アウトソーシング（2427） – Notice Regarding Acquisition of Shares of Sankyo Logi Associate Co., Ltd.

[Translation] To Whom It May Concern April 1, 2022 Haruhiko Doi Chairman and CEO Company Name: OUTSOURCING Inc. Representative: (First Section of TSE: Securities Code 2427) Contact: Masashi Umehara Director and Executive General Manager in charge Of Corporate Management Phone: Division +81-3-3286-4888 (main) Notice Regarding Acquisition of Shares of Sankyo Logi Associate Co., Ltd. OUTSOURCING Inc. (hereinafter “the Company”) hereby announces that the Board of Directors, at its meeting held on April 1, 2022, resolved to acquire all of the issued shares of Sankyo Logi Associate Co., Ltd. and its wholly owned subsidiary Sankyo Logi Associate Group (hereinafter “SLA Group”) consisting of six companies developing human resources business, whereby making them subsidiaries, as per the details below. 1. Purpose of the acquisition of shares Particulars For some time, the OUTSOURCING Group (hereinafter “the Group”) has sought to level its business performance and strengthen its foundation of growth by expanding its business in markets that have different business cycles from the highly volatile Manufacturing Outsourcing Business and fields that are less susceptible to economic fluctuations. In the midst of industry restructuring that is accelerating due to law revision and the COVID-19 pandemic, the Group has led the industry restructuring toward a healthier industry under sustainability management and has focused on projects where synergies can be expected. The SLA Group is engaged in dispatching and outsourced contracting business for warehouse work in the Kanto, Tohoku, Kansai, and Chugoku areas. It has an excellent client base by taking advantage of its ability to make proposals such as improving operating efficiency and work quality by utilizing the extensive experience and know-how that has been involved in warehouse work over many years. As a result of the acquisition, the SLA Group can benefit from leveraging the Group management resources including sales capabilities and nationwide strength in recruiting and can also expect growth acceleration through raising the level of management aspects. At the same time, the Group will be able to respond flexibly by establishing an HR mobilization through collaboration between the two groups. In addition to anticipating synergies for the expansion of defensive businesses including the logistics-related business that is not as affected by the COVID-19 pandemic, the Company expects to achieve the maximum synergetic effect by leveraging the proposal development capability of the SLA Group’s strengths in increasing operating efficiency to improve productivity and promote the use of senior citizens and foreign human resources. Going forward, the Company will continue to promote the strengthening of its foundation of growth by smoothing out its business performance to stabilize and expand the Group businesses. 1 [Translation] (1) Company name (2) Head office (3) Name and title of representative (4) Major businesses (5) Share capital (6) Established Net assets Total assets Net sales Operating profit Ordinary profit Profit for the year (1) Company name (2) Head office (3) Name and title of representative (4) Major businesses (5) Share capital (6) Established Net assets Total assets Net sales Operating profit Ordinary profit 2. Outline of the subsidiary to be transferred Sankyo Logi Associate Co., Ltd. 5-8-9 Sendagaya, Shibuya-ku, Tokyo Jun Ichikawa, Representative Director JPY 37 million January 25, 2005 (7) Major shareholder, % owned Jun Ichikawa 100% (8) Relationship between the Company and Sankyo Logi Associate Co., Ltd. Capital relationship Personal relationship Business relationship None None None Outsourced contracting business for product sorting, packing, shipping and administrative operations, dispatching business related to warehouse work (9) Financial results and status for the past three fiscal years (Unit: millions of JPY) FY12/21(Unaudited) Fiscal year FY12/20 FY12/19 Net assets per share (JPY) 610,664.98 2,307 4,670 728,401.63 1,242 6 30 61 – 343 1,998 108,322.72 10,483 (35) (11) 26 8,472.17 – Profit per share (JPY) Dividends per share (JPY) 3. Outline of sub-subsidiaries to be transferred (1) Sankyo Logi Factory Co., Ltd. 14,732.38 19,433.68 Sankyo Logi Factory Co., Ltd. 2-15-1 Konan, Minato-ku, Tokyo Hidekazu Okada, Representative Director Outsourced contracting business for product sorting, packing, shipping and administrative operations JPY 3 million March 10, 2014 (7) Major shareholder, % owned Sankyo Logi Associate Co., Ltd. 100% (8) Relationship between the Company and Sankyo Logi Factory Co., Ltd. Capital relationship Personal relationship Business relationship None None None (9) Financial results and status for the past three fiscal years (Unit: millions of JPY) Fiscal year FY2/19 FY2/20 FY2/21 Net assets per share (JPY) 1,905,687.62 1,868,551.35 2,951,027.27 112 280 2,058 (1) (2) 177 402 2,152 102 102 1,934 2,798 335 (24) 69 46 – 114 244 2,083 41 40 2 [Translation] (2) SLA Co., Ltd. (1) Company name (2) Head office (3) Name and title of representative (4) Major businesses (5) Share capital (6) Established Profit for the year Profit per share (JPY) Dividends per share (JPY) 498,552.02 29 – (2) △37,136.27 – 1,082,475.92 64 – SLA Co., Ltd. 5-1-21 Toshima, Kita-ku, Tokyo Ryo Ikeda, Representative Director Net assets Total assets Net sales Operating profit Ordinary profit Profit for the year Profit per share (JPY) Dividends per share (JPY) (3) Sankyo Iworks Co., Ltd. (1) Company name (2) Head office (3) Name and title of representative (4) Major businesses (5) Share capital (6) Established Outsourced contracting business for product sorting, packing, shipping and administrative operations JPY 3 million February 13, 2014 (7) Major shareholder, % owned Sankyo Logi Associate Co., Ltd. 100% (8) Relationship between the Company and SLA Co., Ltd. Capital relationship Personal relationship Business relationship None None None (9) Financial results and status for the past three fiscal years (Unit: millions of JPY) Fiscal year FY1/19 FY1/20 FY1/21 Net assets per share (JPY) 1,364,904.42 1,208,573.65 2,416,917.17 72 280 1,653 78 79 78 – 145 410 2,309 98 101 72 – 625,304.75 1,315,498.60 1,208,343.52 Sankyo Iworks Co., Ltd. 1-7-21 Nishihonmachi, Nishi-ku, Osaka City, Osaka Prefecture Yasunori Kitaura, Representative Director Outsourced contracting business for product sorting, packing, shipping and administrative operations JPY 3 million March 10, 2014 (7) Major shareholder, % owned Sankyo Logi Associate Co., Ltd. 100% (8) Relationship between the Company and Sankyo Iworks Co., Ltd. Capital relationship Personal relationship Business relationship None None None (9) Financial results and status for the past three fiscal years (Unit: millions of JPY) Fiscal year FY2/19 FY2/20 FY2/21 Net assets per share (JPY) 616,495.22 (672,418.63) (165,524.23) (40) 169 (9) 165 Net assets Total assets 81 199 1,466 54 55 37 – 36 133 3 1,706 35 30 30 – 129 267 1,436 66 68 45 – 1,558 (71) (77) (77) – 84 232 1,311 49 48 33 – 1,311 (20) (15) (15) – 837,867.68 1,194 50 164 54 52 33 – [Translation] Net sales Operating profit Ordinary profit Profit for the year Profit per share (JPY) Dividends per share (JPY) (4) S.S. Progress Co., Ltd. (1) Company name (2) Head office (3) Name and title of representative (4) Major businesses Net assets Total assets Net sales Operating profit Ordinary profit Profit for the year Profit per share (JPY) Dividends per share (JPY) (5) SS Lien Co., Ltd. (1) Company name (2) Head office (3) Name and title of representative (4) Major businesses (5) Share capital (6) Established (263,505.88) (1,288,863.85) 506,894.40 S.S. Progress Co., Ltd. 2-10-13 Takashima, Nishi-ku, Yokohama City, Kanagawa Prefecture Hidehito Nishihara, Representative Director Outsourced contracting business for product sorting, packing, shipping and administrative operations (5) Share capital (6) Established JPY 3 million March 10, 2014 (7) Major shareholder, % owned Sankyo Logi Associate Co., Ltd. 100% (8) Relationship between the Company and S.S. Progress Co., Ltd. Capital relationship Personal relationship Business relationship None None None (9) Financial results and status for the past three fiscal years (Unit: millions of JPY) Fiscal year FY2/19 FY2/20 FY2/21 Net assets per share (JPY) 1,400,716.57 2,163,184.75 556,082.40 562,848.88 762,468.18 SS Lien Co., Ltd. 2-38-8 Umejima, Adachi-ku, Tokyo Atsushi Shinata, Representative Director Outsourced contracting business for product sorting, packing, shipping and administrative operations JPY 3 million February 13, 2014 (7) Major shareholder, % owned Sankyo Logi Associate Co., Ltd. 100% (8) Relationship between the Company and SS Lien Co., Ltd. Capital relationship Personal relationship Business relationship None None None (9) Financial results and status for the past three fiscal years (Unit: millions of JPY) Fiscal year FY1/19 FY1/20 FY1/21 4 Net assets per share (JPY) 974,281.45 1,275,685.43 [Translation] Net assets Total assets Net sales Operating profit Ordinary profit Profit for the year Profit per share (JPY) Dividends per share (JPY) (6) S.L.A. Kitanihon Co., Ltd. (1) Company name (2) Head office (3) Name and title of representative (4) Major businesses (5) Share capital (6) Established 235,900.58 137,606.20 301,403.98 S.L.A. Kitanihon Co., Ltd. 1-4-30 Itsutsubashi, Aoba-ku, Sendai City, Miyagi Prefecture Tetsuyuki Iwai, Representative Director Outsourced contracting business for product sorting, packing, shipping and administrative operations JPY 3 million March 10, 2014 (7) Major shareholder, % owned Sankyo Logi Associate Co., Ltd. 100% (8) Relationship between the Company and S.L.A. Kitanihon Co., Ltd. Capital relationship Personal relationship Business relationship None None None (9) Financial results and status for the past three fiscal years (Unit: millions of JPY) Fiscal year FY2/19 FY2/20 FY2/21 Net assets per share (JPY) (603,686.17) 112,470.72 670,742.78 76 253 1,401 7 28 18 – 40 103 570 49 49 33 – 58 173 1,271 12 12 8 – 6 68 544 47 43 42 – (113,817.70) 716,156.88 558,272.07 Net assets Total assets Net sales Operating profit Ordinary profit Profit for the year Profit per share (JPY) Dividends per share (JPY) 4. Outline of a seller of the shares (1) Name (2) Address Jun Ichikawa Shibuya-ku, Tokyo (3) Relationship between the Company and a concerned individual There is no capital relationship, personal relationship, or business relationship. 836,675.25 1,378 50 154 17 16 14 – (36) 59 541 1 (6) (6) – 5 [Translation] 5. Number of shares to be acquired, acquisition price and ownership before and after the acquisition (1) Number of shares owned before acquisition (2) Number of additional shares to be acquired Number of shares Number of voting rights Ratio of voting right owned Number of shares 0 0 0% 3,168 (3) Acquisition price Common shares of Sankyo Logi Associate Co., Ltd. Advisory fee and others (estimated amount) Total (estimated amount) JPY5,985 million JPY243 million JPY6,234 million (4) Number of shares owned after acquisition Number of shares Number of voting rights Ratio of voting right owned 3,168 3,168 100% 6. Schedule (1) Date of board of directors resolution April 1, 2022 (2) Date of agreement April 1, 2022 (3) Date of share transfer April 4, 2022 (scheduled) 7. Future outlook As a result of the acquisition, the SLA Group companies are scheduled to become consolidated subsidiaries in 2Q FY12/22. The impact of this matter on consolidated financial results for FY12/22 is negligible. (Disclaimer with respect to earnings and other forecasts) The forward-looking statements including earnings forecast contained in this document are based on information currently available to the Company, and certain assumptions that the Company believes are reasonable. Accordingly, the Company can give no assurance that such statements will prove to be correct. Actual results may differ from the results anticipated in these forward-looking statements due to a variety of factors. (Reference) Consolidated financial forecasts for FY12/22 (announced on February 18, 2022) and consolidated financial results for FY12/21 Revenue Operating profit Profit before tax Profit for the year (Unit: millions of JPY) Profit attributable to owners of the Company FY12/22 forecasts FY12/21 results 695,000 32,000 29,600 19,300 18,500 569,325 24,186 12,003 2,204 832 6