Financial Report
1Q of FYE March 2025

2024.8.8

I.

Purpose / Business Model

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

2Designing ‘New Context’ for a sustainable society
with technology

Business Model / 3 Core Technologies

By connecting three different technologies incontext, Digital Garage has built a structure that
captures technological evolution and achieves
continuous business growth

Copyright © 2024 Digital Garage, Inc. All Rights Reserved4II. Optimization of Business Portfolio

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5

Optimization of Business Portfolio to Strengthen PS Segment
Restructured marketing business to drive growth in PS segment
Background PS specializes in the payment/Fintech business and accelerates the expansion of payment platforms and otherbusiness foundations
 Commerce marketing is shifting from contract advertising to data-driven marketing as the trend toward eliminating
third-party cookies continues<LTI>
Long-term Incubation<PS>
Platform Solution<GII>
Global Investment Incubation

Restructuring of marketing businessPartial transfer of businessIndustry-specific commercemarketingIntegration of new businessdevelopment and data-driven
marketing

Financial Domain Specific Marketing
CRM Solutions
Focus on the Payment/Fintech Area
Accelerate expansion of payment platformby enhancing collaboration with paymentbusiness partners

Collaboration with startup
companies developing nextgeneration technologies, including
FintechSee the excel data sheet for reclassified segment results prior to FY2024.3
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

6Segment Performance / Forecast for FY25.3 after Reorganization
・PS Segment forecast is +20-25% reflecting factors such as the rebound from a one-time loss and strong business trends
・No change to full-year payment business growth forecast of +20%, with stable business expansion and ongoing projects
expected to contribute in the second half of the year

FY 24.3

FY 25.3

Unit: M JPY

BeforechangeAfter
ChangeFull-year
forecast

GrowthRate*

PS segment profit

6,787

7,168

8,600~9,000+20~25%

Payment

5,662

5,662

6,800

+20%

Marketing

1,137

1,518

－

－

* Compared to the numbers after change
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

7III. Consolidated Financial Highlights

Copyright © 2024 Digital Garage, Inc. All Rights Reserved8Summary of 1Q FY 25.3

Quarterly Results• Consolidated pre-tax profit decreased 23% mainly due to foreign exchange effects, butbasic business profit* increased +17%
PS

On track for +20% full-year growth|Payment transaction volume increased +21% |Exceptional items limited profit growth to +2.4%, but the impact will normalize in 2H
Strong performance in general retail, travel, and restaurant areas, as well as new
merchant acquisitions

LTI

Profit from equity method investments
increased +37%|

Growth of Kakaku.com's Tabelog, Kyujin Box and recovery of Kakaku.com media

GII¥2.5 bn investment business income|

Made progress on the portfolio transfer to joint fund with Resona• Restructured the marketing business to optimize the business portfolio–

Marketing business has been reorganized into two functions: one dedicated to business collaboration in payment and financial domains,
and one dedicated to data marketing to support new business development. New business structure to accelerate growth.

Topics• Promoted collaboration with Kakaku.com, jointly launching new services–––

Identified strategic sectors ( restaurant / travel / real estate / retail / HR) to accelerate group collaboration
Jointly started full-scale inbound online reservation service on "Tabelog" as the first initiative
Promoted co-creation collaboration among DG, Kakaku.com, and KDDI• ¥4 bn share buyback disclosed on 6/20; repurchasing up to 4.6% of shares outstanding*Basic business revenue and profit: recurring business revenue and profit excluding investment-related and one-time gains/losses
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

9Consolidated Financial Highlights – Segment Profit
Unit: M JPY

FY24.3 1Q

FY25.3 1Q

Difference

Consolidated
profit before
tax

6,179

4,744

-1,435

PS

1,695

1,736

+41

Payment

1,411

1,519

+108

% change

Summary-23.2%• Year-on-year decline since the positive impact of yen depreciation on startup
investments and HQ adjustments was lower than the previous year
• Each business segment on track to meet full-year forecasts+2.4% • Strong growth expected in the second half, reaffirming full-year +20% growth+7.7%• Payment transaction volume increased +21%, driven by growth in general retail,travel, restaurants and financial accounts, as well as progress in acquiring new
merchants• On track for strong growth starting in 2H, as the impact of client loss runs its course

Marketing
LTI

285
188

255
506

-10.4%• Organizational restructuring to further strengthen collaboration with the paymentbusiness+318 +168.9%• Strong profit growth of Kakaku.com boosted profit from equity-method
investments by +37%

-30

GII

4,649

3,542

-1,107

Headquarters/
adjustments-353-1,040-687• Accelerating and building a stronger collaboration structure with Kakaku.com• Made progress in transferring securities to the joint fund with Resona Group-23.8% • Year-on-year profit decrease due to lower valuation gains affected by foreignexchange rates-• Foreign exchange gains on loans to overseas subsidiaries were recorded in theprevious year (From this fiscal year, minimizing foreign exchange impact bytransferring loans to equity)
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

10Payment Business Outlook
・On track for +20% full-year growth as the impact of the major cross-border e-commerce client loss runs its course in 3Q
・Initiatives underway to ensure continued high growth in the next fiscal year and beyond, including alliances with Resona
Group, KDDI and other global companies■Payment business profit
Outlook After 2Q

1Q pre-tax profit

Profit growth rate expected to increase throughthe second half to achieve +20% full-year growth

Growth rate excluding the client loss

+20.4%

1,411

+7.7%

1,519

(Unit: M JPY)

1,472

1,456

1,322
Elimination of the effectof the pent-up demand forhometown tax program in
the previous year

The client loss

Acquired 100% stake in
SCORE, a BNPL provider
Acquired DG Commerce, an
e-commerce site developer,
as a subsidiary (previous 4Q)

FY24.3 1Q

FY25.3 1Q

2Q

The client loss almost
runs its course
3Q

Profit from alliancestrategies (Resona,etc.)
Planned partnershipwith a global major
playerThe client loss runs
its course

4Q
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

11

KPI Highlights
Basic business profit
Paymenttransaction volume
Investment businessincomeBasic business profit showed stable +17% growth, excluding investment business and one-time gains/losses'Offline' growth driven by general retailers strength, bolstered by increasing inbound consumption, while‘Online' continued double-digit growth¥2.5 bn cash-in due to progress in portfolio transfer to a joint fund with the Resona Group

Unit

FY24.3 1Q

FY25.3 1Q

Difference% Change

Basic Business Profit

M JPY

765

897

+132

+17.3%

Transaction Volume

100M JPY

14,64817,747+3,098+21.2%

Online Payment

100M JPY

10,677

12,023+1,347+12.6%

Offline Payment

100M JPY

3,972

5,724

+1,752+44.1%

Investment Business Income *1

M JPY

2,185

2,518

+333

-

New Investment *2

M JPY

353

186

-167

-

Investment-related KPIs

*1 Investment Business Income: Total of profit from the sales of holding shares and profit distribution from funds*2 New Investment: New investments in operational investment securities, excluding business related expenditures
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

12Basic Business Revenue and Profit**Recurring business revenue and profit excluding*investment-related and one-time gains/losses

・Stable basic business revenue/profits, offsetting upfront investments in new businesses
・Steady growth in PS segment focused on payments and accelerating growth by monetizing new businesses
Basic Business Revenue(M JPY)(M JPY)

7,876

YoY
+8.5%

YoY

3,193

+7.9%

Others/adjustments and eliminations
LTI
PS

6,948

2,959

7,262

2,960

Basic Business Profit

828
3,900

4,191

FY23.3 1Q

FY24.3 1Q

4,661

FY25.3 1Q

765

897

+17.3%+11.2%

FY23.3 1Q

FY24.3 1Q

FY25.3 1Q
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

13IV. Segment Performance Highlights

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14

Segment Performance – Platform Solution
・Payment business・Marketing business: On track to meet full-year guidance, with strong growth expected in the second half, and as
the impact of the major client loss runs its course: Restructuring to improve collaboration with payment business and accelerate growth

Segment Revenue

Segment Profit(M JPY)(M JPY)

YoY

4,688
3,900
1,417

2,483

FY23.3 1Q

YoY+11.9%

1,695

4,191
1,222

2,969

FY24.3 1Q

1,340

+9.7%

1,263

285

1,736

+2.4%

255

-10.4%

1,519

+7.7%

194

3,322

FY25.3 1Q+11.9%

1,068

FY23.3 1Q

1,411

FY24.3 1Q

FY25.3 1Q
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

15

Payment Transaction Volume
・Online: Transaction growth in broader industries such as financial accounts and travel; focus on initiatives to accelerate
growth in the EC domain
・Offline: +44% YoY growth driven by strong transactions in the general retail, restaurants, hobby and sports domain
YoY
17,747 +21.2%(100M JPY)

16,134
14,135
12,133
10,545

OfflineOnline

6,278
485

6,660
534

7,281
586

5,793

6,126

6,695

1Q

2Q

3Q

FY20.3

8,124

8,333

692

1,091

8,962

1,794

1,476

7,432

7,242

7,486

4Q

1Q

2Q

8,752

3Q

FY21.3

9,768
1,688

10,482
1,960

8,080

8,522

4Q

1Q

10,1482,746

11,5852,549

12,368
2,902

13,848

14,64815,023
4,929

12,424

16,489

4,859

5,724

+44.1%

3,972

4,399

10,39010,677

10,624

11,205

11,631

12,023 +12.6%

4Q

1Q

2Q

3Q

4Q

1Q

3,584

3,457

10,550

3Q

3,123

2,219

7,929

2Q

9,387

9,036

9,466

9,301

3Q

4Q

1Q

2Q

FY22.3

FY23.3

FY24.3

FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

16

Segment Performance – Long-term Incubation
・Profit from the equity method investments increased +37% driven by Kakaku.com, while strengthening collaboration
initiatives will accelerate joint business development
・Continued upfront investments in new businesses linked to payments for the medium and long-term growth

Segment Revenue

Segment Profit(M JPY)(M JPY)

YoY

YoY

2,994

2,988

841

733

3,217

+7.7%

1,002

+36.7%

506

505+168.9%

188
2,118

2,227

2,191

-1.6%

FY23.3 1Q

FY24.3 1Q

FY25.3 1Q-372
FY23.3 1Q

FY24.3 1Q

FY25.3 1Q

-639

-520

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17Segment Performance – Global Investment Incubation
・¥2.5 bn investment business income, progressing in the investment portfolio transfer to the joint fund with Resona Group・Excluding the foreign exchange impact, the balance decreased by ¥1.9 bn YoY to ¥67.7 bn, showing steady progress in thepolicy to reduce the balance

Operational Investment Securities Increase/Decrease
Investment
business income

2,518 M JPY

New
investments+186

Balance69,569Fair value(M JPY)(impact of foreign exchange)+3,513

Decrease inbook value
due to sales

Balance71,190-2,691

Fair Value(excluding foreignexchange)+373

Others-1,892+240

Balanceexcludingforeign exchange

67,677

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18

V. Business Progress

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

19Growth Strategy for Fiscal Year Ending March 2025

From the financial results presentation
released on May 9, 2024

Business Strategy to Underpin Stable +20% Growth*
Growth in Payment Business5 Actions & Further Optimization of PS segment (Structural Transformation of Marketing Business)
Financial

1. Strengthening the Capital and Business Alliance with Resona Group

Telecom

2. Business Alliance with au Financial Service of KDDI Group(Provision of high-quality payment services for the au economic zone)

Group Media

3. Promotion of Group Business in Strategic Sectors with Kakaku.com(EC/Restaurant/Travel/Real Estate/HR)

Value-chain
Enhancement

4. Acquiring 100% share of SCORE. Co., Ltd. that provides BNPL services

Development
Enhancement

5. M&A of competent system company to expand development resources*Pre-tax profit growth / Overall PS segment growth rate target is +20-25%
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

20

[PS] Factors behind Strong Payment Transaction Volume
Payment transaction volume increased in retail, securities trading,restaurants, etc.

Group restructuring andreinforced sales operations

Payment transaction volume (by sector)

Sales personnel¥1.8tn Top sector
+21%

YoY

Generalretail+38%

Securities/FX+82%

Restaurant+37%¥1.5tnEntertainment

Travel+41%+11%

Factors• Transaction growth at supermarkets,✓

drugstores and other merchants driven
by cashless payment penetration• YoY increase in department stores due
to inbound consumption•

Increase driven by new NISA and rising stock
prices•Launched business with a new major sporting
goods retailer✓• Increase in mobile order transactions

1.5x

85

58

FY24.3 1Q

FY25.3 1Q

Transaction volume of new projects in operation• Increase in online transaction volume
by Kakaku.com commercial distribution• Increase in transaction volume ofautomated payment machines withhotel industry's shift to DX✓

5x34.2 bn

6.9 bnFY24.3 1Q

FY25.3 1Q

FY24.3 1Q

FY25.3 1Q

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

21

[PS] Enabling Business Group Overview"Multi-layered revenue opportunities" from the merchant businessand "expansion of payment transaction volume" of DGFT
"Commerce modular unit" that meets merchants' digital business needs,
and "data-driven value chain" that uses data and AI for optimization
Enabling Business Group and Business Strategies
3

1 Commerce modular unit:

Service and technology foundation for the enabling business group
Value
chain

Strategic planning

Customer
attraction/CRM
Marketing

DG
enabling
business

Insights

CustomerExperience

Development andoperation of EC
infrastructure

Fraud detection
system monitoring

Expansion of payment transaction
volume through merchant growth[Image of purchasing funnel optimization]

Point mall

Expediting PDCA and accelerated growth by data utilization

2 Data-driven value chain:

Integrated data collection/AI analysis platform for merchant digital business
Identification of business issues
and improvement measures

Visualization of business KPIs

Integrated data/AI analysis
platform

Data

Merchantsales
increase
Recogniti
onInterest

Study

Purchase

RepeatCustomer journey

Payment volume growth through enabling business

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

22

[LTI] Segment Overview
Plan, develop and nurture strategic businesses, focusing on three areas highly related to payments:"Industry DX Businesses", "B2B Payment/Finance Businesses" and "Next-generation Technology".
Strategic Business Group revenues increased significantly by +152% YoY as several projects entered full commercialization
The payment transaction volume generated by the strategic businesses grew rapidly by +710% YoY, contributing to the growth of DGFT's
Major strategic businesses

Strategic business - revenue

Strategic business – paymenttransaction volume

YoY

YoY

Industry-specific DX

Real estate industry-specific DX business

+152%

+710%

Online order management/operation DX Business
Pay later service for medical institutions

Next-generation
Technology

B2B Payment/FinanceOff-application payment system
B2B invoice card payment business
Future debt purchase businessNEW

Industry-specific data infrastructure and AI solution business
Crypto assets for corporate clients/web3 business
Development and provision of next-generation web
advertising technology

Strategic businesses with high growth potential and revenue contribution

FY24.3
1Q

FY24.32Q

FY24.33Q

FY24.3
4Q

FY25.31Q

24/3期1Q 24/3期2Q 24/3期3Q 24/3期4Q 25/3期1Q
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

23

[LTI] Progress on Cross-Group Project (DG x Kakaku.com)
グループ横断で決済をベースにしたデータ分析基盤整備が進行中、カカクコムメディアとの連携、更には資本/業務提携パートナーを中心とした

Identified sectors
for strategic collaboration between
Kakaku.com's leading media and payment business (restaurants, travel,
戦略的なデータパートナーリングにより、DG
フィンテックエコシステムの拡大に寄与する。
real estate, retail, HR) and DGFT. First initiative: Providing payment services for the Tabelog inbound reservation services
35,000* restaurants now offer online reservations in English, Chinese (traditional and simplified), and Korean, the largest number ever for foreign visitors to Japan
DGFT's payment solutions can solve reservation issues for foreign tourists
Capture the foreign visitor consumption market, which is expected to continue growing, with DG Group's media and payment services
Scheme for inbound reservation service

Foreign Visitors

Spending by Foreign Visitors

Number of foreign visitors to Japan

Credit card
registration atreservation
User

2030 Target

Acquisition ofoverseas partners

15 trillion

Approx.

Approx.

2.4x

2023

Service2030 Target

60 million

25 million

Restaurant

Spending by Foreign Visitors to Japan (billion yen)

2.8x

2023

5.3 trillion

Payment service
provider*According to Kakaku.com study as of June 26, 2024. Largest restaurant reservation service for visitors to Japan (instant reservations)

Source: Japan Tourism Agency, Tourism Statistics
Copyright © 2024 Digital Garage, Inc. All Rights Reserved24

3. Topics: Initiatives with Digital Garage Group and KDDI

Source: Kakaku.com, Inc. financial resultspresentation for the 1st quarter of the fiscal year
ending March 31, 2025

Aim to revitalize existing businesses, expand the scope of services provided, and create new businesses, throughcollaboration with and utilization of assets from our services in various fields such as shopping, food-service,recruiting, and travel.

Strengths• Data Infrastructure (Payment Data)• FinTech (Payment Platform)• Advanced Technology (AI, Blockchain）

Strengths

Strengths• Wide range of consumer services• User Base/Data Infrastructure• Wide Range of Consumer Services• Communication technology/
Advanced Technology (AI,etc.)• User Base/Data Infrastructure

Past/Current Initiatives

Past/Current Initiatives

1. FinTech

1. Data Utilization• Introduction of payment platform and FinTech
solutions to our services (Tabelog Order, online
reservation for travelers to Japan, etc.)• Create joint data infrastructure for the purpose of
marketing and improving services

2. Advanced Technology• Introduction of AI technology to our services

2. Consumer Services• Service integration to improve value provided• ID and Point integration on Tabelog© 2024 Kakaku.com, Inc.

23

[GII] Segment Overview
Japan

Steady progress in transferring the investment portfolio to the joint fund with Resona Group (approx. 50%)US

New Generative AI initiatives underway in San Francisco
Domestic Highlights

Overseas Highlights• Progressed on investment alliance with Resona Group, with approx. 50%of the ¥10 bn transfer to the joint fund completed.

• Full-scale operation of an entrepreneur support program (Venture Studio)
focusing on the rapidly expanding market for Gen AI and related
technologies• New investment underway for DG x Resona Group business collaboration• Conducted Hackathons at DG717 in San Francisco (4 times/100-120
participants each time, mainly top-class entrepreneurs and engineers).
Support and nurture Gen AI startups in the U.S. by providing bothfinancial and operational support from the startup phase
Investors(including DG)

50%

Partial transfer

50%■ Gen AI market size in the US(billion USD)

Investment
Open innovation in thepayment businessAccelerate growth of nextgeneration Fintech business

Investment

Startup companies, including existing DG Group investments

Startup StudioInvestment/entrepreneur
supportGen AI startup
company in the U.S.

Source: Company estimate based on various published data

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

26VI. Shareholder Return

Copyright © 2024 Digital Garage, Inc. All Rights Reserved27

Share Repurchase
June 20 Announced ¥4 bn share buyback through share repurchase
May 9

Forecast

Announced ordinary dividend increase andspecial commemorative dividend (forecast)

Dividends per share

10(Unit: JPY)

Special/commemorative
dividend
Ordinary dividends

10

15
20

24

20

15

28

28

37

35

32

40

43

Medium-term
Plan

5

5

FY14.6

FY15.6

FY16.6

FY17.3

FY18.3

FY.19.3

FY20.3

FY21.3

FY22.3

FY.23.3

FY24.3

FY25.3

Total dividends

100M
J PY

11.7

14.1

9.4

11.3

12.9

17.5

14.7

16.5

17.0

19.0

25.0

Share buybacks

100M
J PY

-

-

-

-

50.0

-

-

-

50.0

50.0

40.0

100M
J PY

11.7

14.1

9.4

11.3

62.9

17.5

14.7

16.5

67.0

69.0

65.0

%

-

-

-

-

29.1%

41.1%

32.8%

32.6%

28.7%

29.8%

-

Total shareholder
returnDividend payout ratio
to base business CF

Copyright © 2024 Digital Garage, Inc. All Rights Reserved28

Shareholder Return Policy
PolicyStabledividend

Long-term stable dividends on a
progressive dividend basis

Accelerating
dividend
increase

Increasing dividend growth rate bylaunching new businesses

Additional
ReturnSpecial dividends/share buybacks
based on portfolio sales progress

Distributable resources

Base Business
Cashflow ※Income from sales/distributionsin the investment business*See cash allocation in page 60
Copyright © 2024 Digital Garage, Inc. All Rights Reserved29

Reference Materials

Reference Materials (1):Supplementary Data

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

31

Business Segment Classification

Long-term Incubation
Segment
New services/products to drive payment
platform expansion
Non-linear business to implement nextgeneration technologies in society

Platform Solution Segment

Global Investment Incubation
Segment

Core business built aroundthe payment platform

Investing in and supporting startup
companies focused on nextgeneration technologies andcollaborating with DG Group• Industry-oriented DX Services• Payment Service Provider• Investment Incubation• New Fintech• Payment-related functions that add value• Supporting startup companies• Next-generation Media• Marketing and CRM solutions for the financial
sector• Fund management

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

32Basic Business Revenue and Profit (Quarterly)
・Stable basic business revenue/profit, excluding investment business and one-time gains/losses
・Accelerating growth with continued and stable growth in PS and new business development in LTI
Basic Business Revenue

Basic Business Profit
8,266

7,529
6,948

2,959

6,971

2,842

3,082

7,421

2,980

7,262

2,960

7,500

3,088

7,668

7,876

(M JPY)(M JPY)

YoY

YoY
1,596

+8.5%
1,409

3,004

3,677

3,193

+7.9%
983
828

4,064

4,351

4,366

4,191

4,309

4,547

4,533

4,661 +11.2%

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

FY23.3

FY24.3

FY25.3

1Q

2Q

935

2Q

3Q

897

+17.3%

765

717

3,900

916

3Q

FY23.3

4Q

1Q

FY24.3

4Q

1Q
FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

33Quarterly Performance – Platform Solution Segment
・Payment business・Marketing business: On track to meet full-year guidance, with strong growth expected in the second half, and as
the impact of the major client loss runs its course: Restructuring to improve collaboration with payment business and accelerate growth

Segment Revenue

Segment Profit(M JPY)(M JPY)

YoY

3,900

1,417

4,064

1,404

4,351

1,446

4,366

1,597

4,191

1,222

4,309

1,330

4,547

1,437

4,549

1,345

4,688 +11.9%

1,340

YoY

2,120

1,712

+9.7%

1,263

1,828
680

455

696

1,877
1,695
285

421

1,919
462

1,677

1,736

+2.4%

255

-10.4%

1,519

+7.7%

351

194

2,483

2,660

1Q

2Q

2,906

2,769

2,969

3Q

4Q

1Q

FY23.3

2,979

3,109

2Q

3Q

3,188

3,322 +11.9%
1,068

FY24.3

4Q

1Q
FY25.3

1Q

1,257

2Q

1,440

1,411

1,456

1,472

1Q

2Q

3Q

1,132

3Q

FY23.34Q

FY24.3

1,322

4Q

1Q
FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

34

Segment Performance – PS segment : Payment Business Overview
・Payment transaction volume in FY24.3 increased +18% YoY to 6.2 trillion yen; sustainable growth expected in bothonline and offline transactions
Annual payment transaction volume
62,295YoY+18.0%

Offline Payment

18,159+39.0%• Planning to accelerate merchant acquisition in
FY25.3(100M JPY)

52,77444,34837,608
Online28,342

13,067

9,474

Online Payment

6,048

2,296

Offline 26,046

FY20.331,56034,874• Continued strong growth in QR and card paymenttransactions, especially among large retailers

39,707

44,135+11.2%• Back on track for growth with transaction volume
increase mainly in non-manufacturing and DXrelated transactions, including mobile ordering at
restaurants, online supermarkets, and recovery intravel after COVID-19 disruptions• Expanded capabilities with new DG Commerce,
Inc. to meet growing demand

FY21.3

FY22.3

FY23.3

FY24.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

35

Payment Transaction Volume
・Online: Transaction growth in broader industries such as travel and financial accounts; growth acceleration driven by
expansion of EC-related business functions
・Offline: +44% YoY growth driven by strong demand from restaurant, hobby and general retail through alliance strategies
YoY
17,747 +21.2%(100M JPY)

16,134
14,135

GRP

12,133
0.30%

0.30%

10,545

0.27%

OfflineOnline

6,278
485

6,660
534

7,281
586

5,793

6,126

6,695

1Q

2Q

3Q

FY20.3

8,124

8,333

692

1,091

8,962

1,794

1,476

0.22%

7,432

7,242

7,486

4Q

1Q

2Q

8,752

3Q

FY21.3

9,768
1,688
0.22%

10,482
1,960
0.22%

8,080

8,522

4Q

1Q

10,148

2,746

2,219
0.21%

7,929

2Q

11,5852,549
0.22%

12,368
2,902

0.20%

15,023
4,929

12,424

4,859

5,724

+44.1%

3,972

4,399

0.20%

0.20%

0.20%

0.19%

0.19%

0.19%

10,550

10,39010,677

10,624

11,205

11,631

12,023 +12.6%

3Q

4Q

1Q

2Q

3Q

4Q

1Q

3,584

3,457

0.21%

3,123

0.21%

9,387

9,036

9,466

9,301

3Q

4Q

1Q

2Q

FY22.3

13,848

14,64816,489FY23.3

FY24.3

FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

36

Payment Transaction Volume – Trend by Merchandising and Services
・Services: Increase in broad category, including travel, financial accounts, restaurants, telecom services and ticket bookings
・Merchandising: Continued merchant acquisitions mainly in the general retail industry (supermarkets, department stores, etc.) throughalliance strategies
YoY
17,747 +21.2%(100M JPY)

16,134
14,135
12,133
10,545

6,278

6,660

7,281

8,124

8,333

8,962

9,768

10,482

11,585

12,368

13,848

14,64816,489+15.1%

15,023

12,424+22.5%

10,148OthersMerchandising+22.0%

Services
1Q

2Q

3Q

FY20.3

4Q

1Q

2Q

3Q

FY21.3

4Q

1Q

2Q

3Q

FY22.3

4Q

1Q

2Q

3Q

FY23.3

4Q

1Q

2Q

3Q

FY24.3

4Q

1Q
FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

37

Payment Transaction Volume – Trend by Sector
・Successful alliance strategy mainly with Toshiba Tec led to steady growth in general retail and hobby, etc.
・Financial accounts strong in 1Q due to NISA tailwinds; food delivery drove increase in restaurant transactions
Payment Transaction Volume: Increase/Decrease by Sector(100M JPY)*% compared to the previous year

OthersFinancialaccounts
General retail+37.7%+82.3%

Restaurant+36.9%

Entertainmentand hobby+41.1%

Travel+11.4%

Telecom
services+15.7%

17,747

14,648

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

38

Payment Transaction Volume – Online and Offline Trend by Sector
・Online: Growth in broad industries, especially services, public funds, and other non-merchant transactions
・Offline: Successful alliance strategies have enabled us to acquire more large retailers and increase payment volume

Online Payment

Offline Payment(100M JPY)

OthersYoY

Home appliances/furniture/interior
Facilities/ticket booking
Stock/FX accounts
Public sector

12,023+12.6%

10,677(100M JPY)

OthersYoYEntertainment/hobby

5,724

Automobile+44.1%

Restaurant
TravelTelecoms/ASPGeneral retail

Travel

3,972

+8.3%
+64.2%+40.5%+82.3%+17.1%+37.9%+15.7%+5.4%

FY24.3 1Q

FY25.3 1Q

FY24.3 1Q

FY25.3 1Q
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

39Inbound-related Payment
・The number of foreign visitors to Japan recovered to pre-COVID levels; visitors from Greater China recovered to 2019 levels
・Alipay/WeChat Pay reached a record high in terms of payment transaction volume

The Number of Foreign Visitors to Japan (by Area)

Offline Transaction Volume(100M JPY)

Source: JNTO

516
253 340
246
126
43

17

21
17

23

31

48

35

22

15

24

13
306 287
1 3 5 7 9 11 1 3 5 7 9 11 1 3 5 7 9 11 1 3 5 7 9 11 1 3 5 7 9 11 1 3 5 7 9 11 1 3 5 7 9 11 1 3 5
2017

2018

2019

2020

2021

2022

2023

2024

292

159

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
FY20.3

FY21.3

FY22.3

FY23.3

FY24.3

FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

40Capital Expenditures and Expenses Related to Payment Business・Continuous investment in payment systems to ensure stable 24/7 & 365 days operation and robust security
・Fixed costs increasing gradually due to operational redundancies, and marginal profit margin expected to remain at current level

Payment-related Expenditures/Depreciation

Payment-related Costs/Marginal Profit Ratio(M JPY)(M JPY)

88.1%

302

293

302

288

288

294

318

294

2Q

349

3Q

FY23.3

297

4Q

87.2%

85.9%

87.3%

85.9%

80.9%

84.6%

142

608

510

439

297

301

344

356

419

377

1,118

1,103

1,122

1,139

1,139

1,145

1,199

1,258

1,292

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

386

336
254

1Q

88.2%

324

493

451

398

1Q

302

88.7%

2Q

3Q

FY24.3

4Q

1Q
FY25.3

FY23.3

FY24.3

FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

41

Segment Performance (Quarterly) – Long-term Incubation
・Profit from the equity method investments increased +37% driven by Kakaku.com, while accelerating joint businessdevelopment with a stronger collaboration initiative・Continued upfront investment in new businesses linked to the payment business for the medium and long-term growth

Segment Revenue
5,909

2,994

841

2,118

2,862
783

2,059

1,040

2,042

Segment Profit
3,701

2,982

2,988

661

733

2,319

2,227

3,100

868

2,220

2,985

3,217

(M JPY)(M JPY)

YoY

YoY

3,092

+7.7%

1,132

690
1,002 +36.7%

951

370

320

2,545
2,053

1Q
2,191

-1.6%

-372

2Q

2Q

3Q

FY23.3

4Q

1Q

2Q

3Q

FY24.3

4Q

189

188

3Q

4Q

1Q

FY23.32Q

3Q

FY24.3

-483

-775

1Q

506 +168.9%

505

-686

-639

-510

4Q

1Q

-395

FY25.3
-520

-743

1Q
FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

42

Operational Investment Securities / by Currency and Area
・In 1Q, JPY depreciation increased the fair value of operational investment securities denominated in foreign currencies
・The majority of the balance is invested in North America. Asia accounted for 20% and Japan for 12%

Operational Investment Securities (currency basis)(100M JPY)

866
780

Investments by Area

798
722

667

677

726 739 712
712
696

Europe0.2%

Others

14.5%

615

363

406

438

472

508

Japan

12.3%

North America

51.0%

Asia

22.1%

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
FY21.3

FY22.3

FY23.3

FY24.3

FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

43

Breakdown of Operational Investment Securities
・Unrealized gains account for 50+% of the total fair value of operational investment securities as of June 30, 2024
・Diversified portfolio with 200+ startup and LP investments, primarily seed and early-stage companies
Breakdown

Balance of the Top 5 Companies in the Portfolio(M JPY)

Total Fair Value

86,56571.2 billion

Unrealized gains

79,76977,95072,19367,676

72,594 73,924 71,151
69,569 71,190

Top 5

40.7 billion

Invested amount

Others

56.0%

56.0%

65.1%

65.1%

63.9%

63.5%

63.1%

63.6%

58.8%

57.2%

22.3

22.6

22.9

22.12

23.3

23.6

23.9

23.12

24.3

24.6

30.5 billion

FY22.3

FY23.3

FY24.3

FY25.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

44Consolidated Statement of Financial Position (IFRS)*See page 18

Copyright © 2024 Digital Garage, Inc. All Rights Reserved45

Reference Materials (2):Business Model

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

46

Grand Design of Payment Platform and Next-generation Businesses
Ⅰ Linear Development of Payment Platform
Continue the "DG FinTech Shift" strategy for the payment platform and strengthen recurring revenues

Ⅱ Development of Non-linear Businesses
Implement next-generation technologies into society / develop non-linear businesses through blockchain, Gen AI, etc.
NEW

II

Development of
Non-linear Businesses

Blockchain / Gen AI

Developing non-linear global businesses
integrated with payments using cuttingedge technologies

March 2024: Launch ofcustody staking service
NEW

EC site development

Marketing /DX Business

Payment Platform
Investment Incubation

March 2024: Launch of
Gen Lab, a startup studiofor Generative AI in the U.S.

Fintech / Financial
Business

I

Linear Development ofPayment Platform

Expanding strategic businesses with afocus on Fintech that create synergies
to achieve competitive advantage andgrowth in the payment business.

Payment Platform
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

47

Overview of Segment and Strategy
Grand Design of New Group Formations
I

II

PS segment

Enabling businesses/ Strategic partners

LTI segment

III

GII segment

Media (Kakaku.com)/ID
Retail tech Real estate
B2B
web3

Mobile & Next Tech

Money flow

・Data management
・PP project

DATA FLOWMedia & Mobile & Next Tech

Gravity

Information flow

Business flow

Startup

Global Incubation Stream

Global Tech & Startup Community

Logistics＜Tokyo／San Francisco／London＞

Copyright © 2024 Digital Garage, Inc. All Rights Reserved48

B2C Cashless Market
Cashless Market Size

Cashless Rate by Country

In-person cashless market
EC payment market
350
National final
expenditure300(trillion
JPY)

95.3%

Cashless rate

296

299

(As of 2021)

100.0%

90.0%

300

298

302

305

304

291

294

309
80.0%

Government
Target

83.8%

80%

70.0%

250
60.0%

200

50.0%

150

100

15.3%

16.9%

18.2%

20.0%

21.3%

24.1%

26.8%

29.7%

32.5%

36.0%

65.1% 63.8%
53.2%

50.4%

Government
Target (2025)

46.6%

40%

40.0%

30.0%

32.5%

20.0%

50
10.0%

0

Source:

0.0%

2013

2014

2015

2016

2017

2018

Cabinet Office "Annual Report on National Accounts 2022“
METI "Market Survey on Electronic Commerce 2022“

2019

2020

2021

2022

METI "Cashless Roadmap 2023“
METI "Cashless Vision"
Copyright © 2024 Digital Garage, Inc. All Rights Reserved

49

The Structure of Credit Card Industry
Commission

International brands

Contract

Commission

Money

VISA/MASTER/AMEX/DINERS/JCB
Brand
membership

IssuerIssue credit cards

Brand
membership
Payment
Commission

Acquire and manage merchants

Merchant contract (direct)

Payment

Credit card contract

Payment

Credit card member
ConsumerAcquirer

Merchant

Purchase goods & services

EC & store business

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

50

The Structure of Credit Card Industry
Commission

Contract

Commission

International brands

Money

VISA/MASTER/AMEX/DINERS/JCB
Brand
membership
Payment

IssuerIssue credit cards

Acquirer

Acquire and manage merchants

Commission

Representative
contract

Payment service
providerMarketing/
CRM solution(Multi payments)

Advancepayment
Marketing Solution

Consumer

Attracting
customers

PSP
contract

Merchant contract (direct)

Advancepayment

Payment

Payment

Credit card contract

Membership
acquisition
CRM

Credit card member

MarketingBrand
membership

Merchant

EC & store business
Purchase goods & services
Copyright © 2024 Digital Garage, Inc. All Rights Reserved51

Structure of Payment Service Provider
An intermediary service between merchants (EC & physical stores) and payment providers (credit card companies,
convenience store, etc.), that enables the merchants to install a number of payment methods with a single contract
Electronic transaction
Money
Consumer

Payment service provider

Merchant① Order

EC website② Payment information

Means of payment③ Payment information

Credit card companies
Bank payment
Convenience store payment⑦ Provision of goods⑤ Result notification④ Result notification⑨ Payments(commission deducted)⑧ Payments(commission deducted)

Real storese-money payment
Telecom carrier payment
ID payment
International payment⑥ Payment

QR code payment
BNPL (Buy now pay later)

Copyright © 2024 Digital Garage, Inc. All Rights Reserved52

Digital Marketing・Supporting clients’ business growth through comprehensive digital marketing services
・Providing solutions utilizing CRM and data, and Fintech solutions linked to payment business
Promoting interest and purchaseintent in all touchpoints with consumers

Clients

Marketing business

Bank/Card
Securities/Payment/
Other financial services

Outsource

RetailOthers (HR/Public
transportation/Hotels/Travel, etc.)

Customer databasedevelopment and analysis
Application
development

App/Game/E-book/Contents services
Real estate developer

Consumer

Overall internet advertising(Purchase promotion/customer
attraction/brand recognition)

Cosmetic/Consumer goods
manufacturer
e-commerce

Contact points

Work
togetherin DX area

Web media

SNS

Search engine

App

Mass media

Store

Media
development

AI solutions

Competing platforms for GAFA

Joint projects in DX and IT

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

53

Payment Methods and Major Payment Products
・Offering solutions for 40+ major payment methods, including credit card and convenience store payments
・Address the needs of clients with payment products designed for different industries and use cases
Payment Methods
Credit Cards

JCB, VISA, Mastercard, American Express,
Diners Club

ConvenientStoresSEVEN-ELEVEN, Lawson, FamilyMart,
Seicomart, MINISTOP, Daily YAMAZAKI

ID/QR

au PAY, Amazon Pay, Bank Pay, J-Coin Pay, Rakuten
Pay, d payment, LINE Pay, PayPay,
Smart Code, merpay, FamiPay, Apple Pay,
Google Pay, EPOS payment, COIN+

Carrier
Payments

au Easy Payment, d payment, Softbank Payment

Banks

Pay-easy, Rakuten Bank, SBI Sumishin Net Bank,
PayPay Banke-money

Rakuten Edy, Suica, nanaco, WAON

Overseas

Alipay, Alipay＋, WeChat Pay, PayPal, Union Pay

Web AccountTransfers

About 290 Financial institutions in Japan（Major banks, Internet banks, Local banks, andShinkin banks）

OthersVeriTrans BNLP, Credit cards for multi-currency,
Eikyufumetsu Point System

Major Payment Products

Multi-payment service foronline merchants

Multi-QR Code payment
service for offline merchants

QR Code multi-payment
service for offline merchants

HotelPay
Account transfers overemails and cash receipt at
Lawson stores

セレモニーPAY(Ceremony Pay)
Payment and financial
solutions specificallydesigned for funerals

Barcode payments for
PoS
One-stop installation of
ID Payment to PoS terminals

Payment services for hotels &hospitality industry, integrated
reservation systems

Credit card payment solution
for real estate industry(rents and initial fees)

IVR
Payment

e-mail link payment

Credit card payment solution
for telephone ordering

Payment solution to provide
payment URLs by emails.

OmniPAY

Fraud-detection Service

One-stop payment solution
to manage both online andoffline payments

Security solutions forfraud prevention and detection（ACI, ReD Shield, Sift, etc.）

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

54

Contract Type of Payment Service Provider
agencytype (Representative
contract)
StorageStorageagency type
（Representative
contract）• Monthly sales proceeds are deposited to the merchant in a lump-sum payment
from our company• Single point of contact for payment

Merchant• We handle all contracting procedures with payment providers such as credit cardcompanies and financial institutions

Payment
service provider

Merchant contract• Streamline operations such as payment management and confirmation

Payment dataprocessing

Payment dataprocessing

Monthly fee
Pay the amount less thepayment service provider ’s
fees

Pay sales proceeds lessfees

Payment institutions

Acting as an all-in-one agent for contracting procedures with various
payment institutions and payment of sales amounts

Payment
data processing
type contract）(Direct contract)
Payment
data processing
type（Direct
Data processing
contract

Merchant• Provide payment systems and automate card payment processing• Merchants sign contracts directly with credit card companies• Provide the necessary software and transaction management tools• Also provide support for software installation
Electronic
message
Money

Payment dataprocessing

Payment
service provider

Payment dataprocessing

Monthly fee,
Processing fee
Merchant contract
Pay sales proceeds less fees

Payment institutions

Based on the merchant agreements with credit card companies signedby the merchants, credit card payment processing is automated throughthe introduction of a payment system provided by PSP

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

55

Real Estate DX Solution: Musubell
Musubell, One of the Largest DX Platforms for Real Estate Transactions in Japan.
Entered the condominium management business to promote DX in the whole industry
Cooperating partners will be expanded in the coming years
Real Estate Transactions DX BusinessCondominium Management DX+280% increase in the number of installed locations of realestate operators compared to August 2023

New service launched in March 2024
Promoting DX of the entire condominium management operations

Services

Real estate service expansion

for New Condominiums

 Promoting the use of IT in business processes with stakeholders including
brokers and outsourcing companies
 Aiming to solve social issues such as the shortage of management staff

for Real Estate Agentfor Property Survey

Musubell Partner Program
Track Record

Installed locations

420

Electronic contracts

8,665 (total for FY24.3)

Real estate agency users

1,700

DX Engagement Platform providing
services to streamline overall sales andmanagement operations with electronic
real estate contracts.

Service expansion throughOpen Innovation

Started showing tentative mortgage loan approval results

 Connected to Toppan Edge's Mortgage Provisional Loan Screening Service
 Results of provisional screening by financial institutions can be confirmed within
Musubell

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

56

B2B Payment: DGFT Invoice Card Payment
Promoting Payment Business for B2B Payment Market, which is Larger than the B2C Market
Aiming to build a B2B Fintech Gateway to provide financial and data services for businesses
Business Overview

Customer
Value

Service
ChannelA service that allows corporations to pay their bills
for purchases, etc. by credit card
(1) Improved cash flow
(payment due extended for up to 60 days)(2) Simpler billing/payment processes with DX

Partnerships with corporate card issuers and B2B
SaaS providers in addition to our own channel(1) Own channel(2) Partnership channel through our system OEMs, etc.

Partner Channels (Example)
Corporate Card Issuers

Market Size*
B2C Payment

B2B Payment
Approx.

Approx.

300

trillion yen

Approx.

5x

1,500
trillion yen* Estimated based on corporate statistics, etc.

Traction
Payment transaction volume has increased
for 16 consecutive months since the launchof the service in November 2022

SaaS Providers

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

57

Multi-layered Business and Revenue Opportunities Related to Payments
・Stable platform that continuously generates consistent revenues, mainly from payments
・Creating multi-layered revenue opportunities with existing businesses and DX/ Fintech/ Next-generation media, etc.

AcquiringMembers
Opening
Accounts

Payment partners

Platform
Solution

Financial Marketing
CRM Solutions

Payment platform

Business
Operators(Merchants)
Commerce marketing

DX/cashless products
・Credit Cards
・e-Money・Bank・QR payment
etc.

Joint developmentof new services

Payment

Long-term
Incubation

B2B payment/cashflow
improvement
Next-generation media

DX
Cashless

Attracting
customers

Consumer

Payment
Companies
Financial
Institutions

Consumer behavior
data from awarenessto purchase

B2B transaction
Wholesalers
Manufacturers

Payment & purchasingdata

Copyright © 2024 Digital Garage, Inc. All Rights Reserved58

Reference Materials (3):Cashflow Allocation / Shareholder Return

Copyright © 2024 Digital Garage, Inc. All Rights Reserved59Cashflow Allocation
PL

Profit before tax
in PS

RevenueCashflow
before tax

Expenses

Distributable cash

Use of cash

Corporate tax

Headquarter
costs

Capex in PS
Repayments of debt

+Depreciation+ Impairment/valuation
gains/losses

Base businesscash flow

Dividends fromsubsidiary and affiliates

Investment
Business CF

New businessdevelopment

・ Distribution income
・ from funds
・ Dividends Income

30+ bn JPY in 5 years

10+ bn JPY in five years
Positive cash flow from new Businesswill be added to the Distributable cash

Corporate tax etc.
in investment business

Costs for investment
business

・Proceeds from the sales
・ of securities

Shareholder returns(progressive dividend)

Investment
business
cash flow

Additional
Shareholder returns
Startup investment
Strategic investment
M&A

Up to 30% of investment
business income

FinanceDebt, equity, asset sales, etc.

Copyright © 2024 Digital Garage, Inc. All Rights Reserved

60

Financial Strategy for Investment Business・Promote the sales of shares directly held by DG to generate investment EXIT income (proceeds from sales, etc.)
・Carefully select new investments, and plan for investing through funds for income purposes to diminish the balance
・Clarify the use of investment EXIT income and make strategic decisions on growth investment and additional returns, including new business development

Usage of Investment EXIT Cash Flow

5Y Picture of Direct Investment and Income from Sales

70 B JPY
Investment in Growth(New Business Development)
Make strategic decisions based on businessenvironment and opportunities

Operational
Investment
on
Balance
Sheet

Unrealized
ProfitInvestment
Business CF(Operating costs,
after tax)

Book value

Investment
Business Income
30+ bn JPY（5Y Total）

End of FY23.3

Consider Additional
Shareholder Return
Reinvestment in Startups
and Managed Fund
Up to 30% of Investment Business
IncomeStrategic Investments（M&A・Capital alliance）

End of FY28.3
Copyright © 2024 Digital Garage, Inc. All Rights Reserved61

Shareholder Return Policy
PolicyStabledividend

Long-term stable dividends on a
progressive dividend basis

Accelerating
dividend
increase

Increasing dividend growth rate bylaunching new businesses

Additional
ReturnSpecial dividends/share buybacks
based on portfolio sales progress

Distributable resources

Base Business
Cashflow

Income from sales/distributionsin the investment business

Copyright © 2024 Digital Garage, Inc. All Rights Reserved62

Shareholder Return Policy・Dividends Policy: Progressive dividend based on PS cash flow & additional dividends by cashflow from new business・Consider additional returns (special dividends, share buy-back) from CF from the investment business as active options
Shareholder Return by Base Business CF

Shareholder Return Policy
Additional Returnfrom Investment CF
2nd Layer(Newbusinesses)

Additional dividend
from new businesses(LTI)
Base Business CF

Stable divided from CF from PS Segment

10+ bn JPY
FY24.3Medium-term Plan

1st layer(PS)

Investment for growth or additional shareholder returns will
be determined, considering business environment andinvestment opportunities

Aim to increase dividends bygenerating cash flow through launchof strategic businesses

Plan to pay progressive dividends
from cash flow of PS Segment,
which is expected as continuous
profit growth

Dividend
payoutratio
30+%

FY28.3Copyright © 2024 Digital Garage, Inc. All Rights Reserved

63

Please note that the business forecasts and strategies covered in today’s presentation are based on our current evaluation and future results may vary significantly depending on unforeseeable
events or circumstances. This announcement is solely for the purpose of the investors relationship and is not for making any solicitation for investment in any securities. This announcement does
not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior toregistration or qualification under the securities laws of any such jurisdiction. Any securities of our consolidated subsidiaries have not been registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and may not be offered or solid in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.
Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer andits management and financial statements.