LETTER OF
CONFORMANCEStatement No.:
SS005-2021-OAS-KOB-DNVSHIFT Inc.
〒106-0041 Masonic 39 MT Building, 2-4-5 Azabudai, Minato-ku, Tokyo, Japan
It was confirmed that the loan, which SHIFT Inc. receives from Sumitomo Mitsui Banking
Corporation, meets the criteria of “ESG/SDGs Assessment Loan (PIF Principle-applied)”developed by Sumitomo Mitsui Banking Corporation, which has been confirmed to comply with
the Positive Impact Finance Principles (hereinafter PIF).
This Letter of Conformance is valid for the following scopes:Target organization：SHIFT Inc.
Target loan：ESG/SDGs Assessment Loan (PIF Principle-applied)
Target activity：- Activities related to ESG / SDGs of SHIFT Inc.
- The following activities set as material action items(1) Contribution to society through the software quality assurance business(2) Contribution to the Japan’s IT industry through the software quality
assurance business- Resolving the shortage of human resources in the Japan’s IT industry- Reforming industry structure(3) Realization of employment opportunities for diverse human resources(4) Reduction of environmental load on society

About DNV
Place and date:
Kobe, 30 June, 2021

For the issuing office:
DNV Business Assurance Japan K.K.
Sannomiya Chuo Bldg. 9th Floor,
4-2-20, Goko-dori, Chuo-ku, Kobe 651-0087______________________________________________________________________________

Naoki Maeda
Management Representative

DNV Business Assurance Group, as an independent third-party body, declares that it has no factual or cognitive
interest in relation to the provision of verification services and with SHIFT Inc. Also, our work constituted a highlevel review of the available information, based on the understanding that this information was provided to us bySHIFT Inc. in good faith, and we have not performed an audit or other tests to check the veracity of the information
provided to us. This evaluation does not provide an assessment of the financial performance of the loan, the valueof any investment or loan, or its contribution to long-term ESG performance or SDGs.

Lack of fulfilment of conditions as set out in the Certification Agreement may render this Certificate invalid.

DNV Positive Impact Finance Principles Evaluation Protocol
DNV evaluated and confirmed the following through the assessment.

Principle

Key word *(Work undertaken)

Principle 1
Definitiona)Principle 2
Frameworksa) Establish thespecific processes,
criteria andmethodologies to
identify positive
impactPrinciple 3
Transparencyb) Establish theverification
processes, criteria
andmethodologies tomonitor theachievement ofintended impactsc) Allocate and equip
staffs with therelevant mandates
and skills toenforce the above
processesd) Review SPO
assurances ontheimplementation ofthe above
processes asappropriatea) Disclosure ofpositive impactb)

Principle 4
Assessment

Assess both
positive andnegative impacts

Disclosure of theprocesses todetermine
eligibility, andmonitoringa) Evaluate thedegree of

DNV Findings
 Sumitomo Mitsui Banking Corporation (hereinafter, SMBC)
appropriately evaluates the negative impact of the ESG / SDGsactivities promoted by SHIFT Inc. (hereinafter, SHIFT) in addition
to the positive impact.
 Of the ESG / SDGs activities, the four activities with 17
evaluation indicators set as "material action items" wereevaluated by the lender SMBC as important activities for therealization of sustainability management through SHIFT'sbusiness, and it is planned that the impact achievement statusbased on specific 17 evaluation indicators is monitored.
 SMBC has established an ESG/SDGs Assessment loan process
determining sheet, which complies PIF to evaluate positiveimpact.
 In addition to the positive impact evaluation of SHIFT based on
this determining sheet, SMBC confirms its eligibility throughdiscussions with SHIFT.
 SMBC has established a verification process, criteria, andmethodologies for the achievement of intended impact basedon ESG / SDGs activities carried out by SHIFT. The concrete
plan was shared with SMBC and SHIFT through discussion,and it was confirmed that SHIFT’s efforts will be promoted toachieve impact.

 SMBC has assigned departments and staffs with the necessarycompetence and skills to implement the process, andappropriately confirms ESG/SDGs activity plans andimplementation status based on PIF principles of SHIFT.

 The appropriateness and validity of the ESG / SDGs
Assessment loan process determining sheet and the abovementioned efforts for determining positive impact defined by
SMBC have been confirmed by a third party.

 SMBC plans to confirm (monitor) that SHIFT will disclose
information on ESG / SDGs activities related to positive impact
to the general public at least once a year through SHIFT’s
website, and to ensure its transparency.
 The eligibility determining process and monitoring process (seePrinciple 1 and Principle 2) are evaluated by a third party anddisclosed to stakeholders including SMBC and SHIFT.

 SMBC confirms through the performance of SHIFT and thediscussions with SHIFT how positive impact of SHIFT will beachieved.

Lack of fulfilment of conditions as set out in the Certification Agreement may render this Certificate invalid.

achievement of theintended impactb) Variety of positive
impacts deliveredc) Magnitude of theimpacts deliveredd) Scale of impacts
delivered relative toamount of fundsspente) Magnificationf) Level ofadditionality

 SMBC has evaluated SHIFT’s each ESG/SDGs activities(environmental, social and governance aspect, and contributionto SDGs achievement) based on the ESG/SDGs Assessment
loan process determining sheet, and has confirmed that various
impacts will be brought.
 Based on the characteristics of SHIFT’s business, SMBC has
set four “material action items” as activities that have an
important effect on the positive impacts, in addition toevaluating various ESG / SDGs activities of SHIFT. It isintended that the financing will deliver a large (significant)
impact and on the invested capital.

 Not applicable SMBC has confirmed that SHIFT’s ESG activities areassociated with SDGs, and evaluates them as an additional
positive impact.
＊Key word: From the perspective that SMBC apply when evaluating individual finance based on the PIF
principle, DNV has set concise indicators for key evaluation items. The PIFp-eligibility of SMBC's model
framework for this financial product “ESG / SDGs Assessment Syndication Complied with Positive Impact
Finance Principles” has been separately evaluated and confirmed by DNV.

Lack of fulfilment of conditions as set out in the Certification Agreement may render this Certificate invalid.