FY2024 Q2 Financial Results

August 13, 2024
Frontier Management Inc. (FMI)TSE Prime Market: 7038

Table of Contents

Section 1

FY2024 Q2 Financial Results and Company-wide Overview

Section 2

Consulting Businesses Overview

Section 3

M&A advisory Business Overview

Section 4

Investment Business Overview

Appendix

Corporate Profile

1Section 1

FY2024 Q2 Financial Results and Company-wide Overview

FY2024 Q2 Financial Results and Company-wide Overview

EntireGroup

Summary: Frontier Management Group Consolidated Financial Statement[Entire Group]- In Q2 of FY2024, net sales and operating income were 91% and 16% of the levels a year earlier, respectively.
- Consulting-based businesses (Management Consulting Business, Revitalization Support Business and Other Business) maintained upward
momentum, achieving record-high net sales throughout (compared with levels a year earlier, net sales for the first six-month period were
111% and net sales for Q2 only were 118%).
- Net sales of the M&A Advisory Business are highly volatile because of its nature as a success fee-based business, resulting in a significant
decrease in net sales from a year ago when success fees for large M&A deals were recorded. On the other hand, the order backlog in the
M&A Advisory Business remained high as of the end of June 2024, and given success fees from Q3 onwards there is no change to the outlook
for achieving the sales budget.
- The number of employees at the end of June 2024 was 428, a net increase of 59 from the end of FY2023. This represents progress of 84%
toward achievement of the FY2024 personnel expansion plan of 70 employees.
- Frontier Capital Inc. (FCI) has completed investment in two companies to date. In July, FCI implemented a JPY 5 billion capital increase.
Operations for investment activities in line with the investment plan are underway.
(JPY Mil.)Net sales
Operating income(Operating income margin)
Ordinary income(Ordinary income margin)
Net income attributable toowners of parent(Net income margin attributableto owners of parent)

YoY change(amount)

YoY change(ratio)FY2024Rate offorecasts
achievement(Feb. 14, 2024) of forecast
13,000
35%
1,620
7%
(12%)
－
1,570
7%
(12%)
－

2023 six-monthresults

2024 six-monthresults

4,991
695
(14%)
695
(14%)

4,559
108
(2%)
113
(2%)

△431
586
(-12%)△581(-11%)

91%
16%
－
16%
－

406

13

△393

3%

1,000

1%

(8%)

(0%)

(-8%)

－

(8%)

－
3

FY2024 Q2 Financial Results and Company-wide Overview

Excluding
FCI

Summary: Consolidated Results for Frontier Management Group [Excluding FCI]

- On a "Consolidation excluding FCI" basis, net sales and operating income were 91% and 31% of the levels a year earlier, respectively, due tothe impact of quarterly fluctuations in net sales in the M&A Advisory Business mentioned above.

(JPY Mil.)
2024 six-monthresults

Net sales
Operating income(Operating income margin)
Ordinary income(Ordinary income margin)

4,973
888
(18%)
900
(18%)

4,520
271
(6%)
278
(6%)

△452
△617
(-12%)△622(-12%)

91%
31%
－
31%
－

11,800
1,870
(16%)
1,860
(16%)

38%
15%
－
15%
－

Net income attributable toowners of parent

612

178

△434

29%

1,340

13%

(12%)

(4%)

(-8%)

－

(11%)

－

(Net income margin attributableto owners of parent)

YoY change(amount)

YoY change(ratio)FY2024Rate offorecasts
achievement(Feb. 14, 2024) of forecast

2023 six-monthresults

4

FY2024 Q2 Financial Results and Company-wide Overview

EntireGroup

Net Sales by Business [Entire Group]- Consulting-based businesses: Sales grew significantly in Q2 and sales for the first six-month period were 111% of the level a year earlier (Q2
net sales were 118% of the level a year earlier).
Management Consulting Business: Net sales grew sharply in Q2, and net sales for the first six-month period were 114% of the level a year
earlier. The business achieved record high net sales (Q2 net sale were 121% of the level a year earlier).
Revitalization Support Business:
Net sales were solid, fueled by recent upward trend in revitalization projects, and net sales for first sixmonth period were 106% of the level a year earlier. (Q2 net sales were 108% of the level a year earlier).
- M&A Advisory Business: Net sales were only 48% of the level a year earlier when there had been large success fees.
- Investment Business: FCI completed investment in one company in March (two companies in total). Income from management support forinvestee companies began being recognized.
(JPY Mil.)

5,000
4,000
3,000

18
39
1,565
112
749

746
75
791

Investment business (Component ratio
0.9%, YoY change (ratio) 217%)
M&A advisory business (Component
ratio 16.4%, YoY change (ratio) 48%)
Other businesses (Component
ratio 1.7%, YoY change (ratio) 67%)
Revitalization support business(Component ratio 17.3%, YoYchange (ratio) 106%)

2,000
1,000

2,545

2,908

Management consulting business(Component ratio 63.8%, YoYchange (ratio) 114%)

Consulting-based businesses(Component ratio 82.8%, YoY change(ratio) 111%)* Apr.-Jun. net sales were118% of the level a year earlier

0(FY)2023 first six months

2024 first six months

5

FY2024 Q2 Financial Results and Company-wide Overview

Reference: Overview of Business Segments
Consulting-based Businesses
Management consulting business

Revitalization support business• Business analysis and strategy
formulation, business due diligence• Support for the formulation andexecution of a medium-termbusiness plan
• Support for drafting/reform of DX
strategy• Support for corporate value
improvement－ SR/IR strategies, ESG/SDGs
strategies, climate change actions• Human capital management
support• Support for governance,compliance, and risk management• Management execution support－ Management execution support
including dispatch of CxO－ Support for domestic andoverseas PMI based on hands-on
services－ Support for management reforms
for business revitalization• Support for rehabilitation
procedures• Crisis/Emergency PMO
management support• Support for business and financial
restructuring• Support for the adjustment ofinterests among stakeholders

M&A advisory Business• M&A deal advisory－ Drafting of M&A strategies,
preparation of longlists, andapproach to target companies－ Corporate valuation－ Support for contract
negotiations and closing• Post-M&A (PMI) consulting• Business succession consulting

Investment Business• Execution of investment andmanagement for the purpose of
the long-term, sustainableenhancement of corporate valueof portfolio companies• Formation and management ofjoint investment funds withfinancial institutions, businesscompanies, etc.

*1 "Revitalization support business" means the businessof assisting corporations in financial difficulties todevelop a revitalization plan for the purpose ofstabilizing their business and coordinating theirinterests with financial institutions, in order to request
financial support from financial institutions such as
repayment deferment or debt forgiveness. It also
involves assisting in the execution of the revitalizationplan.
*2 Consulting-based Businesses are businesses which,unlike the M&A Advisory Business, generally have atime-based fee structure with no success fees. Since thebusiness unit engaged in the Revitalization Support
Business is also in charge of other business that arises
before the revitalization support services are required,such as preventive consulting services and financial DD,
the Company groups these businesses into the samebusiness segment.
*3 Other business is also included in Consulting-based Businesses.

6

FY2024 Q2 Financial Results and Company-wide Overview

EntireGroup

Overview of Consolidated Statements of Income [Entire Group]- Due to the impact of quarterly fluctuations in net sales in the M&A Advisory Business, both net sales and income decreased year on year.
(JPY Mil.)
2023 six-month 2024 six-monthresults
results
Net sales
Operating expenses
Outsourcing

YoY change(amount)

YoY change(ratio)

4,991
4,295

4,559
4,451

△431
+155

91%
104%

500

553

+54

111%

2,776

2,618

△158

94%

181

264

+83

146%

837

1,013

+176

121%

Operating income
Ordinary income
Net income before tax

695
695
695

108
113
113

△586
△581
△581

16%
16%
16%

Net income attributable to owners of parent
Depreciation and amortization
EBITDA

406
51
746

13
50
159

△393
△1
△588

3%
98%
21%

[Reference]
FMI non-consolidated operating income
Cerbrain operating income

882
23

286
△14

△596
△38

32%
-61%

-

0

-

-

Personnel
Recruiting
OthersEquity in earnings (losses) of affiliates in Athema

7

FY2024 Q2 Financial Results and Company-wide Overview

EntireGroup

Overview of Consolidated Balance Sheets [Entire Group]- The balance of cash and deposits decreased due to FCI's investment in March. However, since the acquired securities become current assets,
there is no impact on the balance of current assets.
Current assets decreased as a result of decline in the balance of cash and deposits due to the payment of bonuses, dividends, and taxes.
- Current liabilities decreased overall due to a decline in accruals and reserves for taxes and bonuses recorded at the end of the previous fiscal
year, despite short-term borrowings to pay bonuses.
- Shareholders' equity decreased due to the payment of dividends.
(JPY Mil.)End of December
End of June 2024
2023
Current assets
Non-current assets
Deferred assets
Total assets
Current liabilities
Non-current liabilities
Shareholders’ equity
Other net assets
Total liabilities and net assets
Cash and deposits
Interest-bearing debt
Net debt

8,159
2,709
5
10,874
2,569
1,483
3,699
3,122
10,874
5,838
1,589△4,249

6,863
2,699
4
9,567
1,716
1,365
3,261
3,224
9,567
3,343
2,070
△1,272

YoY change(amount)△1,297△10△1△1,307
△853
△118
△439
+102
△1,307△2,496+481+2,977

YoY change(ratio)

84%
100%
85%
88%
67%
92%
88%
103%
88%
57%
130%
30%
8

FY2024 Q2 Financial Results and Company-wide Overview

EntireGroup

Trend in Number of Personnel- The number of employees at the end of June 2024 was 428, a net increase of 59 from the end of FY2023. This represents progress of 84%
toward achievement of the FY2024 personnel expansion plan of 70 employees.
Trend in Number of Personnel at End of Period

Frontier Capital
Celebrain
Frontier Management

289
8
21

238

309
9
21

279

336

335

10
22

11
19

343
13
21

304

305

309

428

360
14
21

369

369

12
24

13
26

325

333

330

439

16
26

391
13
31

386

347

249

254

257

260

+5%

+2%

+1%

+1%

+7%

+9%

+0%

+1%

+5%

+2%

-1%

+5%

+11%

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

(Persons)(Rate of change fromthe previous quarter)

1Q
(FY)

2021

2022

2023

2024

2024
(Plan)
9

FY2024 Q2 Financial Results and Company-wide Overview

EntireGroup

Shareholder Return Policy- Our basic policy is to continue to pay stable dividends, while securing the retained earnings necessary to expand our future business andstrengthen our management structure. Specifically, our dividend payout ratio is targeted at 40% of net income attributable to owners ofparent, and we determine dividends based on cash-backed gains and losses excluding accounting gains and losses on FCI that do not
involve cash flows and the impact of unrealized losses on investment securities.
- As in previous fiscal years, we have not announced a dividend forecast for FY2024 due to potential fluctuation in our forecasts of businessresults; however, the dividend for the current fiscal year estimated based on our full-year forecasts for the current fiscal year announced on
February 14, 2024 and in line with a dividend payout ratio of 40% (ratio of consolidated net income attributable to owners of parent
excluding FCI of JPY 1,340 million) is JPY 46 per share*1.
Annual dividends (JPY per share)

Trend in Dividends (After Adjustment for Stock Split)
Estimate

50
40
30
41.0

20
10

46.0

28.0
11.5

12.0

10.0

2019

2020

2021

2022

2023

2024

Dividend payout ratio (Excluding FCI)

ー

ー

ー

40%

40%

40%

Dividend payout ratio (Entire group)

30.5%

32.5%

33.7%

57.5%

60.7%

53.9%*20*1 This dividend amount is merely an estimate based on certain forecasts of business results and in line with our dividend policy. It does not constitute a commitment by us to our shareholders, etc.
*2 For FY2024, we expect FCI's performance to improve compared to the previous fiscal year. As a result, the dividend payout ratio for the Entire Group will be calculated to be smaller than the previous fiscal year.
(Dividend payout ratio 40% on a "Consolidation excluding FCI" basis remains unchanged)

FY

10Consulting

Section 2

Consulting Businesses Overview

M＆A

Investment

Consulting Businesses Overview

Quarterly Net Sales Trends by Business [Consolidation Excluding FCI, Consulting-based Businesses]- Looking at Consulting-based Businesses, net sales for Q2 increased around 18% year on year. Record-high net sales were recorded throughout.
(JPY Mil.)

2,000

1,823
1,8001,773
1,748
1,659
398

Other businesses

1,800

Revitalization support business

1,600Management consulting business

1,3401,343

1,400

1,000
800

400
200

525 547
102

126

464
73

579 580 592

540 568
121 53361 385 374 400

443

445
64

381 393
52

30

459

100 6149635
40

589 600
65

98

661
530 99

698
581

766

138 226

811

887
776
230

298

349 303 325 373

574

212

918

543

440

131

896
529 504 485 567

649

715

370

392

167

104

65

470 451 449

857

214

203

41
447 480 509

940

379

530 369

1,266
1,190
1,170 12889
307
1,051 153
77

1,200

600

1,950

+18%

631

1,173
1,137
1,052
1,026
990

1391
1,323
1,2931,252
1,216

1516

727

0
(FY)

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q
2015

2016

2017

2018

2019

2020

2021

2022

2023

2024
12

Consulting Businesses Overview

Weekly Trend in Total Value of Orders Received which will be Recognized as Net Sales
for Current Fiscal Year [FMI Non-consolidated, Consulting-based Businesses]- Orders received in Consulting-based Businesses increased at a record pace. These orders will contribute to sales expansion in the second half.

Consulting-based Businesses: Weekly Trend in Total Value of Orders Received
which will be Recognized as Revenue (Net Sales*) for Current Fiscal Year

(JPY Mil.)

8000
7000

2023

6000
5000

2022

2024

2021

4000

2020

3000
2000
1000
0

Week 52

Week 49

Week 46

Week 43

Week 40

Week 37

Week 34

Week 31

Week 28

Week 25

Week 22

Week 19

Week 16

Week 13

Week 10

Week 7

Week 4

Week 1* Net sales exclude outsourcing costs and project referral fees13Consulting Businesses Overview

Trend in Scale of Projects (Fees) in Consulting-based Businesses[FMI Non-consolidated, Consulting-based Businesses]- The ratio of projects more than JPY 50 Million increased (+9.3% from 39.9% in FY2022 to 49.2% in FY2024).

Composition of project fee sales of Consulting-based Businesses based on contract year*

FY2022

FY2024 Q2

FY2023>JPY 100 Mil>JPY 100 Mil>JPY 100 Mil

25.9%

23.4%

29.0%

JPY 0 Mil
to JPY 50 Mil

14.0%
JPY 50 Mil

60.1%

to JPY 100 Mil

18.6%
JPY 0 Mil
to JPY 50 Mil

50.8%

52.4%

JPY 50 Mil
to JPY 100 Mil

JPY 0 Mil
to JPY 50 Mil

JPY 50 Mil
to JPY 100 Mil

25.8%* Portion of each project fee category is calculated by summing up all commission fees of each project based on the year (quarter) when the consulting contracts were entered into. For example, in Q2 2024, the value of project
fees coming from contracts that are signed during this quarter and contain total commission fees of less than JPY50MM is 50.8% of total project fees agreed during this term. The total commission fees will be realized over theperiod of the projects which are sometimes longer than the year (quarter) period shown above, and thus the total net sales of the Company do not match to the total fees shown in the above charts.
14Consulting Businesses Overview

Enhancement and Strengthening of Solutions: Trend in Net Sales Solutions[FMI Non-consolidated, Consulting-based Businesses]- New solutions continues to grow. DX consulting and SR/IR and ESG support services in particular grew sharply.
(JPY Mil.)

900
800

DX consulting

700

Cross-border consulting

600

+37%

SR/IR and ESG support

GRC (Governance, risk management, compliance)
Human capital management

500
400
300
200
100
0
(FY)

1Q
2021

2Q

3Q

4Q

1Q
2022

2Q

3Q

4Q

1Q
2023

2Q

3Q

* From Q1 of FY2024, the category has been revised as follows:- Manufacturing reform implementation support has been deleted (as the number of projects has increased, it has been repositioned as part of our regular service menu).
- Cross-border management execution support and D&I support have been revised to cross-border consulting and human capital management, respectively (expanding thescope of services and clarifying their positioning as a new innovation).

4Q

1Q
2024

2Q

15

Consulting Businesses Overview

Enhancement and Strengthening of Solutions: Business Alliance with Hakky Inc. forStrengthening of DX Consulting- A business alliance was formed with Hakky Inc. which is an expert in data platform development and utilization and AI product development
support. Utilization of Hakky's proprietary tool for significantly reducing the man-hours required to develop AI products will enable early
adoption of AI products during hands-on support.
Corporate Profile
Company name Hakky Inc.

Established

Synergy between FMI and Hakky

Data
preparation

2021

Analysis

Preprocessing

Creationof feature
value

Learning

Valuation

Development

Significantly reduces man-hours
required for AI product development(1/6 of man-hours required previously)

Representative Kazumasa Saito

Address

Use of Hakky's product development tool aigleApp*
reduces costs and lead times in AI product development[Hakky's strengths]

5-18-20 Shinjuku, Shinjuku-ku, Tokyo[Synergy with FMI]

Structure

Business
description

43 personnel (as of July 2023, includes
independent contractors)

FMI

Management strategy formulation(includes DX strategy)

Hands-on support anddispatch of CXO

Hakky

Data platform development
and data utilization support

AI product development

Includes around 20 data scientists,
4 products managers, and 15 system engineers
1. Data platform development business
2. Data utilization support business
3. AI product development support business* Machine learning model development tool aigleApp

Enables efficient data analysis
and utilization

Enables early adoption of AI products
during hands-on support
16

Consulting

Section 3

M&A Advisory Business Overview

M＆A

Investment

M&A Business Overview

Quarterly Net Sales Trends of M&A Advisory Business- In the M&A Advisory Business, most success fees, which make up the bulk of net sales, will be recorded from the second half of FY2024
onwards, since many project were completed according to plan in Q4 of 2023, clearing the way for the start of many new projects in thecurrent fiscal year.
（JPY Mil.）

1,000
900
800
700
600
500

958

914

859

400

757

300

554

200
100

299

347

392

659

629

612

534
371

254

314

359

374 403

358

435

513
416
277

680
578 577

315 302

663
476

472

403

981

903

335

331

259

413

0
（FY）

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q
2015

2016

2017

2018

2019

2020

2021

2022

2023

2024
18

M&A Business Overview

Order Backlog in M&A Advisory Business- Although net sales for the first half of 2024 remained low, the order backlog of projects as of the end of June increased approx. 95% year on
year. It reached the highest level since Q4 of 2022 when stricter project management was introduced.

Trends in Order Backlog at End of Period and Net Sales in M&A Advisory Business(JPY Mil.)

3,500

Order backlog at end of term (Projects in Japan)

Order backlog at end of term (Cross-border projects)

Net sales

3,054
3,000

2,776 2,792 Stricter project management
2,356

2,500
2,125
2,000

2,533

1,922

1,881
1,600 1,581

1,742

1,413

1,500

2,152

2,141

2,126 2,106

1,981 1,990

1,711

1,674

1,949
Share of crossborder projects
65.7%

1,353

1,356 1,352

2,640

1,133
1,000
500
0
(FY)

1Q

2Q

3Q
2018

4Q

1Q

2Q
2019

3Q

4Q

1Q

2Q

3Q
2020

4Q

1Q

2Q

3Q
2021

4Q

1Q

2Q
2022

3Q

4Q

1Q

2Q

3Q
2023

4Q

1Q

2Q
2024

* The order backlog indicates the total amount of order fees for projects that are currently being executed (orders received) by the Company and where a contract has been concluded between the customer and the Company toprovide M&A advisory services. Total amount of commission income from the so-called project pipeline. Even if such orders are recorded in the backlog, not all of them will become the Company's net sales, and the timing at whichsales are recorded is not fixed. Depending on the future progress of projects, some projects may be postponed midway through, or some projects may disappear (and therefore
will not be included in the Company's net sales). Share of cross-border projects in the M&A order backlog is shown from the Q3 of 2023 (Note: "Cross-border project" means that19
either the customer or the counterparty in the negotiation is a foreign company).

M&A Business Overview

Trends of projects fees (Commission fee size) in M&A Advisory Business- Commission fees in our M&A projects are trending higher.

Composition of project fee sales of M&A Advisory Business based on project completion (success fee realization year)*

FY2022

FY2024 Q2

FY2023>JPY 300 Mil<JPY 100 Mil

19.0%
29.6%
42.9%
57.1%
JPY 100 Mil
to JPY 300 Mil>JPY 300 Mil<JPY 100 Mil

20.8%

38.1%

<JPY 100 Mil

51.4%
JPY 100 Mil
to JPY 300 Mil

41.1%
JPY 100 Mil
to JPY 300 Mil* Portion of each advisory fee category is calculated by summing up all advisory fees of each project based on the year (quarter) when the success fees are paid to the Company (mostly the completion of projects). For example, in
Q2 2024, the value of advisory fees coming from projects in which success fees were paid to the Company and the total amount of fees exceed JPY 3MM is 38.1% of total advisory fees realized during this term. The total
advisory fees will be realized over the period of the projects which are sometimes longer than the year (quarter) period shown above, and thus the total net sales of the Company do not match to the total fees shown in theabove charts.
20

M&A Business Overview

Enhancement and Strengthening of Solutions: Development of European Cross-border Network- The structure in Europe is currently being strengthened to further strengthen cross-border M&A and Consulting.

Development of structure/base for expansion ofcross-border M&A and consulting business
Formation of FMI andAthema joint sector team for
global expansion of M&A
and consulting business

Formation of alliances withaccounting and consulting firms
with a business base in Europe

Provision of attractive mid-cap, cross-border M&A opportunities to Japanese and overseas companies
Fully integrated support including PMI
Consulting team

M&A advisory teamConsideration of
M&A strategy

Implementation of M&A

Preparation
for completionof acquisition

PMI and handson consulting* PMI: Post Merger Integration Process of actually integrating and combining businesses, etc. undertaken after an acquisition

Representative
Partner firm
21

Consulting

Section 4

Investment Business Overview

M＆A

Investment

Investment Business Overview

Portfolio Strategy for Frontier Capital Inc. (FCI)- The pillar of Investment business is expanding business into ①new industrial domains by new investment, also expanding business into ②new
business domain and ③new regions by existing investments.

Portfolio strategy for medium- and long-term expansion

Valueenhancementof existing
investments

New
investments

Existing
investments

Expansion into
new industrial domains
Application of knowhow
gained in industries alreadyinvested in to other industries
Example (1):Civil engineering and construction → Infrastructure
Example (2): Dental technology → Healthcare
Expansion into
new business domains
Expansion of value chain within
industries already invested inContribution to regional
revitalization

Expansion into new regions
Regional expansion of existing
investment for the purpose ofregional revitalization
23

Investment Business Overview

Investment Activity of Frontier Capital- Number of new consultations increased rapidly. FCI intensifies activities to execute the investment.

Industry composition of projects
under consideration

Trend in new consultations（Projects）

No. ofconsultation
increased

84(Note)

Manufacturing

Other

21%

22%

53
47

47
Restaurant 8%
chain

24

Healthcare

23% Civil
Engineering/
construction

10%
16%

Retail/wholesale trade
2023/2Q

2023/3Q

2023/4Q

2024/1Q

2024/2Q(Note) "Other" includes apparel services, IT/systems, etc.
24Investment Business Overview

Capital Raised by Frontier Capital- The number of potential investment proposals (pipeline) currently being examined in detail, including proposals undergoing due diligence,
grew alongside an increase in the number of inquiries. To prepare for future investments, based on a Shareholder Agreement, Frontier
Capital Inc. (FCI) raised a total of JPY 5,000 million from anchor investors and general investors in July 2024. This, together with the JPY 4,000
million already raised, brings the total (cumulative) investment capital raised by FCI to JPY 9,000 million (some of which has already been
paid in for the two investments made to date).
Category
The Company

Investor
Frontier Management Inc.

June 30, 2024
JPY 1,000 mil.

Japan Post Bank Co., Ltd.
Anchor investors

Total amount of paidin capital
JPY 1,000 mil.

Total amount of
capital available for
future investments(planned)
JPY 1,500 mil.

July 2024
A further JPY 5,000 million was
raised from anchor investors
and general investors

The Bank of Fukuoka, Ltd.
The Bank of Yokohama, Ltd.
Saitama Resona Bank Limited
Daishi Hokuetsu Bank, Ltd.

General investors

JPY 3,000 mil.

JPY 8,000 mil.

JPY 13,500 mil.

JPY 4,000 mil.

JPY 9,000 mil.

JPY 15,000 mil.

Hokuriku Bank Ltd.
Sumitomo Mitsui Banking Corporation
The Joyo Bank, Ltd.
Tokai Tokyo Financial Holdings, Inc.
Total

25

Appendix

Corporate Profile

Corporate Profile

Background to Establishment of Frontier Management

Shoichiro Onishi

Representative Director, President and Executive Officer•Registered as attorney and joined law offices of Okuno & Partners
appointed as a partner in 1997
•Acted as trustee representative, etc. in corporate reorganization of
Nippon Lease Co., Ltd., LIFE Corporation and Taisei Fire andMarine Insurance Company, Limited
JoinedIndustrial Revitalization Corporation JapanEngaged in turnaround projects as an auditor in Mitsui Mining
Co., and a director in Kanebo, Ltd. and The Daiei, Inc.

Established in 200727

Corporate Profile

History
2007
2011
2012
2014
2017
2018
2019
2020
2022
2023
2024

Established the Company
Established a Chinese subsidiary (Frontier Management (Shanghai) Inc.)
Opened the Singapore Branch to strengthen cross-border M&A
Opened the Nagano Branch and the Osaka Branch to realize community-based management
support services
Opened the New York Branch to strengthen cross-border M&A
Launched the fund business to provide financial support services to customers

Made investments in first fund projects
Listed on TSE Mothers Section
Opened the Nagoya Branch to expand the service area
Listing switched to the TSE First Section
Formed a capital and business alliance with Celebrain Corporation / Established Frontier Capital Inc.
Shifted to the TSE Prime Market
Formed a capital and business alliance with Athema, a French firm providing M&A advisory services
Opened the Paris Branch28

Corporate Profile

Organizational Chart for Directors
Frontier Management Inc.
Consumer Strategy & Operation Department
Industrial Strategy & Operation Department
Professional Service Department
Value Creation Platform Department
Representative Director
Representative Director, President
and Executive Officer

SHOICHIRO ONISHI

Director of the Board

Director of the Board

MASAO NISHIHARA TAKESHI UMEMOTOManagement Executive Support Department
M&A Advisory Department
Marketing Division
Business Development Department
Industry Research Department
Company Planning and Administration
Department

Branches

Outside Director of the Board

KAZUHITO OSUGIOutside Director of the Board

KEIKO UNOTORO

Outside Director of the Board

HIKARU MINAMI

Subsidiaries and Affiliates

Osaka
BranchNagoyaBranchFrontier Management(Shanghai) Inc.

Frontier Capital Inc.

Fukuoka
BranchSingapore
BranchCelebrain Corporation

FCD Partners Inc.

New York
BranchParis
BranchAthema29

Corporate Profile

Reference: Overview of Business Segments
Consulting-based Businesses
Management consulting business

Revitalization support business• Business analysis and strategy
formulation, business due diligence• Support for the formulation andexecution of a medium-termbusiness plan
• Support for drafting/reform of DX
strategy• Support for corporate value
improvement－ SR/IR strategies, ESG/SDGs
strategies, climate change actions• Human capital management
support• Support for governance,compliance, and risk management• Management execution support－ Management execution support
including dispatch of CxO－ Support for domestic andoverseas PMI based on hands-on
services－ Support for management reforms
for business revitalization• Support for rehabilitation
procedures• Crisis/Emergency PMO
management support• Support for business and financial
restructuring• Support for the adjustment ofinterests among stakeholders

M&A advisory Business• M&A deal advisory－ Drafting of M&A strategies,
preparation of longlists, andapproach to target companies－ Corporate valuation－ Support for contract
negotiations and closing• Post-M&A (PMI) consulting• Business succession consulting

Investment Business• Execution of investment andmanagement for the purpose of
the long-term, sustainableenhancement of corporate valueof portfolio companies• Formation and management ofjoint investment funds withfinancial institutions, businesscompanies, etc.

*1 "Revitalization support business" means the businessof assisting corporations in financial difficulties todevelop a revitalization plan for the purpose ofstabilizing their business and coordinating theirinterests with financial institutions, in order to request
financial support from financial institutions such as
repayment deferment or debt forgiveness. It also
involves assisting in the execution of the revitalizationplan.
*2 Consulting-based Businesses are businesses which,unlike the M&A Advisory Business, generally have atime-based fee structure with no success fees. Since thebusiness unit engaged in the Revitalization Support
Business is also in charge of other business that arises
before the revitalization support services are required,such as preventive consulting services and financial DD,
the Company groups these businesses into the samebusiness segment.
*3 Other business is also included in Consulting-based Businesses.

30

Corporate Profile

Frontier Management's Characteristics: Diverse Customer Groups
Providing services to companies in diverse industries(Breakdown of projects)

IT
1%

Other
9%

Retail and wholesale
16%

Finance
12%

Infrastructure

Restaurant and services

7%

17%
Consumer goods manufacturers
6%

Industrial goods manufacturers
32%

FY2023 Results

31Corporate Profile

Frontier Management's Characteristics: Provision of optimal solutions throughcombination of diverse expertise
Our main capabilities and solutions

Sector-specificconsulting

Companies'
management agenda※
Optimized businessportfolio

Improvement ofreturns※Based on Tokyo Stock Exchange data

Revitalization
Support

Dispatch of CxOInvestment

✓

✓

✓

✓

✓

Operational reformDX

Marketing reform

DX

M&A
Revitalization consulting Dispatch of CxORevitalization consulting
Medium- and long-term value enhancement
Revitalization FA
through investment + CXO dispatch
Revital Fund investment + CxO dispatch

Cross-border consulting
M&A strategy

Strengthening
the organization

Enhancing governance

Strengthening ofshareholder returns

M&A Advisory

Growth strategy consulting

Revitalization consulting

CxO dispatch

✓

✓

✓

Human capital management consultin

GRC consulting

Dispatch of CXOInvestment in human capitalStrengthening of IR(DX, cross-border, corporate
value enhancement strategy,
etc.)

✓

Investment in growth

Sustainability measures

Capability-specificconsulting

Operational reform

M&A

PMI

✓

Personnel system design

Sustainability measures consulting

Review of
response tocapital markets

Main domain: ✓✓✓Sophistication of capital cost management
Investor engagement

FMI provides best solutions
for customer by combining
our various expertise

Strategic delisting through MBO[FMI's framework combining diverse expertise ]Company-wide offsite meetings, company-wide study groups,
system of interdepartmental transfer system, practice teams
32

Corporate Profile(Reference) Creating a Comfortable Workplace Environment- Enhancement of HR Training System
We will continue to develop a training system that enables diverse human resources to grow as professionals

OJT

Manager orsupervisor

Dispatch of CxO
to clients

Off-JT
Support for
self-improvement
Support for
acquisition ofqualification

Secondment tooverseas locations
and partnercompanies

language learning
supportProject OJTSupport forparticipation inseminars

OthersIn-house/Utilization of external resources
Compliance training
Management training

Harassment

Skillsdevelopmenttraining
Mid-career
training
New graduate
training

Insider trading

Unconscious biais
Online training(Udemy, etc.)

Antisocial forces
Information security

33

Corporate Profile(Reference) Creating a Comfortable Workplace Environment- Further Improvement of Productivity
We will further improve productivity through measures such as enhancing internal DX, pooling knowledge across the company, consolidating
operations, and utilizing external resources

Marketing

SFA/CRM

Enhancement ofinternal DX

Centralization of information andenhancement of sales

Project execution

Accumulation of knowledge

Knowledge database andgenerative AI

Improvement of searchability and centralization of
relevant information

Communication app and project management app
Improvement of productivity of sales activities and project execution

Pooling of
knowledge acrosscompany
Consolidation ofoperations andutilization of
external resources

Talentmanagement
database
Visualization ofinternal skill map

Cross-departmental practice teams

Improvement of productivity and quality of sales activities and project execution

BPO and research/practice teams (Japan and overseas)
Improvement of productivity through division of labor in areas
such as research and slide preparation

34

Corporate Profile

AthemaThe Company formed a capital and business alliance with Athema, a French firm providing M&A advisory services,in July 2023. We are conducting activities with the FMI Paris branch to step up project development
Corporate Profile
Company name

Athema (Registered trademark: AT Conseil)

Established

2001

Representative

Antema SAS(Representative of Antema SAS: Jean-Marc Teurquetil)

Address

Paris, France

Number of
employees

16 (As of January 1, 2024)

Business
description

Provides M&A advisory services mainly to clients in the
manufacturing, IT, business services, food and beverages, retail,energy, real estate, aviation, healthcare and life science sectors.

Examples of sectors covered

Automobile

Food andbeverages

Sectors covered by Jean-Marc
Teurquetil, 6 directors with industry
insights and 6 senior advisors with astrong customer network

Retail andconsumer goods

Jean-Marc Teurquetil's background
•
•
•
•
•

Has expertise in advisory services for the aviation, logistics, food &beverages and PE funds
Engaged in derivatives business at Credit Lyonnais for 7 years
Became general manager of BNP FinanceAppointed as president of independent brokerage firm Aurel Leven in
1996 and sold to Cantor Fitzgerald in 2006
Established Athema and currently engaged in M&A advisory services

IT software

Healthcare andlife science

Energy35

Corporate Profile

Celebrain Corporation
In 2022, FMI Celebrain concluded a capital and business alliance with Celebrain. Celebrain expands HR consulting business by utilizing FMI
network
Corporate Profile
Company name

Celebrain Corporation

Established2000 October

Representative

Koji Takagi, Representative Director, President

Address

2-11-1, Nagatacho, Chiyoda-ku, Tokyo

Number of
employees

26 (As of December 1, 2023)

Business
description

•
•
•
•
•

Human Resources Strategy Consulting
Human development and training
Human Resources technology
Human Resources investigation and evaluation
Recruiting professionals

Human Resources segments covered
HR Strategy
Consulting• Human resources and organization strategy
consulting (e.g. Reconstruction of thepersonnel system)

IPO・M&A
Consulting• The personnel system integration andcompany policy revision along with M&A
and IPO

HR
Technology

Recruiting
Professionals

Human development
And Training• Optimized talent management system withvarious HR application and software• Finding suitable CxO and professionals forthe company• Establishing human training system,
organizing business skills training anddeveloping e-learning applications
36

Corporate Profile

Frontier Capital Inc.
FCI was established in 2022. Based on the business concept of contributing to regional revitalization, FCI invests
in local core businesses and provides them with capital through joint funds
Corporate Profile

Business Concept

Company name Frontier Capital Inc.
Established2022

Business environment
perception

Shoichiro Onishi, Representative Director, President, CEO and COO

Address

3-2-1 Roppongi, Minato-ku, Tokyo

Number of
employees

24※ (As of March 1, 2024)

Verifyinginvestments

Business
description• Screening• Decision on policy

Makinginvestments• Project
negotiations• DD

Enhancing
value

Exit

• Business execution • M＆A• IPO• Strategy
implementation• Formation and management of joint investment funds withfinancial institutions, business companies, etc.

Common issues facedby regional areas• Execution of investment and management for the purpose of thelong-term, sustainable enhancement of corporate value of
portfolio companies

Common issues faced
by individual companies

Representative

Management executive
difficulties (uneven
distribution of people)
Low productivity(uneven distributionof technology)
Insufficient alliancesacross areas (uneven
distribution ofbusiness)
Decline of regional
areas as a result of
shrinking population,etc.
Economic stagnation
caused by COVID-19
pandemic

Our role

Contribution toregional revitalization
Realizing the sustainable growthof local core companies by
providing long-term solutions to
issues faced by industries,
areas, sectors, etc.

"True" business reforms
through long-term
investment/Realization of IPO
Deployment/ development ofprofessionals/ management
executives (people matching)
Matching of businessacross areas

Sophistication andmatching of technologies

Credit enhancement
as listed company

FCI
Partnercompanies

GP investment※Including loaned employees from FMI

Joint funds

Provision of capital
Dispatch of humanresources, etc.

Investees37© 2024 Frontier Management Inc.