March 16th, 2016

Company Name
Representative
Director

Enigmo Inc.
Representative
Director
Shokei Suda
CEO（Code No.：3665 Tokyo Stock Exchange, Mothers）
Inquiries
DirectorCorporate Operation Yoichi Kaneda
DepartmentTEL. 03-6894-3665

Notice on share acquisition accompanying a change inconsolidated subsidiaries
This is to announce that the Company’s board meeting held on March 16 th2016 resolved to convert the convertible bonds of Enigmo Korea Inc.
(Representative Executive Officer, Sumifusa Iida, hereinafter “EnigmoKorea”) into shares, to make it the company a consolidated subsidiary.
1. Reason for share acquisition
With the objective of operating BUYMA KOREA, Enigmo has had a capitalalliance with Enigmo Korea since June 10th 2013, through subscribing to athird party allotment of their shares as well as holding their convertible
bonds. In order to more reliably and promptly realize the expected outcomeof the capital alliance, it has been decided to convert bonds into shares andmake Enigmo Korea a subsidiary. By doing so, Enigmo intends to further
strengthen collaboration on the business front and concentrate on developing
various measures for service expansion in the South Korean market.
2. Method of stock acquisition
Shares will be acquired by converting Enigmo Korea’s convertible bonds
into shares. The acquisition price will be 1,983 million KRW (189,971
thousand JPY ※), which was the underwriting price of the convertiblebonds.
※1KRW＝Approx. 0.0958JPY (at the exchange rate of March 15th, 2016)

1

3．Outline of changing subsidiary①Name of Company②Head Office Address

Enigmo Korea Inc.

⑦Major shareholders

Kim Myun Gong
Lim Yong Sung
Enigmo, Inc.

(Enigmo Korea)

101-2601 Lotte Castle President, Gongdeok-dong, Mapo-gu,Seoul, Korea③Name and position of Representative Executive Officer Sumifusa IIDA
representative④Nature of business
Operation of the social shopping site, BUYMA KOREA⑤Capital
Before share conversion：117,000KRW （11,466 thousand JPY）
After share conversion：2,100,000KRW（205,800 thousand JPY）
※1KRW＝0.0958JPY（March 15th 2016 exchange rate）⑥Established
April 4th, 2013
and theirshareholding ratio（As of March 16th2015）⑧Relationship with

72.65％
12.82%
14.53％

CapitalAs written in ⑦ above, the listed Company
has a 14.53％ shareholding in the company

Personnel

3 Directors, 1 Auditor and 1 employee of thelisted Company serve as concurrent directorsof Enigmo Korea

Transaction

The listed Company has a purchase agent
contract with Enigmo Korea, and conducts
transactions in accordance with this contract.
Nonethe listed Company

Status ofrelationship withrelated parties⑨Recent earnings and financial position of the company(thousand units)

Accounting Period

Net Assets
Total Assets
Net Assets per
shareSales
Operating LossFYE December 2015

FYE December 2014

FYE December 2013

-2,323,158 KRW(-222,559 JPY)

-1,104,269 KRW(-105,789 JPY)

-339,949 KRW

1,237,333 KRW(118,537 JPY)

645,308 KRW(61,821 JPY)

399,078 KRW-199 KRW(-19 JPY)-94 KRW(-9 JPY)-29 KRW

106,596 KRW(10,212 JPY)

21,830 KRW(2,091 JPY)

282 KRW-1,189,454 KRW(-113,950 JPY)

-765,193 KRW(-73,305 JPY)

-457,056 KRW

2(-32,567 JPY)
(38,232 JPY)(-3 JPY)(27 JPY)(-43,786 JPY)

Ordinary Loss
Net Loss-1,218,888 KRW(-116,769 JPY)

-764,320 KRW(-73,305 JPY)

-456,949 KRW-1,218,888 KRW(-116,769 JPY)

-764,320 KRW(-73,222 JPY)

-456,949 KRW-104 KRW(-10 JPY)-65 KRW(-6 JPY)-39 KRW

Net losses pershare(-43,776 JPY)(-43,776 JPY)(-4 JPY)

Dividend per―――share※1KRW＝0.0958JPY（exchange rate as of March 15th 2016）※Figures less than one thousand KRW are rounded down.Net Assets, Net Losses
per share are calculated using the number of shares as of the end of the fiscalyear※Numbers are based on the company’s financial statements.
※Financial statements have not been audited by Japanese nor Korean
independent auditors.

4．Number of acquired shares, acquisition price and shareholdings
before and after acquisition(1) Number of shares 1,700 shares（number of votes ：1,700）
before change（ratio of shareholding ：14.53％）(2) Number of shares 198,300 shares（number of votes ：198,300）
acquired（shareholding percentage after capital injection：94.43％）(3) Acquisition price
Underwriting price of convertible bonds
189,971,000JPY
Advisory cost（Approx.） 200,000 JPY
Total 190,171,000 JPY(4) Number of200,000 shares（number of votes ：200,000）
shareholdings after（ratio of shareholding ：95.24％）
change5．Schedule
March 16th, 2016
March 16th, 2016

Board meeting resolution
Conversion to shares

36．Effect to the Company’s earnings
For the current fiscal year, consolidated earnings are expected to improveas the company will be consolidated from Q2, as well as positive effects fromfurther operation between both companies.
(Reference) Earnings forecasts for FYE January 2017 (announcement on
March 16th 2016) and actual results for FYE January 2016

Unit：million JPYSales

FYE January 2017 (Forecast)FYE January 2016 (Actual)

3,623
2,8584Operating
ProfitOrdinary
ProfitNet Profit(Net Loss)

1,001
219

1,001
216

606(180)