November 27, 2023
Company name:

UT Group Co., Ltd.

Representative:

Yoichi Wakayama, President,
Representative Director & CEO(Securities code:2146, TSE Prime Market)

For inquiries:

Takahito Yamada, Executive Officerand Division Manager,
General Affairs DivisionTEL:+81-3-5447-1710

Notice Regarding Acquisition of Shares (Conversion into Subsidiary) of BeNEXT
Partners Inc., Change in a Consolidated Subsidiary (Share Transfer)
The Board of Directors’ meeting of UT Group Co., Ltd., held today, resolved that 1) UT Group will acquire all
outstanding shares of BeNEXT Partners Inc., a consolidated subsidiary of Open Up Group Inc. and make it asubsidiary (“Share Acquisition”), and 2) UT Group will sell all shares of its consolidated subsidiaries UTTechnology Co., Ltd. and UT Construction Co., Ltd. to Open Up Group Inc. (“Share Transfer”). A sharetransfer agreement was concluded today as follows. As a result of the Share Transfer, UT Technology andUT Construction will be excluded from the scope of consolidation of UT Group.
I.

Reason for Share Acquisition (conversion into subsidiary) and Share Transfer

With the target of “Creating a ‘diversity & inclusion’ workstyle platform” set forth in the Fourth Medium-term
Business Plan, UT Group has been promoting further expansion of its market share in all processes in client
factories by training and strengthening semiconductor manufacturing equipment engineers in its core businessarea of worker dispatch for major manufacturers. We are also working to further strengthen and expand thebusiness foundation of the Group by establishing a stable employment environment in local workplaces
through business alliances and M&As of leading dispatch companies in various areas.
The Japanese labor market is expected to see a rapid decline in the working-age population. In order tocompensate for the decline in the working-age population, it is said that it is essential to create an environment
in which workers can fully demonstrate their skills and create opportunities for diverse human resources toplay an active role. In addition, manufacturing industries will find it more difficult to secure or develop sufficienthuman resources.
Under these circumstances, as a leading company in manufacturing dispatch , we have been building abusiness foundation with the aim of being a company chosen by workers. Currently, UT Group provides humanresources services in multiple business segments, and while reviewing the optimization of the Group’sbusiness portfolio and the optimal allocation of management resources, we have been engaged in discussions
1 / 8

with Open Up Group.
As a subsidiary of Open Up Group in the manufacturing dispatch sector, BeNEXT Partners, which we will
acquire at this time, operates business in 25 locations nationwide and employs approximately 2,800 persons.
Its strength is ability to secure employment in various sectors and job types of the manufacturing industry, andto match job seekers and employees from all over the country with their workplace, placing the highest priority
on their wishes and preferences. Open Up Group, which is the counterparty to the Share Acquisition and ShareTransfer, is a corporate entity established through management integration of the former BeNEXT Group (amajor engineer dispatch company) and the former Yumeshin Holdings Co., Ltd. (a major construction engineer
dispatch company) in April 2021. Open Up Group has an overwhelming advantage in the electromechanicaland IT sector and the construction sector, and has a wealth of know-how and business foundation. Thecompany, which is also well known for its capability in re-skilling, has achieved strong growth in the engineer
dispatch industry by supporting inexperienced workers to become engineers and engineers to raise their sills.
UT Technology and UT Construction both belong to the Engineering Business Segment of UT Group, andprovide engineer dispatch and outsourcing services in the electromechanical and IT sector and theconstruction sector, respectively. Under the Fourth Medium-Term Business Plan, the Engineering Businesshas been positioned as a segment in which we will build a business foundation with a long-term perspective,in addition to achieving growth driven by the core business of worker dispatch for major manufacturers. Under
the theme of “cultivating the field of high-skill engineers,” we have been seeking to build a business foundation
by strengthening functions through alliances with leading companies and M&As of engineer dispatchcompanies.
To sum up, UT Group has decided to execute the transaction as stated above for the purpose of prioritizing
the allocation of management resources to its core business of manufacturing worker dispatch. With regard toBeNEXT Partners, we will utilize the business foundation of its nationwide network and share our strengths in
the know-how of area-based hiring and human resource development, to achieve their further growth.
Concerning UT Technology and UT Construction, we have concluded that, in order to accelerate their mediumto long-term growth, collaboration with Open Up Group’s companies will further refine their capability to recruitand develop engineers and lead them to provide higher value-added services than ever before.
Going forward, UT Group will build a solid business foundation as a career platform company that can respondto the desires and interests of more and more workers, and will contribute to resolving major social issues
such as the rapid decline in the working-age population envisaged in the medium term and structural changes
in human resource utilization in the manufacturing industry. In addition, we will establish a solid position as aleading company in manufacturing dispatch and realize high growth over the medium to long term.

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II.

Share Acquisition (conversion into subsidiary)

1.

Outline of a company (BeNEXT Partners Inc.) to be converted into a subsidiary

(1)

Name

BeNEXT Partners Inc.

(2)

Address

2-14-1 Higashi-Shinbashi, Minato-ku, Tokyo

Name and title of theSeiki Haruta, President and Representative Director(3)

representative
Outsourcing and worker dispatch businesses related to general(4)

Business(5)

Capital

235 million yen(6)

Established

January 15, 2009

Major shareholder andOpen Up Group Inc.

(7)

manufacturing operations

100.0%

ownership percentage
There is no particular capital relationship that should
be disclosed between UT Group and the company,

Capitalnor between UT Group’s related persons andrelationshipcompanies and the company’s related persons andcompanies.
There is no particular personnel relationship that

Relationships between(8)

UT Group and thecompany

should be disclosed between UT Group and thePersonnel

company, nor between UT Group’s related persons

relationshipand companies and the company’s related persons
and companies.
There is no particular business relationship thatshould be disclosed between UT Group and theBusinesscompany, nor between UT Group’s related persons

relationshipand companies and the company’s related persons
and companies.

(9)

Operating performance and financial condition in the last three fiscal years

Fiscal year

Fiscal year ended

Fiscal year ended

Fiscal year ended

June 2021

June 2022

June 2023

Net assets

803 million yen

1,136 million yen

1,399 million yen

Total assets

1,968 million yen

2,370 million yen

2,756 million yen

87,316 yen

123,513 yen

152,157 yen

8,662 million yen

9,682 million yen

10,997 million yen

Operating profit

550 million yen

547 million yen

588 million yen

Ordinary profit

470 million yen

454 million yen

388 million yen

Net profit

320 million yen

333 million yen

263 million yen

34,868 yen

36,237 yen

28,610 yen

BPS
Net sales

EPS

3 / 82.

Outline of a party from whom shares will be acquired
(1)

Name

Open Up Group Inc.

(2)

Address

2-14-1 Higashi-Shinbashi, Minato-ku, Tokyo

Name and title of theYutaka Nishida, Chairman and Representative Director, CEO(3)representative
Control and management of business activities by group companies,(4)

Business(5)

Capital4,695 million yen (June 30, 2023)(6)

Established

August 6, 1997

Net assets

87,722 million yen(7)engaged in the worker dispatch business, etc.

(non-consolidated)
Total Assets(8)

106,144 million yen(non-consolidated)(9)

Major shareholder andThe Master Trust Bank of Japan, Ltd. (Trust Account)

10.6%

ownership percentage

Hayao Nakayama

9.7%(June 30, 2023)
(10)

3.

Relationships between

Capital relationship

Not applicable

UT Group and thePersonnel relationship

Not applicable

company

Business relationship

Not applicable

Number of shares to acquire, the purchase price, and shareholding before and after theacquisition

(1)
(2)

Number of shares held－ shares

before the transfer(Voting rights ownership: －%)Number of shares to

9,200 sharesacquire(Voting rights ownership: 100.0%)
Common stock of BeNEXT Partners, Inc.

(3)

Purchase price

3,185 million yen

Advisory costs, etc. (approximate sum for the

16 million yen

acquisition and transfer)(4)

Number of shares to be

9,200 shares

held after the transfer(Voting rights ownership: 100.0%)

4.

Date

(1)

Date of resolution of the Board of Directors meeting

November 27, 2023

(2)

Date of signing contract for share transfer

November 27, 2023

(3)Execution date of share transfer

April 1, 2024 (plan)

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III.

Share Transfer

1.

Outline of the subsidiaries to be transferred

1)

UT Technology

(1)

Name

UT Technology Co., Ltd.

(2)

Address

1-11-15 Higashi-Gotanda, Shinagawa-ku, Tokyo

Name and title of theReiko Nunomura, President and Representative Director(3)

representative
On-site outsourced work in technology development, contracted(4)

Business(5)

Capital

45 million yen(6)

Established

September 30, 2005

Major shareholder andUT Group Co., Ltd.

(7)

development work, etc.

100.0%

ownership percentage
CapitalThe company is a consolidated subsidiary in which UT

relationshipGroup owns 100.0% of its shares.
UT Group’s certain directors and executive officers serve
as directors or officers of the company, and UT Group’s

Personnel
Relationships between UT(8)relationshipGroup and the company

employee serves as auditor of the company. In addition,some other employees of UT Group are seconded to thecompany.
UT Group receives management guidance fees,

Business

commission fees ,and dividends from the company. UTrelationshipGroup and the company also have transactions, includingborrowing of funds.

(9)

Operating performance and financial condition in the last three fiscal years

Fiscal year

Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2021

March 2022

March 2023

Net assets

469 million yen

448 million yen

564 million yen

Total assets

1,916 million yen

981 million yen

1,277 million yen

551,749 yen

526,517 yen

663,534 yen

3,873 million yen

3,010 million yen

3,772 million yen

Operating profit

366 million yen

223 million yen

392 million yen

Ordinary profit

365 million yen229 million yen

391 million yen

Net profit

208 million yen

148 million yen

259 million yen

244,815 yen

174,533 yen

305,054 yen

BPS
Net salesEPS2)(1)

UT ConstructionName

UT Construction Co., Ltd.
5 / 8(2)(3)

Address

1-11-15 Higashi-Gotanda, Shinagawa-ku, Tokyo

Name and title of theHiroshi Hokari, President and Representative Director

representative
Construction engineer dispatch business, and fee-charging employment(4)

Business(5)

Capital40 million yen(6)

Established

April 17, 2012

Major shareholder andUT Group Co., Ltd.

(7)

placement business100.0%

ownership percentage
CapitalThe company is a consolidated subsidiary in which UT

relationshipGroup owns 100.0% of its shares.
UT Group’s certain directors and executive officers serve

Relationships between(8)

UT Group and theas directors or officers of the company, and UT Group’s

Personnel
relationshipcompany

employee serves as auditor of the company. In addition,some other employees of UT Group are seconded to thecompany.
UT Group receives management guidance fees,

Business

commission fees ,and dividends from the company. UTrelationshipGroup and the company also have transactions, including
borrowing of funds.

(9)

Operating performance and financial condition in the last three fiscal years

Fiscal year

Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2021

March 2022

March 2023

Net assets

401 million yen

314 million yen

490 million yen

Total assets

1,247 million yen

1,097 million yen

1,306 million yen

501,737 yen

392,688 yen

612,690 yen

4,583 million yen

4,922 million yen

5,263 million yen

Operating profit

440 million yen301 million yen

536 million yen

Ordinary profit

442 million yen

304 million yen

535 million yen

Net profit

290 million yen

202 million yen

350 million yen

363,548 yen

253,451 yen

437,502 yen

BPS
Net sales

EPS
2.

Outline of a party to whom shares will be transferred
(1)

Name

Open Up Group Inc.

(2)

Address

2-14-1 Higashi-Shinbashi, Minato-ku, Tokyo

Name and title of theYutaka Nishida, Chairman and Representative Director, CEO

(3)
(4)

representative
Business

Control and management of business activities by group companies,
6 / 8engaged in the worker dispatch business, etc.
(5)

Capital4,695 million yen (June 30, 2023)(6)

Established

August 6, 1997

Net assets

87,722 million yen(7)(non-consolidated)
Total Assets(8)

106,144 million yen(non-consolidated)(9)

Major shareholder andThe Master Trust Bank of Japan, Ltd. (Trust Account)

10.6%

ownership percentage

Hayao Nakayama

9.7%(June 30, 2023)
(10)

3.

Relationships between

Capital relationship

Not applicable

UT Group and thePersonnel relationship

Not applicable

company

Business relationship

Not applicable

Number of shares to be transferred, transfer price, and status of shares held before and aftertransfer

1) UT Technology
(1)
(2)

(3)

Number of shares held

851 shares

before the transfer(Voting rights ownership: 100.0%)

Number of shares to be

851 sharestransferred(Voting rights ownership: 100.0%)

Transfer priceCommon stock of UT Technology Co., Ltd.

2,371 million yen

Advisory costs, etc. (approximate sum for the

16 million yen

acquisition and transfer)(4)

Number of shares held0 shares

after the transfer(Voting rights ownership: 0.0%)

2) UT Construction
(1)
(2)

(3)

Number of shares held

800 shares

before the transfer(Voting rights ownership: 100.0%)

Number of shares to be

800 sharestransferred(Voting rights ownership: 100.0%)

Transfer priceCommon stock of UT Construction Co., Ltd.

5,000 million yen

Advisory costs, etc. (approximate sum for the

16 million yen

acquisition and transfer)(4)

Number of shares held

0 sharesafter the transfer(Voting rights ownership: 0.0%)

7 / 8

4.

Date

(1)

Date of resolution of the Board of Directors meeting

November 27, 2023

(2)

Date of signing contract for share transfer

November 27, 2023

(3)

Execution date of share transfer

April 1, 2024 (plan)

IV. Future prospects
The impact of these transactions on the consolidated financial results for FY3/2024 is expected to beinsignificant. As a result of these transactions, a certain amount of extraordinary income (sale of shares insubsidiaries and affiliates) is expected to be recorded in FY3/2025. The impact of the transactions, including
the extraordinary income, on UT Group’s financial results earnings are currently being assessed and will be
disclosed as soon as it is determined.
End8 / 8