member of the Special Committee is not a related party of any of theTender Offer Related Parties and does not have any material interest in the Transaction including the Tender Offer.
Thereafter, the Target was notified by TEIJIN that after it had confirmed to the several candidates their interests
through Nomura Securities and then it would commence the First Bidding Process for a total of 13 companies
consisting of several operating companies and several investment companies including Blackstone in late February
2024. After that, in late March 2024, TEIJIN received letters of intent from several candidates, carefully examined thecontent of the letters of intent, and selected several candidates which passed the First Bidding Process. The Target was
notified by TEIJIN of such several candidates and the commencement of the Second Bidding Process. Thereafter,from late March 2024 to mid-May 2024, the Target went through due diligence on business, finance and accounting,tax, legal affairs, and IT conducted by several candidates.
Furthermore, the Target negotiated with the Prospective Preferred Share Underwriters on the terms and conditions
for the issuance of preferred shares after it went through the due diligence from January to February 2024. The Target
received final legally binding offers (the "Self TOB Scheme Final Offer") from the Prospective Preferred Share
Underwriters in mid-May 2024 and made a legally binding offer regarding the Self TOB Scheme to TEIJIN in late
May 2024.
After that, in late May 2024, the Target was notified by TEIJIN that it had received final offers from several
candidates and that Blackstone had been selected as a final candidate. The Target also received the Blackstone's final
offer (the "Offeror's Final Offer") and final offers of the other candidates. The Target's proposal for the Self TOB
Scheme was not selected from the perspective of maximizing the common interests of the shareholders of both
TEIJIN and the Target, etc., given the large difference between the selling price of the Target's Stock included in theOfferor's Final Offer and the maximum limit set on the number of shares to be purchased.
The Target carefully compared and examined the Offeror’s Final Offer and the Self TOB Scheme Final Offer, andcomprehensively considered them from the perspectives of, for example, the total stock value, the financial soundnessof the Target after the Transaction, the direction of the business strategy after the Transaction including the possibilityof the business split, synergistic effects, treatment of employees. On May 28, 2024, the Target determined that the
Self TOB Scheme would not succeed unless TEIJIN tendered its Target's Stock in the self-tender offer by the Target,
and the feasibility of it was low as TEIJIN had no intention to do so, and that the offer to the Target contained in theOfferor’s Final Offer may be an option to satisfactorily achieve the enhancement of the corporate value of the Target
by leveraging the management support provided by the Offeror to the fullest extent although there would be someissues to be discussed between the Target and the Offeror from the perspective of the financial soundness after theTransaction and the possibility of business split of the Target. The Target thus concluded that it would be desirable toselect the Offeror which made an offer including the highest tender offer price among the prices presented by eachcandidate at that time as a final candidate and to continue discussions on the remaining issues between the Target andthe Offeror. After that, the Target was notified by TEIJIN on May 30, 2024 that it received an offer with the Tender
Offer Price of 6,060 yen as a result of the Offer comprehensively taking into account the competitive situation in theSecond Bidding Process, and that the selection of the Offeror as a final candidate would remain unchanged, and theTarget's conclusion also remained unchanged that it would be desirable to examine and discuss the matters to becontinuously discussed between the Target and the Offeror and the Target decided to continue the discussion withBlackstone.
The Offeror understood that it may be possible to achieve both maximization of the Tender Offer Price and thefairness among shareholders by increasing dividends to the minority shareholders of the Target, taking into account-14-

the fact that the provision for exclusion of deemed dividends from gross profits under the Corporate Tax Act was
expected to apply to TEIJIN in relation to the Target's Stock Repurchase. Based on such understanding, the Offeror
calculated such that (i) the after-tax proceeds of TEIJIN if the Target's Stock Repurchase was carried out would bealmost equal to (ii) the after-tax proceeds to be obtained if TEIJIN accepted the Tender Offer, and as a result of thecalculation, decided to set the Tender Offer Price at 6,060 yen per share and the Target's Stock Repurchase Price at
4,231 yen per share. With respect to the Tender Offer Price, no other candidate presented terms that were morefavorable to the shareholders of the Target than those presented by the Offeror.
Subsequently, the Target identified the following as the issues requiring discussion with Blackstone: (i) the financial
soundness of the Target after the Transaction; (ii) the possibility of a business split of the Target; (iii) the conclusionof the Transition Service Agreement (Reverse TSA) between the Target, the Offeror and TEIJIN regarding thedevelopment, operation and maintenance of IT systems used by the TEIJIN Group and (iv) the handling of the Stock
Acquisition Rights that the Target has issued to its officers and director, and has held discussions with Blackstone and
TEIJIN.
Specifically, with respect to the (i) financial soundness of the Target after the Transaction above, the Target received
an explanation from Blackstone that, although the Target is expected to bear a financial burden as the Target's cash
and deposits held by the Target Group are expected to be used to cover the acquisition costs in the Target's Stock
Repurchase and the Target will, in effect, be responsible for the borrowings under the LBO Loan, there would be no
particular adverse impact on the Target's business operations and that it would be possible to consider additional
investment or other support if necessary. Upon receiving such explanation and after reconsidering the matter, theTarget needed to examine its regular repayment or the liquidity at hand after the Transaction, and requested TEIJIN
to reduce the Target's Stock Repurchase Price. However, the Target received a response from TEIJIN that it could not
accept the request. Subsequently, based on this response, the Target held further discussions, and examined its
financial plan and concluded that the financial burden arising from the implementation of the Transaction would nothave a material adverse impact on the Target's business as the ratio between the contribution by equity and thecontribution by borrowing is itself proper and the Target may expect additional investment from Blackstone whenfurther capital needs arise .
With respect to the (ii) possibility of a business split of the Target above, the Target has entered into an agreement
dated June 18, 2024 with the Offeror's Parent Company on prohibition of business split, etc., containing a provisionthat the separation of the Target's Digital Entertainment Business and Business Solution Business shall not be
implemented, in principle, for a period of two years after the Transaction unless the consent of the Target's
management is obtained (for details, please refer to "(III) Agreement on prohibition, etc. of business splits" in "(6).
Material agreements relating to the Tender Offer" below).
With respect to the (iii) Transition Service Agreement (Reverse TSA) above, because there is a risk that it would
be difficult to maintain the system to provide development, operation and maintenance services for the TEIJIN Group
if the Target's Stock goes private or if the Digital Entertainment Business and the IT service business of the Target are
separated as a result of the implementation of the Transaction, it was necessary to conclude the Transition Service
Agreement (Reverse TSA) which takes such risk into consideration, and the Target, Blackstone and TEIJIN have held
repeated discussions and reached an agreement on the contents of the agreement (for details, please refer to "(II)Transition Service Agreement (Reverse TSA)" in "(6) Material agreements relating to the Tender Offer" below).
With respect to the (iv) Stock Acquisition Rights issued by the Target, the Stock Acquisition Rights of the Target
may be exercised on the condition that the person who is granted them leaves the Target, which is similar to a-15-

retirement allowance scheme. The target and Blackstone discussed several times the risk that the system encourages
employees of the Target to leave the Target as a result of the Transaction, and Blackstone responded that it wasconsidering issuing new stock acquisition rights that are economically at least equivalent to the Stock Acquisition
Rights issued by the Target; hence, it is considered that such risk may be reduced.
Expected disadvantages of taking stock private include those discussed with Blackstone as above and deteriorationof credit in relation to clients in general. However, Blackstone considers that the impact of taking the Target's Stockprivate on the relationships with the Target's clients is limited since the Target has maintained and earned credits fromthe clients through its business activities and the Target considers the same.
In addition, based on the following points, the Target's board of directors has determined that the Tender Offer Priceand other terms and conditions of the Tender Offer are reasonable for the shareholders of the Target and that the Tender
Offer provides a reasonable opportunity for the shareholders of the Target to sell their shares.
(a) The Tender Offer Price is the highest price offered by each of the candidates in the Second Bidding
Process and has been further increased from the price originally offered by the Offeror in the Second Letterof Intent as a result of the Offeror's comprehensive consideration of the competitive conditions in the Second
Bidding Process and other factors.
(b) The Tender Offer Price exceeds the upper limit of the range of the average market share price methodin the calculation results of the share value of the Target's Stock in the share valuation report prepared by
BAP (the "Share Valuation Report (BAP)"), and exceeds the median of the range of the calculation results
based on the discounted cash flow method (the "DCF method").
(c) The Tender Offer Price exceeds the upper limit of the range of the market share price basis method
and the discounted cash flow method (the "DCF") in the calculation results of the share value of the Target's
Stock in the share valuation report prepared by PwC Advisory LLC ("PwC") (the "Share Valuation Report(PwC)").
(d) The Tender Offer Price respectively includes a 177.35% premium on the closing price (2,185 yen)of the Target's Stock on the Prime Market of the TSE as of March 8, 2024 where it is considered that themarket price of the Target's Stock was not affected by the speculative report by Mergermarket (after theclosing of the market on March 8, 2024), a 168.50% premium on the simple average closing price (2,257
yen) for the past one month up to March 8, 2024), a 155.27% premium on the simple average closing price(2,374yen) for the past three months up to March 8, 2024), a 142.69% premium on the simple averageclosing price (2,497 yen) for the past six months up to March 8, 2024, and thus the Tender Offer Price isconsidered to include a considerable premium compared to recent similar cases (of the 91 cases that wereannounced on and after June 28, 2019 which is the release date of the "Fair M&A Guidelines – Enhancing
Corporate Value and Securing Shareholders' Interests-" by the Ministry of Economy, Trade and Industry,
and closed by June 14, 2024, the average level of the premiums which aimed at taking listed company inJapan private is 49.94% on the closing price on the business day preceding the date of announcement,
52.67% on the simple average closing price for the past one month up to the date of announcement, 54.99%
on the simple average closing price for the past three months up to the date of announcement, and 56.57%
on the simple average closing price for the past six months up to the date of announcement).
(e) Measures to ensure the fairness of the Tender Offer as described in "(3) Measures to ensure thefairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures-16-

to avoid conflict of interests" below, have been taken and the interests of the Target's minority shareholders
are considered to be taken into consideration.
Based on the above, at a meeting of the Target's board of directors held on June 18, 2024, the Target's directors who
participated in the deliberation and resolution (four of the seven directors in total (which do not include Mr. Naohiko
Moriyama who was absent from the meeting), excluding Mr. Norihiro Takehara, Mr. Jun Kuroda, and Mr. Mototaka
Kuboi) unanimously resolved to support the Tender Offer and to recommend that the Target's shareholders tendertheir shares in the Tender Offer. In addition, the Target also resolved to leave to the Stock Acquisition Right Holders
the decision on whether or not to tender in the Tender Offer as the Stock Acquisition Right Purchase Price was set as
1 yen.
For details of the decision-making process leading to the above resolution by the board of directors, please refer to"(V) Unanimous approval of all disinterested directors of the Target and the opinion of all disinterested auditors of theTarget that they have no objection" in "(3) Measures to ensure the fairness of the Tender Offer, such as measures toensure the fairness of the Tender Offer Price and measures to avoid conflict of interests" below.

(IV) Management policy after the Tender Offer
Blackstone aims to help companies having high competitiveness, growth potential, and ability to create added value
achieve further growth by flexibly and intensively proving them with the global network and various management
resources of the Blackstone's global network, and after carrying out the Transaction and taking the Target's Stockprivate, the Offeror plans to provide the Target with Blackstone's accumulated knowledge on enhancement of thevalue of investee companies, networks, funds, etc. and to promote initiatives to maximize the potential value of theTarget's business.
Blackstone understands that the Target's Digital Entertainment Business has driven the growth of the Target basedon its strong electronic comics platform. In terms of profitability, Blackstone understands that the business has
maintained a stable margin in the industry, capitalizing on the strong support and loyalty from women in their 30s andabove in particular. Meanwhile, the competitive environment in the electronic comic market has continued to intensify,
and improvement of lifetime value by further using customer data and differentiation by original and exclusive works
are necessary to achieve medium- to long-term growth. Blackstone plans to leverage the know-how and network of
Candle Media, which is an existing investee of Blackstone, to provide support for accelerating the overseas expansionof Target's contents and the 360-degree monetization of IPs (intellectual property), etc.
In the Target's Business Solution Business, although both sales and profit have remained flat over the past several
years, it has established a positioning with a high market share in all markets including the introduction and sale of
ERP "GRANDIT" and the department system for hospitals such as radiation information systems (RIS). Blackstone
considers that in addition to maximizing sales and profit of the existing business, launching new businesses andcarrying out M&A on a certain scale in order to achieve high growth in the future.
Furthermore, the Offeror does not plan on making any particular changes to the structure of the day-to-day business
operations, assuming that the current employees of the Target will continue to be engaged even after the
implementation of the Transaction. The Offeror plans to implement measures for the retention and keeping motivationof the Target Group's employees.
The Offeror expects that the Target’s management team will continue to play a leading role in the business operation.
-17-

However, it intends to decide on the recruitment of additional management personnel necessary for the growth of its
business in consultation with the Target. In addition, the Offeror intends to dispatch directors from Blackstone andappoint several directors from outside using the network of Blackstone for the purpose of supporting the medium- tolong-term growth of the Target as a shareholder. No other matters have been assumed as of today in relation to theTarget's management structure, management policy, etc. and such matters will be discussed and deliberated between
the Offeror and the Target after the consummation of the Tender Offer.
Blackstone intends to mobilize its domestic and overseas networks and various management support resources tosupport the growth of the Target Group.
Regarding the impact of the Target ceasing to be a subsidiary of TEIJIN after the Transaction, Blackstone has
confirmed through the information disclosed in the Bidding Process and interviews with the Target's executives that
the Target is more independent than TEIJIN, and Blackstone believes that the business operation of the Target will
not be affected after the Transaction. Also, it is possible to fully assist the securing of human resources by the Target(prevention of loss of talent and new recruitment) by leveraging Blackstone's achievements and know-how. It is
important to emphasize the Target's potential for future growth and the degree of discretion granted to individuals in
the hiring process, and Blackstone believes that such a presentation will be more feasible through measures taken
after taking the Target's Stock private.
According to the Offeror, as for the Target's relationship with its business partners, the Offeror believes that theTarget will be able to prevent the deterioration of their confidence after taking the Target's Stock private by carefully
explaining the situation to them. In addition, during the First Bidding Process and the Second Bidding Process andthe subsequent discussions and negotiations, the Offeror received an explanation from the Target that the Target, which
operates the Digital Entertainment Business and the Business Solution Business in an integrated manner, has increased
its corporate value by leveraging the synergies between the two businesses, such as utilizing "B to C" know-how andIT human resources, conducting AI-based marketing, building infrastructure for business expansion, and attracting
and exchanging excellent human resources, and that the Target is concerned that the separation of the two businesses
following the Transaction will result in a loss of the synergies between the two businesses, which will decrease its
corporate value. In view of the foregoing, the Offeror has undertaken that the Target’s Digital Entertainment Businessand Business Solution Business will not be separated without the consent of the Target’s management for a period of
two years after the Transaction, and the Offeror's Parent Company and the Target have entered into an agreement
dated June 18, 2024 concerning the prohibition, etc. of business splits, which includes such an undertaking (details
are set out below under "(III) Agreement on prohibition, etc. of business splits" in "(6) Material agreements relating
to the Tender Offer").
In addition, in the transition service agreement entered into among the Target, the Offeror and TEIJIN regarding
the IT services provided by the Target to TEIJIN (details are set out below under "(II) Transition Service Agreement(Reverse TSA)" in "(6) Material agreements relating to the Tender Offer"), the Offeror has agreed in principle that theTarget's Digital Entertainment Business and Business Solution Business will not be separated for two years, based on
discussions and negotiations among the three parties.
According to the Offeror, Blackstone plans to re-list the Target as an exit method after the end of the period of its
investment in the Target.
(3)

Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer
Price and measures to avoid conflict of interests
As of today, the Offeror does not hold any shares of the Target's Stock or the Stock Acquisition Rights, and the-18-Tender Offer does not constitute a transaction by the controlling shareholder. In addition, it is not expected that all
or a part of the management of the Target will invest directly or indirectly in the Offeror, and the Transaction,
including the Tender Offer, does not constitute so-called management buyout transaction. However, given that (i)the Offeror has entered into the Basic Transaction Agreement with TEIJIN, the Target's parent company, in which
it agreed not to tender the Non-Tendered Shares in the Tender Offer and to sell the Non-Tendered Shares inaccordance with the Target's Stock Repurchase after the Share Consolidation takes effect, (ii) the Offeror intends
to take the Target's Stock private, making the Offeror and TEIJIN the sole shareholders of the Target, and (iii) the
Target will implement the Target's Stock Repurchase, in which it will acquire the Non-Tendered Shares, the Offeror
and the Target implemented the measures below in (I) to (VI) to ensure fairness of the Tender Offer, to eliminate
arbitrariness in decision-making concerning the Transaction, and to ensure fairness, transparency, and objectivenessin the decision-making process, and to avoid doubts of conflicts of interest.
As described in "(1) Outline of the Tender Offer" above, TEIJIN, the Target's parent company, holds 31,760,000
shares of the Target's Stock (shareholding ratio: 57.65%), and the Offeror believes that setting a minimum numberof tendered shares to be purchased by the so-called "Majority of Minority" in the Tender Offer would destabilize
the consummation of the Tender Offer, which in turn might not serve the interests of minority shareholders whowish to tender in the Tender Offer, and therefore, it will not set a minimum number of tendered shares to bepurchased by the so-called "Majority of Minority" in the Tender Offer. However, the Offeror believes that due
consideration was given to the interests of the Target's minority shareholders, given that the measures below in (I)through (VI) have been taken.
In addition, among the descriptions below, the descriptions of the measures implemented by the Target are basedon the Target's Press Release and explanation received from the Target.
(I)

Implementation of bidding procedures
According to the explanation of TEIJIN, as described in "(II) Discussions between the Offeror, and theTarget and TEIJIN, process of decision-making by the Offeror" under "(2) Background and purposes of theTender Offer and decision-making process leading to the implementation of the Tender Offer, andmanagement policy after the Tender Offer" above, TEIJIN, through Nomura Securities, commenced the First
Bidding Process targeting multiple candidates including Blackstone in late February 2024, after approaching
multiple candidates to participate in the Bidding Process. In late March 2024, TEIJIN received letters ofintent from multiple candidates including Blackstone. TEIJIN carefully considered the contents of such
letters of intent and selected a number of candidates to be approached to participate in the Second Bidding
Process. Subsequently, TEIJIN commenced the Second Bidding Process in late March 2024, and after due
diligence regarding the Target was performed by multiple candidates, in late May 2024, TEIJIN received
final proposals from multiple candidates, and discussed the contents of the proposals with multiple
candidates. As a result of comprehensive consideration of the contents of the proposals and the discussions,
TEIJIN came to the conclusion that Blackstone would be the optimum buyer. With respect to the Tender
Offer Price, no candidate presented more favorable terms for the Target's shareholders compared to the terms
presented by Blackstone.

(II) Procurement of a share valuation report from an independent third-party valuator retained by the Target(i)Name of the third-party valuator and relationship with the Target and the Offeror(A) Procurement of a share valuation report from BAP
According to the Target, in expressing its opinion regarding the Tender Offer, in order to ensure
the fairness of the decision-making process of the Target regarding the Tender Offer Price presented
by the Offeror, it requested BAP, the Target's financial advisor and a third-party valuator independentof the Tender Offer Related Parties to calculate the share value of the Target's Stock and perform-19-

related financial analyses, and obtained the Share Valuation Report (BAP) on June 17, 2024. BAP is
not a related party of the Tender Offer Related Parties, and does not have any material interest in
relation to the Transaction, including the Tender Offer. Further, although the remuneration to BAP
for the Transaction includes a part of a contingency fee to be paid on the condition that the Transaction
is publicly announced, etc., it is not a contingency fee for the content of the opinion expressed andthe consummation or failure of the Transaction. The Target determined that, taking into account thegeneral practice in similar transactions and the appropriateness of the renumeration system that
imposes a certain amount of financial burden on the Target if the Transaction is not consummated,
the inclusion of such renumeration does not mean that BAP is considered to have material interest
that differs from the minority shareholders with respect to the consummation or failure of theTransaction, and does not negate BAP's independence. In addition, as there are no issues with theindependence and expertise of BAP, the Special Committee, after approving BAP as the third-party
valuator, confirmed that the Special Committee may also receive professional advice from BAP asnecessary.
As the Target believes that the Target and the Offeror have taken measures to ensure the fairnessof the Tender offer Price and to avoid conflicts of interest, and that sufficient consideration has been
given to the interests of minority shareholders of the Target, the Target has not obtained a fairness
opinion on the Tender Offer Price from BAP.
(B) Procurement of a share valuation report from PwC
According to the Target, in expressing its opinion regarding the Tender Offer, in order to exercise
further caution with regard to ensuring the fairness of the decision-making process of the Target
regarding the Tender Offer Price presented by the Offeror, it requested PwC, a third-party valuator
independent of the Tender Offer Related Parties, to calculate the share value of the Target's Stockand perform related financial analyses, and obtained the Share Valuation Report (PwC) on June 17,2024. PwC is not a related party of the Tender Offer Related Parties, and TEIJIN, and does not haveany material interest in the Tender Offer Related Parties in relation to the Transaction, including theTender Offer. Further, the remuneration to PwC does not include a contingency fee to be paid on
the condition of announcement of the Transaction. In addition, as there are no issues with theindependence and expertise of PwC, the Special Committee, after approving PwC as the third-party
valuator, confirmed that the Special Committee may also receive professional advice from PwC as
necessary.
As the Target believes that the Target and the Offeror have taken measures to ensure the fairnessof the Tender offer Price and to avoid conflicts of interest, and that sufficient consideration has been
given to the interests of minority shareholders of the Target, the Target has not obtained a fairness
opinion on the Tender Offer Price from PwC.
(ii) Overview of calculation(A) Overview of calculation by BAP
BAP received explanation from the Target's management regarding the current situation and future
prospects of the Target's business and other information in order to gather and consider the
information necessary for the calculation of the share value of the Target's Stock, and calculated theshare value of the Target's Stock based on such information. After considering the calculation method
to be used in the Tender Offer, BAP, based on its view that it is appropriate to evaluate the Target's
Stock from a multifaceted perspective under the assumption that the Target's Stock is a going concern,
adopted the following calculation methods respectively, to calculate the share value of the Target's-20-

Stock: the average market share price method since the Target's Stock is listed on the Prime Marketof the TSE and there is a market share price for the shares of the Target's Stock; and the DCF method
to reflect the status of future business activities in the calculation.
The range of the value per share of the Target's Stock calculated by BAP based on each of theabove methods is as follows.
Average market share price method: From 2,185 yen to 2,497 yen
DCF method:

From 4,943 yen to 6,200 yen

Under the average market share price method, the reference date is set at March 8, 2024 where it
is considered that the stock price of the Target was not affected by the speculative report by
Mergermarket (after the closing of the market on March 8, 2024), and the per-share value of theTarget's Stock was calculated to range from 2,185 yen to 2,497 yen, based on the following prices of
the Target's Stock on the Prime Market of the TSE: the closing price on the reference date (2,185
yen); the simple average of the closing prices for the past one month up to the reference date (2,257
yen); the simple average of the closing prices for the past three months up to the reference date (2,374yen); and the simple average of the closing prices for the past six months up to the reference date
(2,497 yen). In adopting the average market share price method, the share value of the Target's Stockwas calculated by referring to the simple average of the closing prices over multiple periods to levelout short-term share price fluctuations.
Under the DCF method, the sum-of-the-parts analysis was performed to calculate the value of theGroup's businesses by classifying them into the Digital Entertainment Business and the Business
Solution Business. The Target's corporate value and the share value of the Target's Stock arecalculated by discounting the free cash flow expected to be generated by each of the DigitalEntertainment Business and the Business Solution Business of the Target in and after the fiscal year
ending March 31, 2025 at a certain discount rate to the present value, based on the Target's earnings
forecasts, which takes into consideration various factors such as financial forecasts based on thebusiness plan prepared by the Target for the period from the fiscal year ending March 31, 2025 to thefiscal year ending March 31, 2030 (TEIJIN is not involved in the preparation of the business plan;
hereinafter the same) and publicly disclosed information. Using this method, the per-share value of
the Target's Stock was calculated to range from 4,943 yen to 6,200 yen. The discount rate is theWeighted Average Cost of Capital (WACC), and the Digital Entertainment Business adopted a rate
ranging from 5.3% to 6.3% and the Business Solution Business adopted a rate ranging from 5.8% to
6.8%. The perpetual growth rate method is used to calculate the going concern value, and theperpetual growth rate is set to range from 0.0% and 0.5% for the Digital Entertainment Business and-0.25% and 0.25% for the Business Solution Business under the perpetual growth rate method.
The financial forecasts based on the said business plan, which BAP used as a basis for the
calculation under the DCF method, are as follows. In addition, although the said business plan does
not assume the execution of the Transaction, it includes fiscal years in which a significant increase is
expected for each of the figures of the financial forecasts compared to the respective previous fiscal
years. Specifically, in the Business Solution Business, in the fiscal years ending March 31, 2026 andMarch 31, 2028, the Target expects significant increases in operating income to 3.7 billion yen for
the fiscal year ending March 31, 2026 (an increase of approximately 48% from the previous fiscal
year), free cash flow to 2.8 billion yen for the fiscal year ending March 31, 2026 (an increase of
approximately 68% from the previous fiscal year), and free cash flow to 4.2 billion yen for the fiscal
year ending March 31, 2028 (an increase of approximately 45% from the previous fiscal year) due
to the expansion of solutions for large hospitals by leveraging its strength in existing large hospital-21-

customers and data bases and expansion into the pharmaceutical industry by utilizing data in thehealthcare field, and the acceleration of sales expansion of cloud-based ERP services in the services
business field. The Target has judged synergistic effects between the Digital Entertainment Businessand Business Solution Business are included in the respective financial forecast figures.
Digital Entertainment Business (Unit: 100 million yen)

Sales
OperatingincomeEBITDAFree Cash
Flow

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

ending March

ending March

ending March

ending March

ending March

ending March

31, 2025

31, 2026

31, 2027

31, 2028

31, 2029

31, 2030

622

716

807

900

1,016

1,105

85

88

97

107

134

166

87

91

100

109

136

168

60

65

71

78

97

118

Business Solution Business (Unit: 100 million yen)

Sales
OperatingincomeEBITDAFree Cash
Flow

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

ending March

ending March

ending March

ending March

ending March

ending March

31, 2025

31, 2026

31, 2027

31, 2028

31, 2029

31, 2030

289

319

340

362

392

422

25

37

46

55

63

73

39

52

61

70

79

89

17

28

29

42

47

46

Although the Share Acquisition Rights are included in the scope of the Tender Offer, the Target
has not obtained a valuation report or a fairness opinion regarding the Share Acquisition Right
Purchase Price from BAP.
(Note)
In calculating the share value of the Target's Stock, in principle, BAP has adopted theinformation provided by the Target and publicly disclosed information as is, assuming that all suchmaterials and information are accurate and complete and that there are no facts undisclosed to BAP
that could have a material impact on the calculation of the share value of the Target's Stock, and has
not independently verified their accuracy or completeness. In addition, it is assumed that the
information regarding the Target's financial projections (including business plans and otherinformation) have been reasonably prepared based on the best estimates and judgment of the Target's
management available at the time of calculation. Further, BAP has not conducted any independent
evaluation and assessment of the assets and liabilities of the Target and its affiliates (including offthe-book assets and liabilities and other contingent liabilities), nor has it requested any third party to-22-

conduct an evaluation or assessment therefor. The calculation of the share value of the Target's Stockby BAP reflects the above information up to June 17, 2024.
(B) Overview of calculation by PwC
PwC received explanation from the Target's management regarding the current situation and future
prospects of the Target's business and other information in order to gather and consider the
information necessary for the calculation of the share value of the Target's Stock, and calculated theshare value of the Target's Stock based on such information. After considering the calculation method
to be used in the Tender Offer, PwC, based on its view that it is appropriate to evaluate the Target's
Stock from a multifaceted perspective under the assumption that the Target's Stock is a going concern,
adopted the following calculation methods respectively, to calculate the share value of the Target's
Stock: the market share price basis method since the Target's Stock is listed on the Prime Market of
the TSE and there is a market share price for the shares of the Target's Stock; and the DCF method
to reflect the status of future business activities in the calculation.
The range of the value per share of the Target's Stock calculated by PwC based on each of theabove methods is as follows.
Market share price basis method (1): From 2,185 yen to 2,526 yen
Market share price basis method (2): From 2,993 yen to 5,740 yen
DCF method:

From 4,856 yen to 5,708 yen

Under the market share price basis method (1), the reference date is set at March 8, 2024, on which
it is considered that the market price of the Target's Stock was not affected by the speculative reportby Mergermarket, and the per-share value of the Target's Stock was calculated to range from 2,185
yen to 2,526 yen, based on the following prices of the Target's Stock on the Prime Market of the TSE:
the closing price on the reference date (2,185 yen); the simple average of the closing prices for the
past one month, three months, and six months, up to the reference date (for the one month: 2,257
yen; for the three months: 2,374 yen; for the six months: 2,497 yen (rounded to the nearest whole
number; the same applies to the calculation of simple average of closing prices and volume-weighted
average closing prices below in this "(B) Overview of calculation by PwC")); and the volumeweighted average closing prices for the past one month, three months, and six months, up to thereference date (for the one month: 2,256 yen; for the three months: 2,366 yen; for the six months:
2,526 yen). In addition, under the market share price basis method (2), the reference date is set atJune 17, 2024, which is the business day immediately preceding the date of the announcement of theTender Offer, and the per-share value of the Target's Stock was calculated to range from 2,993 yen to
5,740 yen, based on the following prices of the Target's Stock on the Prime Market of the TSE: theclosing price on the reference date (5,740 yen); the simple average of the closing prices for the past
one month, three months, and six months, up to the reference date (for the one month: 4,903 yen; forthe 3 months: 3,557 yen; for the six months: 2,993 yen); and the volume-weighted average closing
prices for the past one month, three months, and six months, up to the reference date (for the one
month: 5,002 yen; for the three months: 4,296 yen; for the six months: 3,763 yen).
Under the DCF method, the sum-of-the-parts analysis was performed to calculate the value of theTarget Group's businesses by classifying them into the Digital Entertainment Business and theBusiness Solution Business. The Target's business value and the share value of the Target's Stock arecalculated by discounting the free cash flow expected to be generated by the Target in and after the
fiscal year ending March 31, 2025 at a certain discount rate to the present value, based on the Target's
earnings forecasts, which takes into consideration various factors such as financial forecasts based-23-

on the business plan prepared by the Target for the period from the fiscal year ending March 31, 2025
to the fiscal year ending March 31, 2030 and publicly disclosed information. Using this method, theper-share value of the Target's Stock was calculated to range from 4,856 yen to 5,708 yen. The
discount rate is the Weighted Average Cost of Capital (WACC), and the Digital Entertainment
Business adopted a rate ranging from 6.7% to 7.7%, and the Business Solution Business adopted arate ranging from 6.9% to 7.9%. The perpetual growth rate method is used to calculate the going
concern value, and the perpetual growth rate is set to 1.5% under the perpetual growth rate method.
The financial forecasts based on the said business plan prepared by the Target, which PwC used
as a basis for the calculation under the DCF method, are as follows. In addition, although the saidbusiness plan does not assume the execution of the Transaction, it includes fiscal years in which asignificant increase or decrease is expected for each of the financial forecast figures compared to therespective previous fiscal years. Specifically, in the Business Solution Business, in the fiscal years
ending March 31, 2026 and March 31, 2028, the Target expects significant increases in operating
income to 3.7 billion yen for the fiscal year ending March 31, 2026 (an increase of approximately
48% from the previous fiscal year), free cash flow to 2.8 billion yen for the fiscal year ending March
31, 2026 (an increase of approximately 68% from the previous fiscal year), and free cash flow to 4.2
billion yen for the fiscal year ending March 31, 2028 (an increase of approximately 45% from theprevious fiscal year) due to the expansion of solutions for large hospitals by leveraging its strength
in existing large hospital customers and data bases and expansion into the pharmaceutical industry
by utilizing data in the healthcare field, and the acceleration of sales expansion of cloud-based ERP
services in the services business field. The Target has judged synergistic effects between the DigitalEntertainment Business and Business Solution Business are included in the respective financial
forecast figures.
Digital Entertainment Business (Unit: 100 million yen)

Sales
OperatingincomeEBITDAFree Cash
Flow

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

ending March

ending March

ending March

ending March

ending March

ending March

31, 2025

31, 2026

31, 2027

31, 2028

31, 2029

31, 2030

622

716

807

900

1,016

1,105

85

88

97

107

134

166

87

91

100

109

136

168

55

63

70

77

98

121

Business Solution Business (Unit: 100 million yen)
Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

Fiscal year

ending March

ending March

ending March

ending March

ending March

ending March

31, 2025

31, 2026

31, 2027

31, 2028

31, 2029

31, 2030

Sales

289

319

340

362

392

422

Operating

25

37

46

55

63

73

-24-

income
EBITDAFree Cash
Flow

39

52

63

73

81

91

16

28

29

42

46

53

Although the Share Acquisition Rights are included in the scope of the Tender Offer, the Target
has not obtained a valuation report or a fairness opinion regarding the Share Acquisition Right
Purchase Price from PwC.
(Note)
In calculating the share value of the Target's Stock, in principle, PwC has adopted theinformation provided by the Target and publicly disclosed information as is, assuming that all suchmaterials and information are accurate and complete and that there are no facts undisclosed to PwC
that could have a material impact on the calculation of the share value of the Target's Stock, and has
not independently verified their accuracy or completeness. In addition, it is assumed that the
information regarding the Target's financial projections (including business plans and otherinformation) have been reasonably prepared based on the best estimates and judgment of the Target's
management available at the time of calculation. Further, PwC has not conducted any independent
evaluation and assessment of the assets and liabilities of the Target and its affiliates (including offthe-book assets and liabilities and other contingent liabilities), nor has it requested any third party to
conduct an evaluation or assessment therefor. The calculation of the share value of the Target's Stockby PwC reflects the above information up to June 17, 2024.
(III) Procurement of advice from an independent law firm by the Target
According to the Target, it appointed TMI Associates as its outside legal advisor independent of the Tender
Offer Related Parties in order to ensure the fairness and appropriateness of the decision-making process of
the Target's board of directors regarding the Transaction, including the Tender Offer, and has received legal
advice regarding the method and process of decision-making of the Target's board of directors regarding theTransaction, including the Tender Offer, and other points to be noted in connection with decision-making
regarding the Transaction. TMI Associates is not a related party of the Tender Offer Related Parties and has
no material interest in connection with the Transaction. With respect to the renumeration to TMI Associates,
it is only paid an hourly fee regardless of whether the Transaction is consummated, and its fee does notinclude a contingency fee conditioned on the announcement or consummation of the Transaction. In addition,
as there are no issues with the independence and expertise of TMI Associates, the Special Committee, after
approving TMI Associates as the Target's legal advisor, confirmed that the Special Committee may also
receive professional advice from TMI Associates as necessary.
(IV) Establishment of independent special committee at the Target and procurement of written report(i)Background of establishment
According to the Target, in mid-January 2024, it was notified by TEIJIN to the effect that the Bidding
Process was commenced. Subsequently, since it was expected that the Target will receive a proposal
including a proposal to take the Target's Stock private from the candidates, based on the Guidelines for
Corporate Takeovers, and from the perspective of conducting sincere consideration while ensuring thefairness and transparency of the consideration process, the Target determined that it should consider (i)not only the proposal to take the Target's Stock private, but also (ii) the Corporate Value Enhancement
Measures and (iii) the Self TOB Scheme, and, based on the resolution at the board of directors meeting-25-

held on February 28, 2024, the Target established the Special Committee consisting of the following
three members (the members of the Special Committee have not been changed since its establishment):
Mr. Kazuhiko Fujita (the Target's outside director); Mr. Kazuhiko Tsuda (the Target's outside director);and Ms. Kiyo Morikawa (the Target's outside auditor). The Target consulted with the Special Committee(a) with regard to making a proposal or recommendation to the board of directors on (i) the proposal totake the Target's Stock private, (ii) the Corporate Value Enhancement Measures, or (iii) the Self TOB
Scheme, whichever is desirable, after comparing and considering which action would be desirable fromthe viewpoint of ensuring or enhancing corporate value and thus the common interests of shareholders,(b) in the case it is determined in (a) that the proposal to take the Target's Stock private is the mostdesirable, with regard to making a proposal or recommendation to the board of directors on whether theTarget's board of directors should approve the proposal to take the Target's Stock private, after
considering from the viewpoint as to whether the proposal ensures or enhances the corporate value of
the Target and thus the common interests of shareholders (including (I) the reasonableness of the
purpose of the proposal to take the Target's Stock private, (II) the appropriateness of the terms andconditions of the proposal to take the Target's Stock private, (III) the fairness of the procedures of the
proposal to take the Target's Stock private, and (IV) whether or not it would be disadvantageous tominority shareholders for the Target's board of directors to decide to implement the proposal to take theTarget's Stock private in light of the factors in (I) through (III) above and other factors), and (c) in thecase it is determined in (a) that the Self TOB Scheme is the most desirable, with regard to making a
proposal or recommendation to the board of directors on whether the Target's board of directors should
approve the Self TOB Scheme, after considering from the viewpoint as to whether the proposal ensuresor enhances the corporate value of the Target and thus the common interests of shareholders (including
whether or not the acquisition of treasury shares would be disadvantageous to minority shareholders(including the necessity to issue class shares, the appropriateness of the issuance of class shares, andexecution of a tender agreement with TEIJIN)) (the "Items for Advice").
The Target's board of directors has resolved that (I) the utmost respect shall be paid to the Special
Committee's opinions in making a decision on (i) the proposal to take the Target's Stock private, (ii) the
Corporate Value Enhancement Measures, or (iii) the Self TOB Scheme, and (II) in negotiating the terms
and conditions for (i) to (iii) with relevant parties such as the candidates and TEIJIN, the Target shallreport to the Special Committee the status thereof in a timely manner, and receive the Special
Committee's opinions, instructions, and requests in important phases.
As for the remuneration of the members of the Special Committee, only a fixed amount of
remuneration is paid regardless of the content of the written report, and no contingency fee conditionedon the consummation, etc. of the Transaction is adopted.
(ii)

Background of consideration
According to the Target, the Special Committee met a total of 26 times during the period from March
6, 2024 to June 14, 2024, and carefully discussed and considered the Items for Advice throughdeliberations and decision-making, etc. via e-mail, etc. even between each meeting of the Special
Committee.
In addition, the Special Committee received legal advice from TMI Associates, a legal advisor to theTarget, regarding measures to ensure the fairness of the Transaction and to avoid conflicts of interest,and other matters relating to the Transaction in general, in light of TMI Associates' independence andexpertise.
The Special Committee also received explanations from BAP, a financial advisor to the Target, at theTarget's request, and discussed and considered the policy for negotiations with the Offeror, in light of-26-

BAP's independence and expertise.
Further, the Special Committee conducted interviews with the Target, the candidates who participatedin the Bidding Process including Blackstone, and TEIJIN, and held a question-and-answer session, inorder to consider the significance and benefits of each of the proposal to take the Target's Stock private,
the Corporate Value Enhancement Measures, and the Self TOB Scheme, and their impact on the Target's
businesses.
The Special Committee also received timely reports from the Target on the background and detailsof discussions and negotiations regarding the Transaction among the Target, the Offeror and TEIJIN,
and discussed them at meetings of the Special Committee and was substantially involved in thenegotiation process with the Offeror.
(iii)

Details of decision
Based on the above circumstances, the Special Committee, after carefully conducting exhaustive
considerations and discussions on the Items for Advice, submitted the written report (the "Report")
containing the following summary to the Target's board of directors on June 17, 2024, with theunanimous consent of all members.

Ⅰ Opinions of the Special Committee

1．The Items for Advice (i)As a result of the comparison and consideration of the proposal to have the Target's Stock go private, theCorporate Value Enhancement Measures and the Self TOB Scheme, the implementation of the Transaction ismost desirable for the Target, and contributes to ensuring or enhancing the corporate value of the Target and thus
the common interests of shareholders.
2．The Items for Advice (ii)
(1) The purpose of the Transaction is reasonable;(2) The terms and conditions of the Transaction is appropriate;(3) The procedures for the Transaction are fair; and(4) It cannot be said that it would be disadvantageous to minority shareholders of the Target for the Target's
board of directors to decide to conduct the Transaction in light of the written report to the Items for Advice(i), the factors in (1) through (3) above and other factors.

Ⅱ Reasons for opinions

1． Reasonableness of the purpose of the Transaction(1) Overview of the purpose of the Transaction-27-

The Special Committee has conducted interviews with the Target, the Offeror and Blackstone with respect
to the specific details of the purpose of the Transaction and the corporate value of the Target expected to beenhanced by the Transaction as described in "(II) Discussions between the Offeror, and the Target and TEIJIN,
process of decision-making by the Offeror etc.," "(III) Decision-making process leading to and grounds for theopinion in favor of the Tender Offer by the Target" and "(IV) Management policy after the Tender Offer" under"(2) Background and purposes of the Tender Offer and decision-making process leading to the implementationof the Tender Offer, and management policy after the Tender Offer."(2) Impact of business separation
The Target, which operates the Digital Entertainment Business and the Business Solution Business in an
integrated manner, has increased its corporate value by leveraging the synergies between the two businesses,
such as utilizing "B to C" know-how and IT human resources, conducting AI-based marketing, building
infrastructure for business expansion, and attracting and exchanging excellent human resources, and that theTarget is concerned that the synergies between the two businesses will be lost due to the separation of the twobusinesses after the Transaction, which will decrease its corporate value.
In this regard, the Offeror's Parent Company and the Target will, based on the discussions and negotiations
between them, execute an agreement concerning the prohibition of business separation, which includes anundertaking that the Offeror's Parent Company shall not, in principle, conduct a corporate reorganization act(including, but not limited to, mergers, company splits, business transfers and share transfers; the "Divestiture")that will separate the Digital Entertainment Business and Business Solution Business from the Target Groupfor a period of two years after the Transaction.
In addition, in the Transition Service Agreement (Reverse TSA) entered into among the Target, the Offeror
and TEIJIN regarding the IT services provided by the Target to TEIJIN, the Offeror has agreed in principle that
it will not engage in the Divestiture for two years after the completion of the Transaction, based on discussions
and negotiations among the three parties, and the Offeror also intends to state in the Tender Offer Statementthat it will not engage in the Divestiture.
Based on the above, there is no specific concern that the implementation of the Transaction will result in abusiness separation that will immediately affect the business of the Target.

(3) Impact of having the Target's Stock go private
Since the Transaction is premised on having the Target's Stock go private, the Special Committee has also
examined whether or not there would be any impact on the Target's corporate value if the Target's Stock is taken
private, including the following points.
・

The Target's mid-term vision is to become a service company and to co-create value, and it is strongly
promoting co-creation with real business operators and co-creation with other business operators tocreate new businesses. It is essential to secure talented human resources that form the basis of this, but
if the Target's Stock is taken private, is there any possibility that this may have an impact on securing
talented human resources, searching for collaborative partners and promoting the business?
-28-

・

As an IT services and software company, the recruitment and retention of competent human resources
is fundamental to the Target's management, and the Target's human resources recruitment and retention
strategy is currently working because it is a listed company with a strong performance record. Is there
any possibility that having the Target's Stock go private may have an impact on the recruitment andretention of human resources?

・

In general, is there any possibility that the transparency of business operations may be impaired
compared to a listed company, which may affect the relationship with existing business partners?

With respect to this, the Offeror does not plan on making any particular changes to the structure of the dayto-day business operations, assuming that the current employees of the Target will continue to be engaged evenafter the implementation of the Transaction. The Offeror believes it is possible to fully assist the securing of
human resources by the Target by leveraging Blackstone's achievements and know-how, and plans to
implement measures for the retention and keeping motivation of the Target Group's human resources.
Furthermore, the Offeror is expected to seek subcontract system engineering services to collaborate with,reinforce the recruitment of project manager-level personnel by utilizing stock options, and utilize offshoring,etc. in order to stably secure engineering resources in the IT services industry where companies are competingfor talented personnel. Furthermore, in the relationship with the Target's business partners, the Target canminimize the impact of having the Target's Stock go private on the its relationships with its business partners
by providing them with thorough explanations, and such impact can also be expected to be minimized bythorough explanations provided by the Offeror.
In addition, Blackstone has indicated that it expects the re-listing of the Target as a method of exit after theend of the period of investments in the Target, which also takes into account to a certain extent concerns about
having the Target's Stock go private.
Based on the above, it cannot be said that having the Target's Stock go private through the Transaction will
have a material adverse effect on the Target's business.

(4) Financial burdens from LBO loans
Blackstone intends to procure the funds necessary for the Transaction through equity contributions andborrowings, it expected to use approximately 40 billion yen in cash and deposits held by the Target, in addition
to approximately 155 billion yen in equity contributions and approximately 80 billion yen in borrowings.
In accordance with such expectation, there is a need to examine the regular repayments or liquidity on hand,
and the Target has approached TEIJIN regarding the reduction of the Target's Stock Repurchase Price, but
received TEIJIN's response that it cannot accept the proposal.
In addition, following discussions between the Target and Blackstone based on the Target's financing plan,(i) Blackstone responded with respect to the 80 billion yen in borrowings that it is at a level that ensures its
financial soundness and at a level where there are no problems without any changes from the perspective of
optimizing capital efficiency. (ii) With regard to liquidity on hand, Blackstone responded that it expects to beable to increase its commitment line to meet its flexible financing needs, in addition to securing the necessary
cash on hand.
-29-

In the course of again reviewing the matter based on the above results, the Target confirmed its financial plan,and taking into account the circumstances that the ratio of equity contributions to borrowings is appropriate,
and an additional investment by Blackstone can be expected in the event of further funding needs, the Target
has concluded that the financial burden of implementing the Transaction will not have a material adverse effecton the Target's business.

(5) Summary
Based on the factors in (1) through (4) above, the Special Committee has concluded, after careful discussions
and considerations, that the Transaction is deemed to contribute to the enhancement of the Target's corporate
value and the purpose of the Transaction is reasonable.

2． Appropriateness of the terms and conditions of the Transaction(1) Appropriateness of the price(i) Tender Offer Price
The Tender Offer Price is considered appropriate from the following points:
・

The Tender Offer Price is the highest price presented in the Bidding Process for which leaves no doubt
on transparency and fairness.

・

According to the share valuation report obtained by the Target from BAP, a third-party valuator
independent of the Tender Offeror Related Parties, the per-share value of the Target's Stock ranges from
2,185 yen to 2,497 yen according to the market price method and from 4,943 yen to 6,200 yen according
to the DCF method. The Tender Offer Price exceeds the upper limit of the calculation results based on
the market price method and the median of the calculation results based on the DCF method.
The Special Committee received explanations from BAP on the selection of the valuation method andthe basis for the calculation of the discount rate, etc. with respect to the calculation method, etc. used in
the valuation of the share value, and conducted a question-and-answer session and considered the results.
As a result, the Special Committee did not find any unreasonable points in light of general valuation
practices.
In addition, with respect to the Target's business plan, which is used as the basis for BAP's calculation
using the DCF method, the Special Committee has also confirmed the method and process of the
preparation thereof (including the fact that no party having an interest in the Transaction was involvedin the preparation of the business plan) and its contents (including that the business plan is not based on
excessively conservative estimates), and it has approved the reasonableness of the business plan.

・In addition, in order to exercise further caution with regard to ensuring the fairness of the decisionmaking process of the Target regarding the Tender Offer Price presented by the Offeror, the Target
obtained a share valuation report from PwC, a third-party valuator independent of the Tender Offer
Related Parties. According to the share valuation report obtained from PwC, the per share value of theTarget's Stock ranges from 2,185 yen to 2,526 yen according to the market price method (i), from 2,993-30-

yen to 5,740 yen according to the market price method (ii) and from 4,856 yen to 5,708 yen according
to the DCF method, and the Tender Offer Price by the Offeror exceeds the upper limit of the calculation
results based on the market price method (i), the market price method (ii) and the DCF method.
The Special Committee did not find any unreasonable points in the calculation method, etc. used by
PwC to value the shares in light of general valuation practices.
In addition, with respect to the Target's business plan, which is used as the basis for PwC's calculation
using the DCF method, the Special Committee has also confirmed the method and process of the
preparation thereof (including the fact that no party having an interest in the Transaction was involvedin the preparation of the business plan) and its contents (including that the business plan is not based on
excessively conservative estimates), and it has approved the reasonableness of the business plan.
・In addition, the Tender Offer Price (6,060 yen) represents a premium of 177.35% (rounded to the second
decimal place) on the closing price of 2,185 yen of the Target's Stock on the Prime Market of the TSE
as of March 8, 2024, where it is considered that the market price of the Target's Stock was not affectedby speculative report by Mergermarket (after the close of the market on March 8, 2024) regarding
TEIJIN's sale of the Target's Stock, and thus the Tender Offer Price is considered to include aconsiderable premium compared to recent similar cases (of the 91 cases that were announced on or afterJune 28, 2019, which is the release date of the "Fair M&A Guidelines - Enhancing Corporate Value andSecuring Shareholders' Interests" by the Ministry of Economy, Trade and Industry, and closed before
by June 14, 2024, which aimed at taking listed company in Japan private), the average level of thepremiums is 49.94% on the closing price on the business day preceding the date of the announcement,
52.67% on the average closing price for the past one month up to the date of announcement, 54.99%
on the average closing price for the past three months up to the date of announcement, and 56.57% on
the average closing price for the past six months up to the date of announcement).

・Furthermore, the Tender Offer Price (6,060 yen) exceeds 4,455 yen, the highest price of the Target's
Stock since the Target's listing to the reference date.

(ii) Stock Acquisition Right Purchase Price
Since all of the Stock Acquisition Rights have been granted to the directors and executive officers of theTarget as stock options and one of the conditions for the exercise of the Stock Acquisition Rights is that the
Stock Acquisition Rights may be exercised only during a period of 5 years (for FY 2013 Stock Acquisition
Rights to FY 2018 Stock Acquisition Rights) or 10 years (for FY 2019 Stock Acquisition Rights to FY 2020
Stock Acquisition Rights) from the day following the date on which they lost all of the positions of director or
executive officer of the Target, subsidiaries of the Target, or affiliates of the Target, it is understood that theOfferor is unable to exercise the Stock Acquisition Rights even if it acquires them, and thus it is reasonable toset the Stock Acquisition Right Purchase Price at 1 yen for each of the Stock Acquisition Rights.

(2) Consideration to be delivered in procedures after the Tender Offer
If the Offeror is unable to acquire all of the Target's Stock (including the Restricted Stock and the Target's
Stock to be issued upon exercise of the Stock Acquisition Rights, but excluding the treasury shares held by the-31-Target and the Non-Tendered Shares) and the Stock Acquisition Rights through the Tender Offer, it plans to
conduct the Squeeze-Out Procedures, and minority shareholders who did not tender their shares in the Tender
Offer will ultimately receive cash in the Squeeze-Out Procedures. The amount of money to be delivered under
the Squeeze-Out Procedures will be calculated to be the same as the Tender Offer Price multiplied by the
number of the Target's Stock held by such shareholders, and this fact will be clearly stated in the press release,etc. regarding the Tender Offer.
The Target plans to conduct the Target's Stock Repurchase after the completion of the Squeeze-Out
Procedures, and the after-tax proceeds to be received by TEIJIN when it tenders its shares in the Tender Offer
is to be set at an amount almost equivalent to the amount of after-tax proceeds when TEIJIN accepts the Target's
Stock Repurchase, taking into account that a provision on the exclusion of deemed dividends from gross profits
set forth in the Corporation Tax Act is likely to be applied to TEIJIN on Company's Stock Repurchase, and thisfact will be clearly stated in the press release, etc. regarding the Tender Offer.
According to the terms and conditions set forth above, TEIJIN is expected to receive substantially the same
benefits from the Transaction as the minority shareholders of the Target (i.e., TEIJIN alone will not receive
relatively larger benefits from the Transaction than the minority shareholders of the Target), and therefore, theTransaction as a whole is considered to be a reasonable scheme designed to secure the interests of the minority
shareholders of the Target.

(3) Summary
Based on the above points, the Special Committee has concluded, after careful discussions andconsiderations, that the terms and conditions of the Transaction including the Tender Offer Price are reasonable.

3. Fairness of the procedures for the Transaction(1) Implementation of the Bidding Process
The Transaction will be conducted by the Offeror, which was selected following TEIJIN's comprehensive
consideration of the proposals and discussions after the receipt by TEIJIN in the Bidding Process of the
proposals to have the Target's Stock go private from the candidates who participated in the Bidding Process anddiscussions with several Candidates regarding the content of their proposals. In addition, since there were no
Candidates offering terms more favorable to the minority shareholders of the Target than those offered by theOfferor in the Bidding Process, no circumstances have been identified that call into question the transparency
or fairness of the Bidding Process.
Given the foregoing, it can be concluded that the market check is functioning properly.

(2) Establishment of the Special Committee
The Target established the Special Committee as soon as the Target was informed by TEIJIN that it hadcommenced the Bidding Process. In addition, the Target has resolved to respect the recommendations of theSpecial Committee to the greatest extent possible after the Special Committee has been given the authority to-32-

appoint advisors. Also, there are no issues with the Special Committee's independence, its composition in termsof expertise and attributes, its advisors, or its internal review system.

(3) Method of consideration by the Target
In considering the Transaction, the Target has carefully reviewed and discussed the appropriateness of theterms and conditions of the Transaction and the fairness of a series of procedures for the Transaction from theviewpoint of enhancing the corporate value of the Target and thus the common interests of its shareholders,
while obtaining advice and opinions from BAP, a financial advisor and a third-party valuator, and TMI
Associates, a legal advisor, both of which are independent of the Tender Offer Related Parties.
The Special Committee has confirmed that there is no question as to the independence and expertise of TMI
Associates and BAP, and has approved them to act as a legal advisor or a financial adviser and a third-party
valuator of the Target. It has also been confirmed that the Special Committee may seek, and has sought,
professional advice and opinions from TMI Associates and BAP as appropriate.

(4) Establishment of an independent review system in the Target
With a view to eliminating structural conflicts of interest, the Target has established a system within the Target
to review, negotiate, and make decisions with respect to the Transaction in a position independent of the Tender
Offer Related Parties.

(5) No involvement of parties with a special interest in the negotiation and decision-making processes for theTransaction
None of the directors who are reviewing and negotiating the Transaction from the standpoint of the Target
includes any person with a special interest in the Transaction nor are there any facts that would cause any person
to presume that TEIJIN, the candidates, or any other person with a special interest in the Transaction has
improperly influenced the Target in the course of the discussion, consideration, and negotiation of theTransaction.
From the viewpoint of avoiding any suspicion of conflict of interest and ensuring the fairness of theTransaction, Mr. Naohiko Moriyama, a director of the Target who concurrently serves as a director and senior
managing executive officer of TEIJIN, and Mr. Akio Nakaishi, an auditor of the Target who concurrently serves
as an auditor of TEIJIN, did not participate in any deliberations concerning the consideration of the Transaction
at any meeting of the board of directors of the Target, nor did they participate in the consideration of theTransaction from the standpoint of the Target or in any discussions and negotiations concerning the Transaction
with the Offeror and TEIJIN. In addition, among the officers of the Target, Mr. Norihiro Takehara, Chairman,
Mr. Jun Kuroda, President and CEO, and Mr. Mototaka Kuboi, Director and CSRO, are expected to execute
the Amendment Agreement, in relation to the Restricted Stock. Therefore, from the viewpoint of avoiding any
suspicion of conflict of interest and ensuring the fairness of the Transaction, they have not participated in any
deliberations concerning the Transaction, etc. at the Target's board of directors meeting, nor have they
participated in any discussions or negotiations with the Offeror and TEIJIN concerning the Transaction, etc.
-33-

from the standpoint of the Target since the possibility to enter into the Amendment Agreement arose.

(6) Implementation of other measures to ensure fairness of the Transaction(i) Majority-of-minority condition
A so-called majority-of-minority condition is not expected to be a condition for the consummation of theTender Offer.
The mere fact that a majority-of-minority condition has not been imposed should not be taken as an indicationthat necessary measures to ensure fairness have not been taken for the following reasons: if a majority-ofminority condition is imposed, the consummation of the Tender Offer may become uncertain and such a
condition may not contribute to the interests of the public shareholders who wish to tender their shares in theTender Offer; and, in the Tender Offer, appropriate measures to ensure fairness have been taken and the interestsof the public shareholders of the Target have been sufficiently taken into account.

(ii) Securing objective conditions to ensure fairness of the Tender Offer
The Offeror intends to set the Tender Offer Period at 30 business days, which is longer than the minimum
period prescribed by laws and regulations (20 business days). It is believed that the Offeror has thereby ensured
that the Target's shareholders and the Stock Acquisition Right Holders will have an opportunity to make anappropriate decision on whether to tender in the Tender Offer, and that persons other than the Offeror (a "Counter
Offeror") have the opportunity to purchase the Target's Stock and Stock Acquisition Rights.
In addition, neither the Offeror nor the Target has entered into any agreement that would restrict any such
Counter Offeror from contacting the Target, including any agreement that contains a transaction protection clauseprohibiting the Target from contacting the Counter Offeror.
By thus providing the opportunity for a counter-purchase, the fairness of the Tender Offer is ensured.

(7) Summary
As a result of the Special Committee's careful discussions and consideration of the Transaction in light of theforegoing, the Special Committee has concluded that appropriate measures have been taken to ensure thefairness of the Transaction and that the procedures for the Transaction are fair.

4. Comparative review(1) Proposals to have the Target's Stock go private
Although TEIJIN received two proposals from other candidates to have the Target's Stock go private inaddition to the Offeror's Final Offer in the Bidding Process, the Offeror's Final Offer is the most desirable among
the proposals to have the Target's Stock go private from the viewpoint of ensuring or enhancing the corporate
value of the Target and thus the common interests of its shareholders for the following reasons:
-34-

・

In the first place, since TEIJIN selected the Offeror as the final candidate in the Bidding Process, it was
not likely for TEIJIN, the parent company of the Target, to accept the proposals to have the Target's
Stock go private other than the Offeror's Final Offer, and therefore those proposals were not feasible;

・

None of the proposals to have the Target's Stock go private offered a price higher than the Tender Offer
Price for the Target's Stock offered in the Offeror's Final Offer;

・One of the proposals to have the Target's Stock go private, other than the Offeror's Final Offer, which
proposed to separate the Target's Digital Entertainment Business and Business Solution Business after
having the Target's Stock go private failed to eliminate the concerns raised in "(2) Impact of businessseparation" under "1. Reasonableness of the purpose of the Transaction;" and・

Although another proposal to have the Target's Stock go private, other than the Offeror's Final Offer,proposed not to separate the Target's Digital Entertainment Business and Business Solution Businessfor a certain period after having the Target's Stock go private, it was determined after consideration
within the Target that the measures indicated in the Offeror's Final Offer would better contribute toenhancing the corporate value of the Target;(2) Self TOB Scheme
Although the Target proposed the Self TOB Scheme to TEIJIN, the Offeror's Final Offer is more desirable
than the Self TOB Scheme from the viewpoint of ensuring or enhancing the corporate value of the Target andthus the common interests of its shareholders for the following reasons:・

Since TEIJIN attached the highest importance to maximizing the selling price of the Target's Stock heldby it in the Bidding Process, TEIJIN informed the Target that it did not intend to adopt the Self TOB
Scheme because of the large difference between the repurchase price of the Target's Stock in the Self
TOB Scheme and the selling price of the Target's Stock offered in the Offeror's Final Offer, and therefore
the Self TOB Scheme was not feasible;

・The advantage of the Self TOB Scheme was that, by maintaining the listing of the Target's Stock, there
would be no impact of having the Target's Stock go private. However, the impact of having the Target's
Stock go private following the Transaction is limited, as described in "(3) Impact of having the Target's
Stock go private" under "1. Reasonableness of the purpose of the Transaction;" and・

As stated above, the Offeror's Final Offer provides the public shareholders with an opportunity to sell
their shares at a higher price, as it offers a higher price and does not set the maximum number of tenderedshares to be purchased.

(3) Corporate Value Enhancement Measures
Although the Special Committee also considered the Corporate Value Enhancement Measures other than the
Self TOB Scheme on the assumption that the Target's Stock would continue to be listed, the Offeror's Final Offeris more desirable than the Corporate Value Enhancement Measures from the viewpoint of ensuring or enhancing
the corporate value of the Target and thus the common interests of its shareholders for the following reasons:

-35-

・

TEIJIN intends to sell the Target's Stock. Since TEIJIN selected the Offeror as the final candidate in the
Bidding Process, TEIJIN had no intention to adopt the Corporate Value Enhancement Measures, andtherefore the Corporate Value Enhancement Measures were not feasible;

・The advantage of the Corporate Value Enhancement Measures was that, by maintaining the listing of
the Target's Stock, there would be no impact of having the Target's Stock go private. However, theimpact of having the Target's Stock go private following the Transaction is limited, as described in "(3)Impact of having the Target's Stock go private" under "1. Reasonableness of the purpose of theTransaction;" and・

As stated above, the Offeror's Final Offer provides the public shareholders with an opportunity to sell
their shares at a reasonable price, as it offers a price within the ranges of the share value calculated byvaluators and does not set the maximum number of tendered shares to be purchased.

(4) Summary
Based on (1) to (3) above, the Offeror's Final Offer is the most desirable among the proposals to have theTarget's Stock go private, the Corporate Value Enhancement Measures, and the Self TOB Scheme, from theviewpoint of ensuring or enhancing the corporate value of the Target and thus the common interests of its
shareholders. In addition, the Transaction will be based on the terms and conditions determined by the Offeror
following the discussions and negotiations among the Offeror, TEIJIN, and the Target after the Offeror was
selected as the final candidate in the Bidding Process. In light of the foregoing, it has been concluded that
conducting the Transaction would be the most desirable for the Target and would ensure or enhance the corporate
value of the Target and thus the common interests of its shareholders.

5. Whether the decision by the Target's board of directors to express its opinion in favor of the Tender Offer and torecommend the shareholders of the Target that they tender their shares in the Tender Offer, etc., as well as thedecision to conduct the Transaction is disadvantageous to the minority shareholders
The Special Committee has carefully considered 1. through 4. above and other relevant matters, and has
concluded that it would not be disadvantageous to the minority shareholders of the Target for the Target's boardof directors to decide to conduct the Transaction by the Offeror (including to approve the Tender Offer and to
decide to recommend to the shareholders of the Target that they tender their shares in the Tender Offer and toleave the decision as to whether to tender the Share Acquisition Rights in the Tender Offer to the Share
Acquisition Right Holders).

(V) Unanimous approval of all disinterested directors of the Target and the opinion of all disinterested auditors of
the Target that they have no objection
Based on the contents of the Share Valuation Report (BAP), the Share Valuation Report (PwC), legal
advice received from TMI Associates, the contents of discussions held between the Offeror and TEIJIN in
relation to the Transaction, and other relevant materials, the Target carefully deliberated and considered the
purpose of the Transaction and its terms and conditions with the utmost respect to the content of the Reportobtained from the Special Committee. As a result, as described in "(III) Decision-making process leading to-36-and grounds for the opinion in favor of the Tender Offer by the Target" under "(2) Background and purposesof the Tender Offer and decision-making process leading to the implementation of the Tender Offer, andmanagement policy after the Tender Offer" above, on June 18, 2024, seven (excluding Mr. Naohiko
Moriyama who was absent from the board of directors meeting, four directors excluding Mr. Norihiro
Takehara, Mr. Jun Kuroda, and Mr. Mototaka Kuboi) of the eight directors who participated in the
deliberation and resolution unanimously resolved, as the opinion of the Target, to support the Tender Offer,
as well as recommend that the Target’s shareholders tender in the Tender Offer, and to leave the decision onwhether or not to tender the Share Acquisition Rights in the Tender Offer to the Share Acquisition Right
Holders.
Acquisition of the Stock Acquisition Rights by way of transfer is subject to approval of the Target’s boardof directors. The Target resolved at the meeting of the board of directors held on June 18, 2024, tocomprehensively approve the transfer by the Stock Acquisition Right Holders of their Stock Acquisition
Rights by tendering them in the Tender Offer on the condition of consummation of the Tender Offer.
Among the eight directors of the Target, as Mr. Naohiko Moriyama concurrently serves as a director andsenior managing executive officer of TEIJIN, from the viewpoint of avoiding any suspicion of conflict ofinterest between TEIJIN and the Target's minority shareholders and ensuring the fairness of the Transaction,
he did not participate in any deliberations or resolutions concerning the consideration of the Transaction at
the abovementioned board of directors meeting, nor did he participate in the consideration of the Transaction
or any discussions and negotiations concerning the Transaction with the Offeror and TEIJIN from thestandpoint of the Target. In addition, among the eight directors of the Company, Mr. Norihiro Takehara, Mr.
Jun Kuroda, and Mr. Mototaka Kuboi plan to enter into the Amendment Agreement, from the viewpoint of
avoiding any suspicion of conflict of interest and ensuring the assessment of fairness of the Transaction, they
have not participated in any deliberations concerning the Transaction, etc. at the Target's board of directors,
nor have they participated in any discussions or negotiations with the Offeror and TEIJIN concerning theTransaction, etc. from the standpoint of the Company since the possibility to enter into the Amendment
Agreement arose.
Furthermore, among the four auditors of the Target, three auditors of the Target who participated in the
deliberations and resolutions stated that they had no objection. Mr. Akio Nakaishi, an auditor of the Target,
concurrently serves as an auditor of TEIJIN. Therefore, from the viewpoint of avoiding any suspicion of
conflict of interest and ensuring the fairness of the Transaction, he did not participate in any deliberations
concerning the consideration of the Transaction at the abovementioned board of directors meeting andrefrained from expressing his opinion.

(VI) Securing objective conditions to ensure fairness of the Tender Offer
The Offeror has set the Tender Offer Period at 30 business days, which is a relatively long period comparedto the minimum period prescribed by laws and regulations, which is 20 business days. By setting a relatively
long Tender Offer Period compared to the minimum period prescribed by laws and regulations, the Offeror
has ensured that the Target's shareholders and the Stock Acquisition Right Holders will have an opportunity
to make an appropriate decision on whether to tender in the Tender Offer, and by ensuring that persons otherthan the Offeror have the opportunity to purchase the Target's Stock and Stock Acquisition Rights, it has
taken into consideration that the fairness of the Tender Offer is ensured.

(4) Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")-37-

As described in "(1) Outline of the Tender Offer" above, if the Offeror is unable to acquire all shares of theTarget's Stock (including the Restricted Stock and the Target's Stock to be delivered upon exercise of the Stock
Acquisition Rights, but excluding the treasury shares held by the Target and the Non-Tendered Shares) and theStock Acquisition Rights by the Tender Offer, the Offeror plans to implement the Squeeze-Out Procedures for the
purpose of making the Offeror and TEIJIN the sole shareholders of the Target and taking the Target's Stock private,by the following method after the consummation of the Tender Offer.
Specifically, the Offeror plans to request the Target, promptly after the completion of settlement of the Tender
Offer, to hold an extraordinary shareholders' meeting (the "Extraordinary Shareholders' Meeting"), at which theitems for resolution shall include the implementation of consolidation of the shares of the Target's Stock (the "Share
Consolidation") pursuant to Article 180 of the Companies Act, and on condition that the Share Consolidation takes
effect, partial amendment of the articles of incorporation to abolish the provision concerning share units. In
addition, the Offeror and TEIJIN plan to vote in favor of each of the above proposals at the Extraordinary
Shareholders' Meeting. As of today, the Extraordinary Shareholders' Meeting is planned to be held around early
September 2024.
If the proposal for the Share Consolidation is approved, then on the date on which the Share Consolidation takes
effect, the Target's shareholders will hold the shares of the Target's Stock in the number corresponding to the ratioof the Share Consolidation approved at the Extraordinary Shareholders' Meeting. If any fraction of a share lessthan one share is generated from the Share Consolidation, an amount of money obtained by selling to the Target
or the Offeror the shares of Target's Stock equivalent to the total number of such fractional shares (any fractional
shares less than one share created by aggregating those fractional shares shall be discarded; the same applies
hereinafter) shall be delivered to the Target's shareholders for whom a fraction of less than one share is generated,in accordance with the procedures stipulated in Article 235 of the Companies Act and other relevant laws andregulations.
With respect to the sale price of the shares of the Target's Stock equivalent to such total number of fractional
shares, it is scheduled that this price shall be set in such a way so that, as a result of selling these shares, the amountof money to be delivered to the shareholders of the Target who did not tender in the Tender Offer (excluding theOfferor, TEIJIN, and the Target) shall be the same as the price that shall be obtained by multiplying the Tender
Offer Price by the number of the shares of the Target's Stock held by such shareholders. After the above process,the Offeror intends to request the Target to file a petition to obtain permission for voluntary sale to the court. In
addition, although the ratio of the consolidation of the shares of the Target's Stock has not yet been determined asof today, the Offeror plans to request the Target to determine the number of the shares of the Target's Stock heldby the Target's shareholders who did not tender in the Tender Offer (excluding the Offeror, TEIJIN, and the Target)
to be a fraction of less than one share, so that the Offeror and TEIJIN will hold all of the shares of the Target's
Stock (excluding treasury shares held by the Target).
The provisions of the Companies Act that protect the rights of the minority shareholders in connection with the
Share Consolidation stipulate that when fractional shares of less than one share are created as a result of the Share
Consolidation, the Target's shareholders (excluding the Offeror, TEIJIN, and the Target) may request the Target topurchase all fractional shares that they hold at a fair price and that they may file with the court a petition todetermine the price of the shares of the Target's Stock pursuant to Article 182-4 and Article 182-5 of the Companies
Act and other relevant laws and regulations.
As described above, in the Share Consolidation, the number of shares of the Target's Stock held by the Target's
shareholders who did not tender their shares in the Tender Offer (excluding the Offeror, TEIJIN, and the Target)
is expected to be fractions of less than one share, and therefore, the Target's shareholders who oppose to the Share
Consolidation (excluding the Offeror, TEIJIN, and the Target) may file the above petition. If such petition is filed,
the purchase price of the shares of the Target's Stock will ultimately be determined by the court.
-38-

In respect of the Restricted Stock, the allotment agreement for the Restricted Stock provides that if, during thetransfer restriction period, the consolidation of shares (limited to cases where such consolidation of shares resultsin the allotee of the Restricted Stock holding only a fraction of less than one share of the Restricted Stock) is
conducted, the Target shall acquire, without consideration, on the business day preceding the effective date of suchconsolidation of shares, all of the Restricted Stock for which the restriction on transfer has not been lifted as of thesame day. However, since the Target intends to enter into with the holders of the Restricted Stock the Amendment
Agreement, in the Squeeze-out Procedures, the Offeror plans to include the number of the Restricted Stockcorresponding to the service provision period in the Share Consolidation.
In addition, if the Offeror is unable to acquire all of the Stock Acquisition Rights in the Tender Offer and theStock Acquisition Rights remain unexercised, the Offeror plans to request the Target to acquire the Stock
Acquisition Rights, recommend that the Stock Acquisition Right Holders release the Stock Acquisition Rights,
and implement other reasonable procedures necessary to execute the Transaction, or the Offeror plans to
implement such procedures, however, the details have not yet been determined as of today. According to the Target,
the Target intends to cooperate if such request is received.
With respect to the above procedures, the method and timing of implementation may change, depending on thesituations such as amendments, effectuation, and interpretation by the authorities of relevant laws and regulations.
Even in such case, the method of finally delivering money to the Target's shareholders who did not tender in theTender Offer (excluding the Offeror, TEIJIN, and the Target) will be adopted, and in such case, the amount ofmoney to be delivered to each such shareholder will be calculated to be equal to the Tender Offer Price multipliedby the number of the shares of the Target's Stock held by each such shareholder. The Target will promptly announce
the specific procedures and timing of implementation in the above cases as soon as they are determined upon
discussion between the Offeror and the Target. The Tender Offer is not a solicitation for the Target's shareholders
to vote in favor of the proposals at the Extraordinary Shareholders' Meeting. The shareholders of the Target andStock Acquisition Right Holders are requested to confirm with professionals, such as tax accountants, at their
responsibility concerning tax treatment for tendering in the Tender Offer or in the procedures above.

(5) Possibility of delisting and reason therefor
The Target's Stock is listed on the Prime Market of the TSE as of today, however, the Offeror has not set the
maximum number of tendered shares to be purchased in the Tender Offer, and therefore, the Target's Stock may
be delisted through the prescribed procedures in accordance with the TSE's criteria for delisting depending on the
results of the Tender Offer.
Also, even if such criteria are not met as at the time of consummation of the Tender Offer, the Squeeze-Out
Procedures described in "(4) Policies on the organizational restructuring, etc. after the Tender Offer (mattersconcerning "two-step acquisition")" above are to be implemented after the consummation of the Tender Offer,and in such case, the Target's Stock will be delisted through the prescribed procedures in accordance with TSE'sdelisting criteria. After the delisting of the Target's Stock, the shares of the Target's Stock may no longer be tradedon the Prime Market of the TSE.

(6) Material agreements relating to the Tender Offer(I)

Basic Transaction Agreement
The Offeror entered into the Basic Transaction Agreement with TEIJIN, the Target's parent company asof June 18, 2024.
-39-

In the Basic Transaction Agreement, the Offeror and TEIJIN have mainly agreed (i) on theimplementation of the Tender Offer by the Offeror, (ii) not to tender all of the Target's Stock held by TEIJIN
in the Tender Offer, (iii) to exercise all of their voting rights, as a shareholder in the Target in favor of the
proposal to implement the Share Consolidation at the Extraordinary Shareholders' Meeting and fulfill any
and all actions necessary for the Squeeze-Out Procedures, and (iv) that TEIJIN will sell all of the Target's
Stock held by it in response to the Target's Stock Repurchase to be carried out by the Target after the
Squeeze-Out Procedures take effect.
Furthermore, with regard to (ii) not to tender all of the Target's Stock held by TEIJIN in the Tender Offer,
the Offeror and TEIJIN have agreed in the Basic Transaction Agreement as follows in relation tocounteroffer from third parties:(a) In the event that an offer, proposal or public announcement, etc. (which must be made without TEIJIN
violating (c) below, "Counteroffer") is made by a person other than the Offeror for the acquisition of theTarget's Stock at the consideration for acquisition equivalent to 5% or more in excess of the Tender
Offer Price after the execution of the Basic Transaction Agreement and before the last day of the Tender
Offer Period, TEIJIN may request the Offeror to discuss the increase of the Tender Offer Price and theTarget's Stock Repurchase Price up until the noon of the last day of the Tender Offer Period.
(b) (i) if the Offeror fails to lawfully increase the Tender Offer Price to an amount exceeding the amountequivalent to the consideration for acquisition in the Counteroffer by the earlier of the date on which 5
business days have elapsed from the date on which the Offeror was requested to have consultation or
the business day immediately preceding the last day of the Tender Offer Period, (the "End Date ofCounteroffer Consideration Period"), or (ii) if the Offeror fails to lawfully increase the Target's Stock
Repurchase Price such that the total amount of the after-tax proceeds to be paid to TEIJIN pursuant to
the Squeeze-Out Procedures and the Target's Stock Repurchase exceeds the amount equivalent to theconsideration for acquisition to be Paid to TEIJIN by accepting the Counteroffer (the after-tax proceeds
if the consideration is money) by the End Date of Counteroffer Consideration Period, or (iii) if TEIJIN
reasonably determines that not accepting the Counteroffer may constitute violation of the duty of careof a good manager of TEIJIN's directors, TEIJIN may decide to accept the Counteroffer. If TEIJIN
decides to accept the Counteroffer in accordance with this paragraph, it shall promptly notify the Offeror.
(c) until the End Date of Counteroffer Consideration Period, TEIJIN shall not: (i) enter into any agreementwith any person other than Offeror in connection with any transaction that substantially conflicts with
the Tender Offer or makes it difficult to consummate the Tender Offer; (ii) provide to any person otherthan Offeror any information regarding the Target or any other information in connection with suchtransaction; (iii) if TEIJIN or the Target has any undertaking from any third party other than the Offeror,
agree to exempt it or implement such action; or (iv) take any action that conflicts with or makes difficult
the implementation of the Tender Offer including any offer or solicitation of an offer for such transaction
or any discussions or negotiations relating to such transaction. Provided, however, that if a person otherthan the Offeror makes a Counteroffer without TEIJIN violating this paragraph, TEIJIN shall not be
precluded from accepting the Counteroffer in accordance with (b), from providing information, having
discussions, having negotiations or making agreements with the person who made the Counteroffer in
relation to the Counteroffer, or from taking any other actions that conflict with or make difficult theimplementation of the Tender Offer. However, TEIJIN shall provide the Offeror the same information
as that provided to the person who made the Counteroffer as soon as practically possible to the extent
permitted by laws and regulations.
(d) Up until the End Date of Counteroffer Consideration Period, if TEIJIN receives a Counteroffer from a-40-

person other than the Offeror or becomes aware of a Counteroffer, it shall notify the Offeror of that
effect and the details of the Counteroffer (to the extent that TEIJIN actually owns it and is able to notifyit) as soon as practically possible. Provided, however, that this shall not apply if the details of theCounteroffer are publicly announced.

(II)

Transition Service Agreement (Reverse TSA)The Offeror entered into a transition service agreement (reverse TSA) (the "Transition Service
Agreement (Reverse TSA)") with the Target and TEIJIN, the Target's parent company as of June 18, 2024,with regard to the IT services, etc. provided by the Target to the TEIJIN Group for the purpose of smoothand continuous operation of the TEIJIN Group.
In the Transition Service Agreement (Reverse TSA), the Offeror, the Target, and TEIJIN have mainly
agreed that (i) the Target continues to perform the duties relating to the project of the development, etc. ofIT systems for the TEIJIN Group, (ii) to the Target continues to perform the duties relating to the operationand maintenance of the IT systems of the TEIJIN Group, (iii) that the Target allows the TEIJIN Group to
Use certain assets or takes actions necessary for TEIJIN to Use them.
In addition, the Offeror has also agreed that the Offeror shall not conduct any Separation that would cause
the Digital Entertainment Business or Business Solution Business of the Target Group to be separated fromthe Target Group, nor shall it cause the Target Group to conduct any Separation for a period until two years
have elapsed from the date on which the Target has become a wholly-owned subsidiary of the Offeror(provided, however, that this shall not apply in cases where the Offeror, the Target and TEIJIN reasonably
consider that the failure to conduct the Separation due to a significant change in the business environment,
etc. would cause material damage to the corporate value of the Target Group).

(III)

Agreement on prohibition, etc. of business separation
The Offeror's Parent Company entered into a written agreement on the prohibition, etc. of businessseparation (the "Agreement") between the Target as of June 18, 2024, which includes the following content.
(a) In the Agreement, the Offeror's Parent company shall not implement any Separation that will result in
the Digital Entertainment Business or the Business Solution Business of the Target Group being
separated from the Target Group (including the Offeror) nor shall it cause the Target Group to
implement any Separation, for a period until 2 years have elapsed from the date on which the Target
has become a wholly-owned subsidiary of the Offeror (provided, however, that this shall not apply incases where the Offeror and the Target reasonably consider that the failure to conduct the Separation
due to a significant change in the business environment, etc. would cause material damage to thecorporate value of the Target Group).
(b) It has been confirmed that the Offeror expects to have all or part of the Target's Stock re-listed on thestock market as the method of exit after the end of the investment period.
(c) The Offeror's Parent Company represents and warrants that the matters stated in the letters of intent andother documents provided by the Offeror to the Target and the Special Committee of the Target inconnection with the examination and discussion of the Transaction are true and accurate, contain no
false content, and do not lack matters material to the Target's consideration of the Transaction or any
matters necessary for avoiding the Target's misunderstanding.
(d) If there is a breach of the representations and warranties of the Offeror's Parent Company pursuant to-41-

(c) above or a breach of the obligations under this Agreement, the Offeror's Parent Company shallindemnify the Target for any costs, losses or damages incurred by the Target as a result of such breach.

-42-

2.

Overview of the Tender Offer(1)

Overview of the Target
(I)

Name

INFOCOM CORPORATION(II)

Address

7-2, Akasaka 9-chome, Minato-ku, Tokyo(III)

Name and title of therepresentative

Jun Kuroda, President and CEO(IV) Description of business

Provision of electronic comic distribution services and planning, developing,
operating, and managing of information systems(V)

1,590,000 thousand yen (as of March 31, 2024)

Share capital(VI) Date of establishment

Major shareholders and(VII) ownership ratios(as of September 30, 2023)

February 12, 1983
TEIJIN LIMITED

57.88%The Master Trust Bank of Japan, Ltd. (trust account)

6.09%

BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)(MUFG Bank, Ltd. as standing proxy)

3.09%

INFOCOM Group Employee Shareholding Association

1.99%

Custody Bank of Japan, Ltd. (trust account)

1.78%

BNP PARIBAS LONDON BRANCH FOR PRIMEBROKERAGE CLEARANCE ACC FOR THIRD PARTY(The Hongkong & Shanghai Banking Corporation Limited,Tokyo Branch as standing proxy)
THE BANK OF NEW YORK MELLON 140040(Mizuho Bank, Ltd. as standing proxy)
JAPAN POST INSURANCE Co., Ltd.
(Custody Bank of Japan, Ltd. as standing proxy)
JP JPMSE LUX RE MERRILL LYNCH INTERNATIONAL
JP EQ CO 2
(MUFG Bank, Ltd. as standing proxy)
MSIP CLIENT SECURITIES(Morgan Stanley MUFG Securities Co., Ltd. as standing proxy)

1.51%

0.95%
0.93%
0.85%
0.85%

(VIII) Relationship between the Offeror and the Target(Note)(2)

Capital relationship

N/A

Personnel relationship

N/A

Business relationship

N/A

Status as related party

N/A

Descriptions in "(VII) Major shareholders and ownership ratios (as of September 30, 2023)" are based on"Status of Major Shareholders" stated in the Second Quarterly Report for the 42nd Fiscal Period submitted by
the Target on November 10, 2023.

Class of Shares to be Purchased(I) Common stock(II) Stock acquisition rights (stock acquisition rights in (i) through (viii) below are collectively referred to as the "Stock
Acquisition Rights")(i)
Stock acquisition rights for FY 2013 (the "FY 2013 Stock Acquisition Rights") issued based on the
resolution of the Target's board of directors meeting held on May 9, 2013 (exercise period: from June 1,-43-

2013 to May 31, 2043);(ii)

Stock acquisition rights for FY 2014 (the "FY 2014 Stock Acquisition Rights") issued based on the
resolution of the Target's board of directors meeting held on May 15, 2014 (exercise period: from June 7,2014 to June 6, 2044);(iii)

Stock acquisition rights for FY 2015 (the "FY 2015 Stock Acquisition Rights") issued based on the
resolution of the Target's board of directors meeting held on May 19, 2015 (exercise period: from June
10, 2015 to June 9, 2045);(iv)

Stock acquisition rights for FY 2016 (the "FY 2016 Stock Acquisition Rights") issued based on the
resolution of the Target's board of directors meeting held on May 20, 2016 (exercise period: from June
14, 2016 to June 13, 2046);(v)

Stock acquisition rights for FY 2017 (the "FY 2017 Stock Acquisition Rights") issued based on the
resolution of the Target's board of directors meeting held on May 19, 2017 (exercise period: from June
13, 2017 to June 12, 2047);(vi)

Stock acquisition rights for FY 2018 (the "FY 2018 Stock Acquisition Rights") issued based on the
resolution of the Target's board of directors meeting held on May 18, 2018 (exercise period: from June
12, 2018 to June 11, 2048);(vii)

Stock acquisition rights for FY 2019 (the "FY 2019 Stock Acquisition Rights") issued based on the
resolution of the Target's board of directors meeting held on May 20, 2019 (exercise period: from June
12, 2019 to June 11, 2049); and(viii)

Stock acquisition rights for FY 2020 (the "FY 2020 Stock Acquisition Rights") issued based on the
resolution of the Target's board of directors meeting held on May 20, 2020 (exercise period: from June
12, 2020 to June 11, 2050).

(3)

Schedule(I)

Schedule
Determination dateJune 18, 2024 (Tuesday)June 19, 2024 (Wednesday)
Date of public notice of An electronic public notice will be made and a notice to that effect will becommencement of tender offer
published in the Nihon Keizai Shimbun.
(Electronic public notice address: https://disclosure2.edinet-fsa.go.jp/)
Tenderoffer
registration
statement submission dateJune 19, 2024 (Wednesday)(II) Initial period of tender offer set at the time of submission of the registration statement
30 business days from June 19, 2024 (Wednesday) to July 31, 2024 (Wednesday)(III) Possibility of extension upon request by the Target
N/A(IV) Contact information for confirming extension of period
N/A(4)

Purchase price(I)

6,060 yen per share of common stock

(II)
(i)

Stock acquisition rights
1 yen per unit of FY 2013 Stock Acquisition Rights
-44-

(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)(5)

1 yen per unit of FY 2014 Stock Acquisition Rights
1 yen per unit of FY 2015 Stock Acquisition Rights
1 yen per unit of FY 2016 Stock Acquisition Rights
1 yen per unit of FY 2017 Stock Acquisition Rights
1 yen per unit of FY 2018 Stock Acquisition Rights
1 yen per unit of FY 2019 Stock Acquisition Rights
1 yen per unit of FY 2020 Stock Acquisition Rights

Basis of calculation of purchase price(I) Basis of calculation(ⅰ) Common stock
In determining the Tender Offer Price, based on materials regarding financial information disclosed by theTarget, the results of the due diligence conducted on the Target from April 1, 2024 to May 17, 2024, the financial
conditions of business and conditions of legal affairs of the Target, the results of discussions and negotiations with
the Target and TEIJIN regarding the Tender Offer Price, etc. the Offeror ultimately determined the Tender Offer
Price to be 6,060 yen on June 18, 2024.
The Tender Offer Price (6,060 yen) respectively includes a premium of 5.57% over the closing price (5,740
yen) of the Target's Stock on the Prime Market of the TSE as of June 17, 2024, i.e. the business day immediately
prior to the date of announcement of the Tender Offer, 23.60% over the simple average closing price (4,903 yen)for the one month until such date, 70.37% over the simple average closing price (3,557 yen) for the three months
until such date, and 102.47% over the simple average closing price (2,993 yen) for the six months until such date.
The Tender Offer Price of 6,060 yen respectively includes a premium of 177.35% over the closing price (2,185
yen) of the Target's Stock on the Prime Market of the TSE as of March 8, 2024, where it is considered that thestock price of the Target was not affected by the speculative report by Mergermarket regarding the sale of theTarget's Stock by TEIJIN (after the closing of the market on March 8, 2024), 168.50% over the simple averageclosing price (2,257 yen) for the one month until such date, 155.27% over the simple average closing price (2,374
yen) for the three months until such date, and 142.69% over the simple average closing price (2,497 yen) for thesix months until such date.
Also, the Tender Offer Price of 6,060 yen is calculated by adding a premium of 103.29% over the closing price(2,981 yen) of the Target's Stock on the Prime Market of the TSE as of May 9, 2024, where it is considered thatthe stock price of the Target was not affected by the speculative report by Bloomberg regarding the sale of theTarget's Stock by TEIJIN (after the closing of the market on May 9, 2024), 119.17% over the simple averageclosing price (2,765 yen) for the one month until such date, 132.18% over the simple average closing price (2,610
yen) for the three months until such date, and 140.38% over the simple average closing price (2,521 yen) for thesix months until such date.
The Offeror has not obtained a share valuation report from a third-party valuator, since it determined the Tender
Offer Price through discussions and negotiations with the Target and TEIJIN, while comprehensively taking into
consideration the above factors, such as whether the Target supports the Tender Offer and the prospects ofconsummation of the Tender Offer.

(ⅱ) Stock Acquisition Rights
The Stock Acquisition Rights were granted to the directors and the executive officers of the Target as stock
options. As a condition for exercising the rights, they may only be exercised within 5 years (FY 2013 Stock
Acquisition Rights – FY2018 Stock Acquisition Rights) or 10 years (FY 2019 Stock Acquisition Rights – FY 2020
Stock Acquisition Rights) from the day following the date on which the directors and executive officers of the-45-Target, its subsidiaries, or its affiliates ceased to hold any of their positions. Therefore, even if the Offeror acquires
the Stock Acquisition Rights, it will not be able to exercise these rights. Accordingly, the Offeror determined theStock Acquisition Right Purchase Price to be 1 yen on June 18, 2024.
The Offeror has not obtained a valuation report from a third-party valuator in determining the Stock Acquisition
Right Purchase Price.
(II) Process of calculation
As described in "(II) Discussions between the Offeror, and the Target and TEIJIN, process of decision-making
by the Offeror" under "(2) Background and purposes of the Tender Offer and decision-making process leading to
the implementation of the Tender Offer, and management policy after the Tender Offer" under "1. Purposes of theTender Offer" above, on February 28, 2024, Blackstone received from Nomura Securities, TEIJIN's financial
advisor, the First Process Letter in connection with the transfer of the Target's Stock held by TEIJIN.
In early March 2024, Blackstone appointed Goldman Sachs Japan as a financial advisor that is independent of
the Tender Offer Related Parties, and AMT as a legal advisor that is independent of the Tender Offer Related
Parties, and analyzed the growth potential and profitability of each of the Target's Digital Entertainment Businessand Business Solution Business and the collaborative plan with Blackstone, based on publicly disclosed
information. As a result, Blackstone has come to believe that while the Digital Entertainment Business has been
driving the Target's growth based on its strong electronic comics platform, and the Business Solution Business has
supported the Target's performance as a stable business, both businesses are in a phase where further investment
is required in the future, and the use of Blackstone's global investment experience and network, cooperation withportfolio companies, and the sharing of best practices, etc. will enable it to contribute to the Target's business vision
over the medium-to-long term.
Based on such consideration, Blackstone decided to participate in the First Bidding Process pertaining to theTransaction, and on March 21, 2024, Blackstone submitted the First Letter of Intent to Nomura Securities
regarding its intent concerning taking the Target's Stock private, the purchase price in the Tender Offer, thestructure outline, the outline of the assumed schedule, etc. In the First Letter of Intent, Blackstone proposed thesame structure as the Tender Offer, the Squeeze-out Procedures, and the Target's Stock Repurchase from theperspective of maximizing the interests of shareholders and smoothly executing the transaction.
Subsequently, in late March 2024, TEIJIN received letters of intent from multiple candidates includingBlackstone, and therefore carefully examined the contents of such letters of intent, and selected multiple candidates
that passed the First Bidding Process. The Target received, from TEIJIN, notice of such multiple candidates andthat the Second Bidding Process will be commenced.
Thereafter, on April 1, 2024, Blackstone was notified by Nomura Securities that it was allowed to participate in
the Second Bidding Process and obtained the opportunity to participate in the Second Bidding Process. For
approximately 7 weeks from April 1 to May 17 of the same year, Blackstone conducted a full scale due diligenceon the Target's business, finance, and legal affairs, interviews with the Target's management team, and interviews
with working-level employees to examine the Target's business plan, and verify the synergies in connection withthe acquisition of the Target's stock and the disadvantages associated with taking the Target's stock private, andproceeded with further analysis and consideration, including the calculation of corporate value and thecollaborative plan after the Transaction.
As a result of such examination, based on the results of the due diligence conducted from April 1, 2024 to May
17, 2024, Blackstone submitted to TEIJIN the Second Letter of Intent on May 17, 2024 to the effect that, (i) the
Tender Offer Price shall be 5,570 yen (which reflected a premium of 49.33% over the closing price (3,730 yen) of
the Target's Stock on the Prime Market of the TSE as of May 16, 2024, the business day preceding the date of the
proposal, 85.54% over the simple average closing price (3,002 yen) for the one month until such date, 104.40%-46-

over the simple average closing price (2,725 yen) for the three months until such date, and 116.73% over thesimple average closing price (2,570 yen) for the six months until such date), and (ⅱ) the Stock Acquisition Right
Purchase Price in the Tender Offer shall be 1 yen.
Thereafter, Blackstone negotiated with TEIJIN on the contents of the Basic Transaction Agreement and theTransition Service Agreement (Reverse TSA) submitted together with the Second Letter of Intent, and other terms
and conditions of the Transaction. Blackstone also continued after May 17, 2024 to examine the possibility ofenhancement of the corporate value of the Target in the medium-to-long term through the Transaction, and madea written proposal to TEIJIN on the 30th day of the same month comprehensively taking into account suchexamination and the competitive situation in the Second Bidding Process, to set the Tender Offer Price at 6,060
yen (which reflected a premium of 33.19% over the closing price (4,550 yen) of the Target's Stock on the Prime
Market of the TSE as of May 29, 2024, which is the business day preceding the date of the proposal, 66.58% overthe simple average closing price (3,638 yen) for the one month until such date, 102.20% over the simple averageclosing price (2,997 yen) for the three months until such date, and 124.78% over the simple average closing price(2,696 yen) for the six months until such date).
On the same day, Blackstone was informed by TEIJIN that it had selected Blackstone as a final purchaser
candidate who submitted the best Second Letter of Intent including the tender offer price, and would commence
discussions and examinations towards implementation of the Transaction including the Target's Stock Repurchase,and Blackstone entered into a memorandum of understanding concerning the granting of an exclusive negotiationright.
Thereafter, as TEIJIN and the Target accepted the Second Letter of Intent, the Offeror decided on June 18, 2024
to carry out the Tender Offer, entered into the Basic Transaction Agreement with TEIJIN, and agreed with TEIJIN
to set the Tender Offer Price at 6,060 yen, the Stock Acquisition Right Purchase Price at 1 yen, and the Target's
Stock Repurchase Price at 4,231 yen. The Tender Offer Price of 6,060 yen reflected a premium of 177.35% overthe closing price (2,185 yen) of the Target's Stock on the Prime Market of the TSE as of March 8, 2024, where it
is considered that the stock price of the Target was not affected by the speculative report by Mergermarket (after
the closing of the market on March 8, 2024) concerning the sale of the Target's Stock by TEIJIN, 168.50% overthe simple average closing price (2,257 yen) for the one month until such date, 155.27% over the simple averageclosing price (2,374 yen) for the three months until such date, and 142.69% over the simple average closing price(2,497 yen) for the six months until such date, and a premium of 103.29% over the closing price (2,981 yen) of
the Target's Stock on the Prime Market of the TSE as of May 9, 2024, where it is considered that the stock priceof the Target was not affected by the speculative report by Bloomberg (after the closing of the market on May 9,2024) concerning the sale of the Target's Stock by TEIJIN, 119.17% over the simple average closing price (2,765
yen) for the one month until such date, 132.18% over the simple average closing price (2,610 yen) for the threemonths until such date, and 140.38% over the simple average closing price (2,521 yen) for the six months until
such date.
The structure remained unchanged from the First Letter of Intent and the Second Letter of Intent, and the Offeror
and TEIJIN agreed on the same structure as the Tender Offer, Squeeze-Out Procedures, and the Target's Stock
Repurchase.

(III) Relationship with valuator
The Offeror determined the Tender Offer Price by comprehensively considering the factors described in "(I) Basisof calculation" above and through discussions and negotiations with the Target, and has not obtained a valuation reportor a fairness opinion from a third-party valuator. Therefore, it has no applicable relationship.
(6)

Number of Shares, Etc. to be purchased-47-Class of Shares, Etc.

Number of tenderedshares to be purchased

Minimum number oftendered shares to bepurchased

Maximum number oftendered shares to bepurchased

Common Stock

23,331,718 shares

5,036,700 shares- sharesTotal

23,331,718 shares

5,036,700 shares- shares(Note 1) If the total number of the Tendered Shares is less than the minimum number of tendered shares to bepurchased in the Tender Offer (5,036,700 shares), the Offeror will purchase etc. none of the Tendered
Shares. If the total number of the Tendered Shares is no less than the minimum number of tendered shares
to be purchased in the Tender Offer (5,036,700 shares), the Offeror will purchase etc. all of the Tendered
Shares.
(Note 2) Since the maximum number of tendered shares to be purchased in the Tender Offer has not been set, themaximum number of the Target's Stock that the Offeror shall purchase in the Tender Offer (23,331,718
shares) is described as the number of tendered shares to be purchased. This is the number of shares(23,331,718 shares) calculated by deducting the number of Non-Tendered Shares (31,760,000 shares)
from the Total Number of Shares after Consideration of Dilutive Shares (55,091,718 shares).
(Note 3) Shares less than one unit are also subject to the Tender Offer. If a shareholder exercises the right to demandpurchase of shares which is less than one unit pursuant to the Companies Act, the Target may purchaseits shares during the Tender Offer Period in accordance with statutory procedures.
(Note 4) The treasury shares held by the Target are not scheduled to be acquired through the Tender Offer.
(Note 5) Although the Stock Acquisition Rights may be exercised by the last day of the Tender Offer Period, theTarget's Stock issued or delivered as a result of such exercise will also be subject to the Tender Offer.

(7)

Changes in percentage of ownership of Shares, Etc. after Tender Offer
Number of voting rights pertaining to(Ownership ratio of Shares, Etc. prior to thethe Shares, Etc. held by the Offeror- units
tender offer: - %)prior to the tender offer
Number of voting rights pertaining to(Ownership ratio of Shares, Etc. prior to thethe Shares, Etc. held by special related
317,600 units
tender offer: 57.65%)
parties prior to the tender offer
Number of voting rights pertaining to(Ownership ratio of Shares, Etc. after thethe Shares, Etc. held by the Offeror
233,317 units
tender offer: 42.35%)
after the tender offer
Number of voting rights pertaining to(Ownership ratio of Shares, Etc. after thethe Shares, Etc. held by special related
317,600 units
tender offer: 57.65%)
parties after the tender offer
Total number of voting rights of all
548,644 units
shareholders of the Target(Note 1) "Number of voting rights pertaining to the Shares, Etc. held by the Offeror after the tender offer" is thenumber of voting rights pertaining to the number of Shares, Etc. to be purchased in the Tender Offer(23,331,718 shares).
(Note 2) Each of "Number of voting rights pertaining to the Shares, Etc. held by special related parties prior to thetender offer" and "Number of voting rights pertaining to the Shares, Etc. held by the Offeror after the tender
offer" is the total number of voting rights pertaining to the Shares, Etc. held by special related parties(excluding those who are excluded from special related parties pursuant to Article 3, Paragraph 2, Item 1 of
the Cabinet Office Ordinance on Disclosure of Takeover Bids of Shares Conducted by Non-Issuers(Ministry of Finance Japan Ordinance No. 38 of 1990, as amended; the "TOB Order") for the purpose of
calculating the ownership ratio of Shares, Etc. under each Item of Article 27-2, Paragraph 1 of the Act).
-48-

(Note 3) "Total number of voting rights of all shareholders of the Target" is the number of the voting rights of allshareholders as of September 30, 2023 as described in the "Third Quarterly Report for the 42nd Fiscal
Period" submitted by the Target on February 9, 2024 (the number of shares in one unit is stated as 100
shares). However, because shares less than one unit (excluding treasury shares of less than one unit held by
the Target) and shares in the Target to be delivered upon exercise of the Share Acquisition Rights are subject
to the Tender Offer, "Ownership ratio of Shares, Etc. prior to the tender offer" and "Ownership ratio of
Shares, Etc. after the tender offer" are calculated using the number of voting rights (550,917 units)
pertaining to the Total Number of Shares after Consideration of Dilutive Shares (55,091,718 shares) as thedenominator.
(Note 4) "Ownership ratio of Shares, Etc. prior to the tender offer" and "Ownership ratio of Shares, Etc. after thetender offer" are indicated by rounding off to the second decimal place.
(8)

Purchase price: 141,390 million yen(Note) "Purchase price" is the amount calculated by multiplying the tendered shares to be purchased in the Tender
Offer (23,331,718 shares) by the Tender Offer Price (6,060 yen).

(9)

Method of settlement(I) Name and address of the head office of securities corporations or banks etc. in charge of the settlement ofpurchase
Mizuho Securities Co., Ltd.
5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo(II) Commencement date of settlement
August 7, 2024 (Wednesday)(III) Method of settlement
A notice of purchase, etc. through the Tender Offer shall be mailed to the addresses of the shareholders tendering
their shares under the Tender Offer (the "Tendering Shareholders") (or the addresses of standing proxies in the caseof shareholders that reside outside Japan (including corporate shareholders; the "Non-Resident Shareholders"))
without delay after the expiry of the Tender Offer Period. Payment for the shares will be made in cash. The tender
offer agent will, without delay after the commencement date of settlement and in accordance with the instructions of
the Tendering Shareholders (or their standing proxies in the case of Non-Resident Shareholders), remit the proceedsof the Shares, Etc. purchased to the place designated by the Tendering Shareholders (or their standing proxies in thecase of Non-Resident Shareholders) or transfer the proceeds to the account of the Tendering Shareholders with thetender offer agent that has accepted the tender.
(IV) Method of return of Shares, Etc.
If none of the Tendered Shares is purchased pursuant to the conditions set out in "(I) Conditions set forth in Article
27-13, Paragraph 4 of the Act and the details thereof" or "(II) Conditions for withdrawal of the Tender Offer, details
thereof and method of disclosure for withdrawal" in "(10) Other Conditions and Methods of Tender Offer," the tender
offer agent will return the Shares, Etc. which must be returned promptly two business days after the last day of theTender Offer Period (in the case of a withdrawal of the Tender Offer, the date of such withdrawal). The share of theTarget's Stock will be returned by restoring them to the condition in which they were tendered and, in the case of theStock Acquisition Rights, the documents submitted in connection with the tender of the Stock Acquisition Rights
will be returned to the Tendering Shareholders either by delivery or by mail to their addresses, depending on the
instructions of the Tendering Shareholders.

(10)

Other conditions and methods of Tender Offer(I)

Conditions set forth in Article 27-13, Paragraph 4 of the Act and the details thereof-49-

If the total number of the Tendered Shares is less than the minimum number of tendered shares to be purchased in
the Tender Offer (5,036,700 shares), the Offeror will purchase, etc. none of the Tendered Shares. If the total numberof the Tendered Shares is no less than the minimum number of tendered shares to be purchased in the Tender Offer(5,036,700 shares), the Offeror will purchase, etc. all of the Tendered Shares.
(II) Conditions for withdrawal of the Tender Offer, details thereof and method of disclosure for withdrawal
Upon the occurrence of any of the matters provided in Article 14, Paragraph 1, Items (i) (a) through (j) and (m)through (s), Items (iii) (a) through (h) and (j) and Item (iv), and Article 14, Paragraph 2, Items (iii) through (vi) of the
Enforcement Order of the Financial Instruments and Exchange Act (Government Ordinance No. 321 of 1965, as
amended; the "Enforcement Order"), the Tender Offer may be withdrawn. The "facts equivalent to those set forth in(a) to (i)" stipulated in Article 14, Paragraph 1, Item (iii) (j) of the Enforcement Order means: (i) discovery of a false
statement concerning a material item or an omission of a statement concerning a material item that is required to bestated in the statutory disclosure documents submitted by the Target in the past, and the Offeror did not know, and in
the exercise of reasonable care could not have known, of the existence of such false statement or the like; or (ii)occurrence of any of the facts listed in (a) to (g) of the same Item with respect to the Target's important subsidiary.
With respect to a Prior Notification given by the Offeror to the Japan Fair Trade Commission pursuant to Article
10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of
1947, as amended; the "Antimonopoly Act"), if, by the day immediately preceding the date of expiration of the Tender
Offer Period (including any extension thereof), (i) the Offeror receives a Prior Notice of the Cease and Desist Orderfrom the Japan Fair Trade Commission ordering disposal of all or part of the Target's Stock, assignment of part of theOfferor's businesses, or any other similar disposal; (ii) the Measure Period during which a Prior Notice of the Cease
and Desist Order must be given pursuant to the Antimonopoly Act does not expire; or (iii) the Offeror becomes subject
to a petition for emergency suspension order from a court as a person who is suspected of violating Article 10,
Paragraph 1 of the Antimonopoly Act, the Offeror may withdraw the Tender Offer for the reason that it has failed toobtain "licenses, etc." under Article 14, Paragraph 1, Item (iv) of the Enforcement Order. In addition, if, upon anotification submitted pursuant to Article 27, Paragraph 1 of the Foreign Exchange and Foreign Trade Act (Act No.
228 of 1949, as amended; the "Foreign Exchange Act"), the Minister of Finance and the competent minister forbusiness finds it necessary to examine if, or determines that, the relevant inward direct investment, etc. falls under the
inward direct investment, etc. that is a matter of national security or a similar concern, and the waiting period whichis required before the Offeror becomes able to acquire the Target's Stock is extended or changes to or discontinuationof the inward direct investment, etc.is recommended by the day immediately preceding the date of expiration of theTender Offer Period (including any extension thereof), the Offeror may withdraw the Tender Offer for the reason thatit has failed to obtain "licenses, etc." under Article 14, Paragraph 1, Item (iv) of the Enforcement Order.
If the Offeror decides to withdraw the Tender Offer, it shall give a public notice electronically and publish a noticeto that effect in the Nihon Keizai Shimbun. If it is difficult to make a public notice by the last day of the Tender Offer
Period, the Offeror shall make an announcement by the method prescribed in Article 20 of the TOB Order, and give
public notice immediately thereafter.
(III) Conditions of reduction of purchase price and method of disclosure of the reduction
If the Target conducts any act prescribed in Article 13, Paragraph 1 of the Enforcement Order during the Tender
Offer Period, then pursuant to the provisions of Article 27-6, Paragraph 1, Item (i) of the Act, the Offeror may reduce
the price of tender offer in accordance with the standards prescribed in Article 19, Paragraph 1 of the TOB Order.
If the Offeror decides to reduce the purchase price, it shall give a public notice electronically and publish a noticeto that effect in the Nihon Keizai Shimbun. If it is difficult to make a public notice by the last day of the Tender Offer
Period, the Offeror shall make an announcement by the method prescribed in Article 20 of the TOB Order, and give
public notice immediately thereafter. If the price of tender offer is reduced, the Tendered Shares that were tendered on-50-

or before the date of the relevant public notice shall also be purchased at the reduced price of tender offer.
(IV) Matters concerning the right of Tendering Shareholders to cancel their tender
The Tendering Shareholders may cancel the agreement concerning the Tender Offer at any time during the Tender
Offer Period. Tendering Shareholders who wish to cancel such agreements must deliver, or send by mail, a document
stating that such Tendering Shareholders cancel agreements concerning the Tender Offer (the "Cancellation Notice")to the head office or any branch office of the tender offer agent that accepted the tender no later than 3:00 p.m. on thelast day of the Tender Offer Period. Cancellation of agreements will become effective upon delivery to or receipt by
the tender offer agent of the Cancellation Notice. Accordingly, please note that the agreements may not be cancelledunless the Cancellation Notice, if sent by mail, is received by the tender offer agent by no later than 3:00 p.m. on thelast day of the Tender Offer Period.
The Offeror will not seek compensatory damages or penalties from the Tendering Shareholders for cancelling theagreement. The Offeror will also bear the cost for returning the Tendered Shares. If cancellation is requested, theTendered Shares will be returned promptly after the completion of the procedures relating to the cancellation request
in the manner described in "(IV) Method of return of Shares, Etc." under "(9) Method of Settlement" above.
(V) Method of disclosure of amendment to the conditions of Tender Offer (if any)
The Offeror may change the terms for purchase during the Tender Offer Period, excluding the changes prohibitedby Article 27-6, Paragraph 1 of the Act and Article 13 of the Enforcement Order. If the Offeror decides to change theterms for purchase, it shall give a public notice electronically on the contents of the change and publish a notice tothat effect in the Nihon Keizai Shimbun. If it is difficult to make a public notice by the last day of the Tender Offer
Period, the Offeror shall make an announcement by the method prescribed in Article 20 of the TOB Order, and give
public notice immediately thereafter. If the terms for purchase are changed, the Tendered Shares that were tenderedon or before the date of the relevant public notice shall also be purchased at the terms of purchase after the change.
(VI) Method of disclosure of amendment statement (if any)
If the Offeror submitted an amendment statement to the Director of the Kanto Local Finance Bureau (excluding asubmission pursuant to the proviso of Article 27-8, Paragraph 11 of the Act), it shall immediately announce the mattersstated in the amendment statement that relate to the matters stated in the public notice concerning commencement of
the tender offer by the method prescribed in Article 20 of the TOB Order. The Offeror must also immediately amend
the Tender Offer Explanatory Statement and deliver the amended Tender Offer Explanatory Statement to theTendering Shareholders who have already received the Tender Offer Explanatory Statement. However, if theamendment is minor, the Offeror shall instead prepare a document stating the reasons for the amendment, the items
that were amended, and the contents after the amendment, and deliver that document to the Tendering Shareholders.
(VII) Method of disclosure of results of Tender Offer
The Offeror will announce the results of the Tender Offer on the day immediately after the last day of the Tender
Offer Period by the method stipulated in Article 9-4 of the Enforcement Order and Article 30-2 of the TOB Order.
(11)

Public notice date of commencement of the Tender Offer
June 19, 2024 (Wednesday)(12)

Tender offer agent
Mizuho Securities Co., Ltd.
5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo

3.

Policies after the Tender Offer and Future Prospects-51-

For the policies after the Tender Offer, please refer to "(2) Background and purposes of the Tender Offer and decisionmaking process leading to the implementation of the Tender Offer, and management policy after the Tender Offer," "(4)Policies on the organizational restructuring, etc. after the Tender Offer (matters concerning "two-step acquisition")," and"Possibility of delisting and reason therefor" under "1. Purposes of the Tender offer" above.

4.

Others(1)

Existence and details of the agreement between the Offeror and the Target or the officers thereof(I)

Opinion in favor of and recommendation to tender in the Tender Offer
According to the Target's Press Release, the Target resolved at its board of directors meeting held today that it will
express its opinion supporting the Tender Offer and recommend that its shareholders tender their shares in the Tender
Offer, and the decision of the Stock Acquisition Right Holders as to whether to tender in the Tender Offer shall be left
to the discretion of the Stock Acquisition Right Holders.
For details, please refer to the Target's Press Release and "(V) Unanimous approval of all disinterested directors of
the Target and the opinion of all disinterested auditors of the Target that they have no objection" under "(3) Measures
to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price andmeasures to avoid conflict of interests" under "1. Purposes of the Tender Offer" above.

(II)

Target's Stock RepurchaseAccording to the Target's Press Release and explanation made by the Target, the Target deems that the Transaction
will contribute to enhancing the corporate value of the Target, and plans to conduct the Target’s Stock Repurchase aspart of the Transaction at the Target's Stock Repurchase Price of 4,231 yen, after the Share Consolidation, which will
be conducted after the consummation of the Tender Offer, has become effective.
While the Target's Stock Repurchase will be conducted within the scope of the distributable amount of the Target,
for the purpose of securing a distributable amount to conduct the Target's Stock Repurchase and securing funds to
conduct the Target's Stock Repurchase among others, the Offeror will provide the Funding to the Target, and for the
purpose of securing a distributable amount to conduct the Target's Stock Repurchase, the Target plans to conduct the
Capital Reduction.
For details, please refer to the Target's Press Release and "(II) Discussions between the Offeror and the Target and
TEIJIN, process of decision-making by the Offeror" under "(2) Background and purposes of the Tender Offer anddecision-making process leading to the implementation of the Tender Offer, and management policy after the Tender
Offer" under "1. Purposes of the Tender Offer" above.

(III)

Other material agreements relating to the Tender Offer
The Offeror has executed the Transition Service Agreement (Reverse TSA) and the Agreement with the Target asof June 18, 2024. For details of such agreements, please refer to "(6) Material agreements relating to the Tender Offer"
under "1. Purposes of the Tender Offer."

(2)
(I)

Other information deemed necessary for the investors to decide whether to tender in the tender offer
Announcement of "Notification Regarding Revision of Dividend of Surplus Forecast for the Fiscal Year Ending
March 31, 2025 (No Dividend) and Abolition of Shareholder Benefit Plan"
According to the Target, the Target resolved at its board of directors meeting held today that, subject to theconsummation of the Tender Offer, the interim dividend and year-end dividend for the fiscal year ending March
2025, which were announced by the Target on April 25, 2024, shall be revised and dividends of surplus for theterms for which their respective record dates are set at September 30, 2024 (end of second quarter) and March
31, 2025 (year-end) will not be paid, and also that the shareholder benefit plan shall be abolished from the fiscal
year ending March 31, 2025.
For details, please refer to the "Notification Regarding Revision of Dividend of Surplus Forecast for the Fiscal
Year Ending March 2025 (No Dividend) and Abolition of Shareholder Benefit Plan" announced by the Target-52-

today.
(II)

Announcement of "Summary of Consolidated Financial Results for the Year Ended March 31, 2024 (Based onJapanese GAAP)"The Target filed its Summary Securities Report on April 25, 2024, and the outline of the announcement is asfollows. Please note that said details have not been audited by an audit corporation pursuant to Article 193-2,
Paragraph 1 of the Act. The following outline of the announcement is a partial excerpt of the details announced
by the Target. Please refer to the announcement for details.
Profits and losses (consolidated)(Unit: million yen)
Fiscal Year Ended March 31, 2024
84,45344,28230,386
121
13
6,609

Fiscal YearNet Sales
Cost of Sales
Sales, general and administrative expenses
Non-operating income
Non-operating expenses
Profit attributable to owners of parent
Profits and losses per share (consolidated)

Fiscal Year Ended March 31, 2024

Fiscal Year
Basic earnings per share (yen)120.50

Dividend per share (yen)45.00

Net asset per share (yen)888.43
END-53-

【Restrictions on Solicitation】
This press release is a press release to announce the Tender Offer to the public and has not been prepared for the
purpose of soliciting sales. When applying for the offer to sell, please make sure to read the Tender Offer Explanatory
Statement regarding the Tender Offer and apply for the offer at your own discretion. This press release does notconstitute or form part of any offer or invitation to sell or solicitation of any offer to buy any securities, nor shall thispress release (or any part thereof) or the fact of its distribution form the basis of any agreement relating to the Tender
Offer, nor may it be relied upon in entering into any such agreement.
【U.S. Regulations】
・The Tender Offer is for the acquisition of the Target's Stock. The Tender Offer will be conducted in accordance withthe procedures and information disclosure standards prescribed by the Financial Instruments and Exchange Act ofJapan, which may differ from the procedures and information disclosure standards in the United States. In particular,
Section 13(e) and Section 14(d) of the U.S. Securities Exchange Act of 1934 (as amended, the same applies hereunder)
and the rules prescribed thereunder do not apply to the Tender Offer, and the Tender Offer does not conform to those
procedures and standards. The financial information included in this press release was prepared based on the Japanese
Accounting Standards, which may differ significantly from those of other countries, including the United States. As
the Offeror and the Target are incorporated outside of the United States, and all or some of its executives are notresidents of the United States, it may be challenging to exercise rights or requests based on securities-related laws of
the United States. Also, courts of the United States may be unable to take legal action against entities incorporated
outside of the United States or their executives based on violation of securities-related laws of the United States.
Furthermore, entities incorporated outside of the United States, their subsidiaries and affiliates, and their executives
may fall outside of the jurisdiction of the courts of the United States.
・The financial advisors to the Offeror and the Target, as well as the tender offer agent (including their related parties)
may engage in purchases of Target's Stock, not through the Tender Offer, for their own account or for their customers'
accounts or may engage in acts for such purchases to the extent undertaken in the ordinary course of their businesses
and to the extent permitted under the Financial Instruments and Exchange Act of Japan and other applicable laws andregulations, in accordance with the requirements of Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934, during
the Tender Offer Period. Such purchases may be conducted at a market price through a market transaction, or at a pricedetermined through negotiations off-market. In the event that information regarding such purchases is disclosed inJapan, such information will also be disclosed on the English website of the financial advisor, the Target, or the tender
offer agent conducting such purchases, or will otherwise be made publicly available.
・Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely in Japanese. Allor a part of the documentation relating to the Tender Offer will be prepared in the English language; however, if there
is any inconsistency between the English-language documentation and the Japanese-language documentation, theJapanese-language documentation will prevail.
・This press release includes statements that fall under "forward-looking statements" as defined in Section 27A of the
U.S. Securities Act of 1933 (as amended) and Section 21E of the U.S. Securities Exchange Act of 1934. Due to known
and unknown risks and uncertainties, actual results may differ significantly from the statements that are implicitly or
explicitly forward-looking. The Offeror and its affiliates do not guarantee for such implicit and explicit forwardlooking statements to materialize. The "forward-looking statements" in this press release were prepared based on
information obtained by the Offeror as of the date hereof, and unless required by law, the Offeror and its affiliates are
not obligated to amend or revise such forward-looking statements.
・In the event a shareholder's right to demand the purchase of fractional shares of less than one unit is exercised inaccordance with the Companies Act, the Target may purchase its treasury shares during the Tender Offer Period in
accordance with the procedures set forth in the laws and regulations.
【Other Countries】
Certain countries or regions may impose legal restrictions on the announcement, publication, or distribution of this-54-

press release. In such cases, please be aware of and comply with those restrictions. This shall not constitute a solicitationof an offer to purchase or an offer to sell shares in connection with the Tender Offer, and shall be deemed to be merely
the distribution of materials as information.

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