March 7, 2023
(Translated from the Japanese original)
Company Name:
Representative:
Stock Listing:Stock Code:Contact:
Phone:TIS Inc.
Yasushi Okamoto, President and Representative
Director
Prime Market, Tokyo Stock Exchange
3626
Takahiro Kimura, Department Manager ofCorporate Management Dept.
+81-3-5337-4569 (in Japan, 03-5337-4569)

Notice regarding Acquisition of Stock in Nihon ICS Co., Ltd. andSubsequent Change in Subsidiary Status
The Board of Directors at TIS Inc. (hereafter, “the Company” and “TIS”) resolved on February 1,2023, that the Company would participate in a bid related to the acquisition of stock in Nihon ICS Co.,
Ltd. (hereafter, “Nihon ICS”). After negotiating terms and conditions with Nihon ICS, the Board
decided today that TIS would turn Nihon ICS into a consolidated subsidiary and signed a stock transfer
agreement with the company. Details are provided below.
Details
1. Reason for acquisition of stock
TIS is guiding the TIS INTEC Group toward sustainable corporate growth and higher corporate value
through achievement of Group Vision 2026 and is moving forward on the concentration of businesses
into four strategic domains (Note 1). While leveraging various measures to realize structuraltransformation during Medium-Term Management Plan (2021–2023), TIS concluded that turning
Nihon ICS—a company that provides financial accounting packages and related services targeting tax
accounting offices and the clients they advise—into a consolidated subsidiary and thereby securing thatcompany’s business model and client base presented a vital advantage in TIS’ efforts to accelerate
growth of the IT Offering Service Business, which is one of the Company’s strategic domains (Note 2).
In turning Nihon ICS into a consolidated subsidiary at this time, TIS will combine its own
business content for financial institutions with the business content of Nihon ICS for tax accountants
and others to promote the following activities, which will underpin an expanded client base andrealization of new business schemes.
(1) Raise level of professional services
Enhance the efficiency of tax accounting services and improve certainty of such services for
tax accounting offices and small- and medium-sized companies in Nihon ICS’ client base byboosting the features in accounting and tax packages and applying new technologies.
(2) Strengthen capabilities of financial institutions
Provide solutions to small- and medium-sized companies that help business partners connected
to financial institutions in the TIS client base that are shifting toward greater use of IT and
striving to achieve digital transformation.
(3) Extend services of both companies to new companies
Form business matching community linking tax accounting offices numbering more than1

10,000 across Japan, a client base of more than 400,000 companies that receive advice, andmore than 100 financial institutions, and create business opportunities that go beyond regionalborders.
Notes:

1. Four business domains making up core activities of the TIS INTEC Group by 2026, as
outlined in Group Vision 2026
2. Combine accumulated Group know-how with advanced technologies in possession tocreate IT solution services even before clients realize they need them and quickly provide
these services to them.

2. Overview of company changing status (Nihon ICS Co., Ltd.)(1)(2)

NameAddress(3)

Name and title ofrepresentative
Business activities(4)

Nihon ICS Co., Ltd.
11F, Uehonmachi High-high-town, 3-31, Uehonmachi 6-chome,Tennoji-ku, Osaka
Shinichi Kawasaki, Representative Director and President

Provide accounting/tax packages used by tax accounting offices, offer
IT introduction support, provide packages for back-office operations,such as accounting and payroll.
(5) Paid-in capital¥51 million
Note: Plan is to increase paid-in capital to ¥100 million by the sharetransfer date through addition of retained earnings.
(6) Date of establishment
February 24, 1969
(7) Major shareholders andNot disclosed, in accordance with agreement between parties toshareholding ratios
maintain confidentiality.
(8) Relationships with TIS
CapitalNot applicable.
relationshipPersonnel
There is no personnel relationship of note between TIS
relationship and Nihon ICS. In addition, there is no personnel
relationship of note between people or companies
affiliated with TIS and people or companies affiliatedwith Nihon ICS. However, after the acquisition ofNihon ICS shares, TIS plans to send a director and amember of the Audit & Supervisory Board to Nihon
ICS.
Related party
Not applicable.
status(9) Performance and financial position for the past three years
Fiscal year
Ended November
Ended November 30, Ended November 30,30, 2020
2021
2022
Net assets¥6,618 million¥8,148 million¥9,705 million
Total assets¥11,059 million¥12,579 million¥14,218 million
Net assets per share¥87,080¥107,216¥127,701
Net sales¥7,154 million¥6,747 million¥6,928 million
Operating income¥2,087 million¥2,122 million¥1,966 million
Recurring profit¥2,185 million¥2,314 million¥2,312 million
Net income¥1,529 million¥1,530 million¥1,557 million
Net income per share¥20,123¥20,136¥20,485
Note: Some financial information is not disclosed, in accordance with an agreement between parties to maintainconfidentiality.

3. Overview of counterparty to acquisition of shares
No overview is provided, in accordance with an agreement between parties to maintain confidentiality,
but TIS will disclose that shares are to be acquired from two companies. That said, there are no capital,
personnel or business relationships between TIS and Nihon ICS nor does any related-party status exist.
24. Number of shares acquired, acquisition price and shareholding status before and after
acquisition
(1)

(2)
(3)

(4)

Shareholding prior to change 0 shares(Number of voting rights: 0)(Percentage of voting rights: 0％）
Number of shares acquired
76,000 shares(Number of voting rights: 76,000)
Acquisition price
Acquisition price not disclosed, in accordance with agreement
between parties to maintain confidentiality, but TIS will say, ineffecting appropriate due diligence, shares will be acquired at priceconsidered fair.
Shareholding after change
76,000 shares(Number of voting rights: 76,000)(Percentage of voting rights: 100%)

5. Schedule
Board of Directors’ decision(Resolution to participate in bid)
Share transfer agreement signed
Date of share transfer (planned)

February 1, 2023
March 7, 2023
April 6, 2023

Note: The Board of Directors at TIS resolved on February 1, 2023, that the Company would participate in a bid related tothe acquisition of stock in Nihon ICS. At that time, the Board resolved that if the bid went through, therepresentative director and president would be delegated authority to negotiate the details of the transaction, change
Nihon ICS into a TIS subsidiary through the acquisition of shares and to sign the share transfer agreement.
Negotiations thus proceeded with Nihon ICS toward acquisition of shares.
The process recently reached the point of consensus on the content of the share transfer agreement, so today,
based on a decision by the representative director and president, under authorization by the Board of Directors as
describe above, the agreement was signed to turn Nihon ICS into a TIS subsidiary contingent upon the transfer ofshares.

6. Outlook
This transfer of shares will turn Nihon ICS into a TIS consolidated subsidiary, and accompanying thischange in status, the business results of Nihon ICS will be reflected in the consolidated results of TIS
from the second quarter of the fiscal year ending March 31, 2024. Therefore, the impact on TIS’
consolidated results for fiscal 2023, ending March 31, 2023, will likely be minimal. The impact onfiscal 2024 results is currently being studied, and management will announce performance estimatesfor fiscal 2024 when full-year results for fiscal 2023 are disclosed.
(Reference) Fiscal 2023 forecast (announced February 3, 2023) and fiscal 2022 actual results
Net income
attributable toNet sales
Operating income Recurring profit
owners of theparent company
MillionMillionMillionMillionCurrent fiscal year, ending
March 31, 2023
(consolidated, forecast)Previous fiscal year, ended
March 31, 2022
(consolidated, actual)¥505,000¥59,000¥60,500¥52,000¥482,547¥54,739¥55,710¥39,462

END3