June 9, 2023

News Release

Company name:

GLORY LTD.

Representative:

Motozumi Miwa, President

Headquarters:

3-1, Shimoteno 1-chome, Himeji,

Hyogo, JAPAN

Securities Code:

6457

Stock Exchange:

Tokyo (Prime)

Accounting Term:

March

Results of Tender Offer for Shares of FueTrek (Securities Code: 2468)

and Dissolution of Capital and Business Alliance with FueTrek

GLORY LTD. (the "Company") has entered into the tender offer agreement (the "Tender Offer Agreement") with AI, Inc. ("AI") in order to participate in the tender offer for the common stock of FueTrek Co., Ltd. ("FueTrek") to be conducted by AI (the "Tender Offer"), as announced in the news release of May 11, 2023 entitled "Execution of Tender Offer Agreement for Shares of FueTrek (Securities Code: 2468) and Dissolution of Capital and Business Alliance with FueTrek." It has also entered into the agreement to terminate the capital and business alliance agreement with FueTrek dated September 28, 2018 (the capital and business alliance based thereon hereinafter to be referred to as the "Capital and Business Alliance") subject to the completion of the Tender Offer.

The Company hereby announces that it has subsequently tendered its shares to the Tender Offer in accordance with the Tender Offer Agreement and has received a report from AI that the Tender Offer has been completed as of June 8, 2023 and that all shares tendered by the Company would be purchased by AI. On June 15, 2023, i.e., the commencement date of settlement of the Tender Offer, FueTrek will no longer be an equity-method affiliate of the Company, and the Capital and Business Alliance will be dissolved.

1. Outline of FueTrek

(1)

Name

FueTrek Co., Ltd.

(2)

Location

6-1-1 Nishinakajima, Yodogawa-ku,Osaka-shi, Osaka, Japan

(3)

Title and name of representative

Akihiro Nishida, President & CEO

(4)

Description of Business

Planning and offering of services utilizing speech recognition technology and

designing of systems for realizing such services

(5)

Stated capital

100,000,000 JPY

(6)

Date of Incorporation

April 17, 2000

GLORY LTD.

40.53%

Akira Wada

1.47%

Major Shareholders and

SBI SECURITIES Co., Ltd.

1.41%

Masahiro Watanabe

1.03%

(7)

Shareholding Ratios

Taizo Omoto

0.76%

(As of September 30, 2022)

Akihiro Nishida

0.73%

(Note1)

FueTrek Director Stock Ownership Association

0.70%

Takeshi Kokubo

0.69%

Kenichiro Kawai

0.68%

Yukiyasu Yoshida

0.62%

Capital Relationship

As of June 9, 2023, the Company holds 3,793,200

shares of FueTrek (Shareholding Ratio: 40.53%).

One Senior Executive Officer and one Executive

Officer of the Company concurrently serve as

Personal Relationship

Directors (non-Audit and Supervisory Committee

(Note2)

Member) of FueTrek, and

one employee of the

Company concurrently serves as a Director (Audit and

(8)

Relationship with the Company

Supervisory Committee Member) of FueTrek.

Business Relationship

There is no business relationship that should be noted.

FueTrek is an equity-method affiliate of the Company

Status as a Related

and is a related party of the Company. The Company

Party

has entered into a Capital

and Business Alliance

Agreement with FueTrek.

(9)

Consolidated financial position and operating results of FueTrek for the last three years

(JPY thousand)

As of / Fiscal year ended

March 2021

March 2022

March 2023

Consolidated net assets

2,582,697

2,715,055

1,989,299

Consolidated total assets

3,774,255

3,868,438

3,318,833

Consolidated net assets per share

255.13 JPY

269.51 JPY

193.18 JPY

Consolidated net sales

1,833,733

1,590,642

1,662,556

Consolidated operating income

(186,780)

122,897

(253,323)

(loss)

Consolidated ordinary income

(163,193)

121,366

(235,450)

(loss)

Net income attributable to owners

(391,850)

133,273

(663,938)

of parent (loss)

Consolidated net income (loss)

(41.87) JPY

14.24 JPY

(70.95) JPY

per share

Dividends per share

0 JPY

4.00 JPY

3.00 JPY

(Note1) The above major shareholders and shareholding ratios are quoted from the amendment report for the second quarter of the 23rd period filed by FueTrek on February 22, 2023.

(Note2) All of them will resign on June 15, 2023, i.e., the commencement date of settlement of the Tender Offer.

2. Outline of AI

(1)

Name

AI, Inc.

(2)

Location

1-15-15 Nishikata, Bunkyo-ku, Tokyo

(3)

Title and name of representative

Shinichi Hiroi, President and Representative Director

(4)

Description of Business

Providing and developing voice synthesis systems and consulting business

related to these systems

(5)

Stated capital

151,481,320 JPY

(6)

Date of Incorporation

April 1, 2003

Shinichi Hiroi

17.67%

Daisuke Yoshida

12.89%

Major Shareholders and

YOSHIDA Jimusho G.K.

11.55%

Shareholding Ratios (as of

Solxyz Co., Ltd.

5.02%

Taishi Yoshida

3.01%

(7)

September 30, 2022)

Kayo Kamei

2.91%

(Note)

TIS Inc.

2.01%

Rakuten Securities, Inc.

1.15%

Akira Yoshida

0.96%

SBI SECURITIES Co., Ltd.

0.71%

Capital Relationship

Not applicable

(8)

Relationship with the Company

Personal Relationship

Not applicable

Business Relationship

Not applicable

Status as a Related Party

Not applicable

(Note) The above major shareholders and shareholding ratios are quoted from the report for the second quarter of the 20th period filed by AI on November 11, 2022.

3. Number of FueTrek shares tendered to the Tender Offer, Transfer price and number of shares held before

and after the Tender Offer

(1)

Number of shares held before the Tender Offer

3,793,200 shares

(2)

Number of shares tendered in the Tender Offer

3,793,200 shares

(3)

Transfer price

857,263 thousand JPY (226 JPY per share)

(4)

Number of shares held after the Tender Offer

0 shares

4. Future Prospects

FueTrek will no longer be an equity-method affiliate of the Company as of June 15, 2023, i.e., the commencement date of settlement of the Tender Offer. The financial impact of this transaction on the Company's consolidated accounts for FY2023 is expected to be minimal as stated in the news release of May 11, 2023 entitled "Execution of Tender Offer Agreement for Shares of FueTrek (Securities Code: 2468) and Dissolution of Capital and Business Alliance with FueTrek " announced on May 11, 2023. The Company will promptly announce if any material impact on the forecast of such accounts requiring disclosure occurs.

# # #

About GLORY LTD.

GLORY LTD., headquartered in Himeji, Japan, is a pioneer in the development and manufacture of money handling machines and systems. GLORY provides a variety of products such as money handling machines, cash management systems, vending machines, automatic service equipment, and cash management solutions that are built on its leading-edge recognition/identification and mechatronics technology. Committed to meeting society's wide-ranging needs, GLORY serves the financial, retail, vending machine, amusement and gaming industries in over 100 countries with 11,000 employees worldwide. For more information, please visit the GLORY Group website at https://corporate.glory-global.com/

Contact:

Shigenobu Nishida

General Manager

Corporate Communications Department

Management Strategy Headquarters

Tel: +81-79-297-3131

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Disclaimer

GLORY Ltd. published this content on 09 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 June 2023 06:37:10 UTC.