コムチュア（3844） – [Delayed] Notice of Acquisition of SoftwareCreation

March 31, 2022 Company name: Representative: Stock code: Listing: Contact: COMTURE CORPORATION 1-11-2, Osaki, Shinagawa-ku, Tokyo, Japan Koichi Mukai, Chairman & CEO 3844 Tokyo Stock Exchange, First Section Osamu Noma, Member of the board, Executive Vice President Tel: +81-(0)3-5745-9700 Notice of Acquisition of SoftwareCreation COMTURE CORPORATION has decided to acquire all of the outstanding shares of SoftwareCreation CO.,LTD. An agreement for the acquisition of this stock was concluded with Mr. Hajime Machida, the controlling shareholder of this company, on March 31, 2022. 1. Reason for stock acquisition The cloud solutions business and digital solutions business of the COMTURE Group are providing a broad range of services in the digital transformation (DX) domain as the pace of the global DX increases. This focus on the DX market has enabled the COMTURE Group to grow at an average annual rate of 15% since its inception. SoftwareCreation provides web-based system development services and infrastructure construction services primarily to companies in the Fujitsu Group. COMTURE concluded an agreement for the acquisition of SoftwareCreation because it believes that the acquisition will add a team of experienced engineers to the COMTURE Group, which is expected to result in synergies and contribute to double-digit organic growth. In addition, this acquisition will help make it possible to achieve the expansion of business operations accompanied by an increase in added value generated by group companies. These benefits are expected to enable COMTURE to continue increasing its corporate value. 2. Overview of SoftwareCreation (1) Name (2) Location (3) Representative (4) Business (5) Capital (6) Established (7) Major shareholders and shareholding ratio (8) Relationships between COMTURE and SoftwareCreation SoftwareCreation CO.,LTD. 16-1, Minami-machi, Kawasaki-ku, Kawasaki-shi, Kanagawa Hajime Machida, Chairman Ryo Abe, President and Representative Director System development (web, client servers, etc.), construction of infrastructure 36 million yen May 1975 Hajime Machida: 53.3% Hideto Matsuzaka: 15.1% Capital Personnel Business Not applicable. Not applicable. Not applicable. 1 / 2 (9) Results of operations and financial position for the past three years (Unit: millions of yen) Year ended March 2019 March 2020 March 2021 416 1,527 2,073 140 143 94 496 1,425 2,184 120 122 83 539 1,270 1,506 33 73 47 Net assets Total assets Net sales Operating profit Ordinary profit Profit 3. Overview of the seller (1) Name (2) Address 4. Number of shares to be acquired, acquisition cost and shares owned before and after the acquisition Hajime Machida Izumi-ku, Yokohama, Kanagawa (3) Relationships between COMTURE and Mr. Machida Not applicable. (1) No. of shares owned before acquisition (2) No. of shares to be acquired (3) Acquisition cost (estimate) (4) No. of shares owned after acquisition 0 share (No. of voting rights: 0) (Voting rights ownership ratio: 0.0%) 72,000 shares (No. of voting rights: 72,000) Common shares of SoftwareCreation Due diligence expenses, etc. Total 72,000 shares (No. of voting rights: 72,000) (Voting rights ownership ratio: 100.0%) 500 million yen 4.8 million yen 504.8 million yen March 16, 2022 March 31, 2022 April 25, 2022 (tentative) 5. Schedule Resolution date (1) (2) Contract signing (3) Acquisition date 6. Outlook minimal. As a result of this acquisition, SoftwareCreation will become a consolidated subsidiary of COMTURE from the first quarter of the fiscal year ending March 31, 2023. The impact on the consolidated results of operations is expected to be 2 / 2