ITOCHU Techno : (Correction) Announcement of Results of the Tender Offer by a Subsidiary of ITOCHU Corp. and a Change in the Status of Major Shareholders

Translation

	September 21, 2023
Company	ITOCHU Techno-Solutions Corporation
name:
Representative:	Ichiro Tsuge, President & CEO
	(Securities Code: 4739, TSE Prime Market)
Inquiries:	Hiromu Tsujii, General Manager, Planning
	Department
	([phone])

(Correction) Partial Correction of the "Announcement of Results of the Tender Offer for the Company Shares by Digital Value Chain Partners, GK, a Subsidiary of ITOCHU Corporation, the Parent Company and a Change in the Status of Major Shareholders"

ITOCHU Techno-Solutions Corporation (the "Company") hereby announces that it has partially corrected the contents of the "Announcement of Results of the Tender Offer for the Company Shares by Digital Value Chain Partners, GK, a Subsidiary of ITOCHU Corporation, the Parent Company and a Change in the Status of Major Shareholders" announced on September 15, 2023 (the "Press Release"), as follows.

1. Reason for corrections

The Company disclosed in the Press Release that Digital Value Chain Partners, GK's status will change as a major shareholder of the Company. However, since Digital Value Chain Partners, GK is not only a major shareholder but also one of the Company's other affiliates, the Company has made corrections to the effect that there will be a change in the status of other affiliates.

2. Details of corrections The corrected parts are underlined.

Before correction

1

Title

Announcement of Results of the Tender Offer for the Company Shares by Digital Value Chain Partners, GK, a Subsidiary of ITOCHU Corporation, the Parent Company and a Change in the Status of Major Shareholders

Preamble (Omitted)

The Company also announces that as a result of the Tender Offer, there will be a change in the status of major shareholders of the Company as of September 22, 2023 (the commencement date of the settlement of the Tender Offer) as follows.

1. Change in the status of major shareholders

1. Background of the change

(Omitted)

As such, the Company has recognized that there will be a change in the status of major shareholders of the Company.

2. Outline of the shareholder whose status has changed

(1)	Name	Digital Value Chain Partners, GK
(2)	Location	2-5-1,Kita-Aoyama,Minato-ku, Tokyo
(3)	Name and title of	Person acting in its capacity: Tatsushi Shingu
	representative
(4)	Description of business	1.	Consulting for the development of
			information processing services business
		2.	Investments and loans for information
			processing services business
		3.	All functions incidental to the foregoing
(5)	Capital	10,000 yen (as of August 2, 2023)
(6)	Date of incorporation	July 18, 2023

3. Number of voting rights held by the shareholder (number of shares held) before and after the change, and the ratio of the voting rights to those held by all shareholders of the Company

2

Number of voting

Ratio of the

Rank among

rights

voting rights to

large

(number of shares

those held by all

shareholders

held)

shareholders

Before the change

0 voting rights

0%

-

(as of June 30, 2023)

(0 shares)

570,991 voting

After the change

rights

24.69 %

Second

(57,099,146 shares)

(Note) The ratio of the voting rights to those held by all shareholders of the Company means the percentage (rounded up or down to the nearest two decimal places) calculated on the basis of 2,312,273 voting rights held by all shareholders pertaining to 231,227,366 shares, which is the difference of the total number of issued shares as of June 30, 2023 (240,000,000 shares) less the number of treasury shares (8,772,634 shares).

After correction

Title

Announcement of Results of the Tender Offer for the Company Shares by Digital Value Chain Partners, GK, a Subsidiary of ITOCHU Corporation, the Parent Company, and a Change in the Status of Major Shareholders and Other Affiliates

Preamble (Omitted)

The Company also announces that as a result of the Tender Offer, there will be a change in the status of major shareholders and other affiliatesof the Company as of September 22, 2023 (the commencement date of the settlement of the Tender Offer) as follows.

1. Change in the status of major shareholders and other affiliates

1. Background of the change

(Omitted)

As such, the Company has recognized that there will be a change in the status of major shareholders and other affiliates of the Company.

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2. Outline of the shareholder whose status has changed

(1)		Name		Digital Value Chain Partners, GK
(2)		Location		2-5-1,Kita-Aoyama,Minato-ku, Tokyo
(3)		Name and title of		Person acting in its capacity: Tatsushi Shingu
				representative
(4)		Description of		1. Consulting for the development of information processing
				business			services business
									2.	Investments and loans for information processing services
										business
									3.	All functions incidental to the foregoing
(5)		Capital		10,000 yen (as of August 2, 2023)
(6)		Date of		July 18, 2023
				incorporation
(7)		Net assets		- (Note 1)
(8)		Total assets		- (Note 1)
(9)		Major shareholders
				and shareholding
				ratios		ITOCHU Corporation	100%
				(as of August 2,
				2023)
(10)	Relationship between the Company and the shareholder
									None.
			Capital relationship		However, ITOCHU, which is the parent company of the
				shareholder, holds 141,601,600 Company Shares (Ownership
									Ratio (Note 2): 61.24%) and has made the Company its
									subsidiary.
									None.
									However, three out of seven directors of the Company are from
									ITOCHU or currently related to ITOCHU, which is the parent
			Personnel			company of the shareholder.	Further, one out of four Audit &
			relationship		Supervisory Board Members of the Company is from ITOCHU.
									In addition to the foregoing, as of August 2, 2023, 14 employees
									of the Company have been seconded to ITOCHU, and 10
									employees of ITOCHU have been seconded to the Company.

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				None.
		Business relationship	However, the Company Group (Note 3) engages in transactions
				related to the purchase and sale of goods, etc. with ITOCHU.
				Since the Company is a subsidiary of ITOCHU, which is the
		Status as related		parent company of the shareholder, the shareholder falls under
		party	our related party, and ITOCHU and the Company constitute
				related parties with respect to each other.

(Note 1) The shareholder is a company established on July 18, 2023 and a fiscal year has not ended since its establishment, so no financial statements have been prepared.

(Note 2) "Ownership Ratio" means the percentage (rounded up or down to the nearest two decimal places) of the difference (231,227,366 shares) of the total number of issued shares of the Company as of June 30, 2023 (240,000,000 shares) stated in the "Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2024 (IFRS)" released on August 2, 2023 by the Company less the number of treasury shares held by the Company as of June 30, 2023 (8,772,634 shares; such treasury shares do not include 145,100 shares held by Mizuho Trust & Banking Co., Ltd. (re-trustee: Custody Bank of Japan, Ltd.), which has been delegated by the Company, pursuant to the "Board Benefit Trust," which is a performance-based stock incentive plan for Directors and Managing Executive Officers of the Company (excluding part-time directors, outside directors, and non-residents of Japan)).

(Note 3) "Company Group" means the corporate group comprising the Company, 17 subsidiaries, and 13 affiliates, with a total of 31 companies (as of August 2, 2023).

3. Number of voting rights held by the shareholder (number of shares held) before and after the change, and the ratio of the voting rights to those held by all shareholders of the Company

Number of voting rights

(ratio of the voting rights to those held by

all shareholders of the Company and

Rank

Attributes

number of shares held)

among large

Directly held

Voting

shareholders

rights to

Total

voting rights

be added

Before

-

0 voting

-

0 voting

-

the

rights

rights

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