FinTech Global Incorporated : Notice regarding change in subsidiaries following acquisition of shares in aircraft asset management company

UNOFFICIAL TRANSLATION

The official press release is in Japanese.

Company Name: FinTech Global Incorporated Representative: Nobumitsu Tamai, President and CEO Stock Listing: Tokyo Stock Exchange Mothers Section Stock Code: 8789

Inquiries: Takashi Senda, Senior Executive Officer Tel: [phone]

Notice regarding change in subsidiaries following acquisition of shares in aircraft asset management company

November 27, 2017-The Board of Directors at FinTech Global Incorporated (hereafter, "FGI" and "the Company") resolved at a meeting today that consolidated subsidiary FinTech Global Trading Incorporated. (hereafter, "FGT") establish SGI Investment LLC (hereafter, "SGI Investment") and through this limited liability company acquire a 51% voting interest and 44.1% economic interest in SGI-Group B.V. (hereafter, "SGI-Group"), the holding company for SGI Aviation Services B.V. (hereafter, "SGI Aviation"), which is involved in the aircraft asset management business. Details are provided below.

Details 1. Background to acquisition of shares

SGI Aviation is a preeminent independent asset management company providing aircraft asset management and advisory services. The company has a global client base of more than 100 companies, including financial institutions, and enjoys a stellar reputation in the global market.

Seabury Capital BV (hereafter, "Seabury Capital"), which will sell the shares that FGI will acquire through SGI Investment, was established in 2007 and has ever since then operated as a venture capital firm investing in software and asset management businesses servicing the aviation and travel industries.

The FGI Group is keen to work with Seabury Capital in supporting SGI-Group in its business expansion efforts and improving corporate value. After the share acquisition, FGI will help build a client base for SGI-Group.

1. Outline of subsidiary purchasing shares

   (1)	Name	SGI Investment LLC
   (2)	Address	Toranomon Towers Office, 19th Floor 1-28, Toranomon 4-chome, Minato-ku, Tokyo
   (3)	Representative	Naoko Yoshioka, Representative Partner Managing Partner, FGT
   (4)	Business description	Invest in SGI-Group
   (5)	Paid-in capital	¥10,000
   (6)	Date of establishment	November 27 , 2017
   (7)	Major shareholders and shareholding ratios	FGT 100％
   Capital relationship	FGI subsidiary FGT will contribute capital to SGI Investment. In addition, the company will make a silent partnership contribution equivalent to ¥361 million.
   Relationships between FGI and SGI Investment	Personnel relationship	One FGI employee will hold a concurrent position as a managing partner.
   	(8)	Business relationship	When FGT provides the silent partnership contribution, FGI will conclude a service agreement with SGI Investment to handle private placement activities. When FGT provides the silent partnership contribution, FGI Capital Partners, Inc., an FGI subsidiary, will sign a discretionary investment contract with SGI Investment.

2. Outline of transitioning subsidiaries

1. SGI-Group

   (1)	Name	SGI-Group B.V.
   (2)	Address	Haaksbergweg 75, 1101BR Amsterdam, The Netherlands
   (3)	Representative		Paolo Lironi, CEO
   (4)	Business description
   (5)	Paid-in capital		2,428 thousand euros
   (6)	Year of establishment		2007
   (7)	Major shareholders and shareholding ratios		Seabury Capital BV 100％
   Relationships between FGI and SGI-Group		Capital relationship	Not applicable.
   		(8)	Personnel relationship	Not applicable.
   		Business relationship	Not applicable.
   (9)	SGI-Group's consolidated business results and consolidated financial position for the past three years
   Fiscal year		Fiscal 2014 (From January 1, 2014, to December 31, 2014)		Fiscal 2015 (From January 1, 2015, to December 31, 2015)	Fiscal 2016 (From January 1, 2016, to December 31, 2016)
   Net assets		428 thousand euros		1,444 thousand euros	2,048thousand euros
   Total assets		2,459 thousand euros		4,128 thousand euros	3,929thousand euros
   Net assets per share		0.17 euros		0.59 euros	0.84euros
   Net revenue		6,983 thousand euros		8,494 thousand euros	7,770 thousand euros
   Operating income (loss)		158 thousand euros		1,204 thousand euros	612thousand euros
   Recurring profit (loss)		291 thousand euros		1,254 thousand euros	739thousand euros
   Net income		198 thousand euros		988 thousand euros	687thousand euros
   Net income per share		0.08 euros		0.41 euros	0.28 euros

   • Aircraft asset management

   • Aircraft technical advisory services

   Notes: The SGI-Group currently comprises the following four subsidiaries (and subsidiaries of subsidiaries)

   • SGI-Aviation Services B.V.

   • SGI Guernsey Ltd.

   • SGI-Aviation Pte. Ltd.

   • SGI-Aviation (Americas) LLC

2. SGI Aviation

Paralleling the shift of SGI-Group companies to subsidiary status, the four subsidiaries of the SGI-Group (including subsidiaries of subsidiaries) will become subsidiaries of FGI. Of these subsidiaries, SGI Aviation is subject to disclosure in accordance with Article 402, Paragraph 1 of the Securities Listing Regulations set by Tokyo Stock Exchange, Inc. An outline of SGI Aviation is presented below.

(1)	Name	SGI Aviation Services B.V.
(2)	Address		Haaksbergweg 75, 1101BR Amsterdam, The Netherlands
(3)	Representative		Paolo Lironi, CEO
(4)	Business description		Aircraft asset management Aircraft technical advisory services
(5)	Paid-in capital		18,001euros
(6)	Date of establishment		April 2007
(7)	Major shareholders and shareholding ratios		SGI-Group 100％
Relationships between FGI and SGI Aviation		Capital relationship	Not applicable.
		(8)	Personnel relationship	Not applicable.
		Business relationship	Not applicable.
(9)	SGI Aviation's business results and financial position for the past three years
Fiscal year		Fiscal 2014 (From January 1, 2014, to December 31, 2014)		Fiscal 2015 (From January 1, 2015, to December 31, 2015)	Fiscal 2016 (From January 1, 2016, to December 31, 2016)
Net assets		663 thousand euros		1,664 thousand euros	2,551 thousand euros
Total assets		1,984 thousand euros		3,495 thousand euros	4,329 thousand euros
Net assets per share		36.8 euros		92.41 euros	141.71 euros
Net revenue		5,187 thousand euros		6,236 thousand euros	5,754 thousand euros
Operating income		324 thousand euros		849 thousand euros	954 thousand euros
Recurring profit		563 thousand euros		972 thousand euros	1,149 thousand euros
Net income		296 thousand euros		1,074 thousand euros	743 thousand euros
Net income per share		16.45 euros		59.66 euros	41.28 euros

Note: Net assets per share is based on the number of shares outstanding at the end of the fiscal year.

Net income per share is based on the average number of shares outstanding over the course of the fiscal year.