OUTSOURCING : Notice Regarding Completion of the Acquisition of the Ireland-Based Company Cpl Resources plc

22 January 2021

To Whom It May Concern

Company Name:	OUTSOURCING Inc.
Representative:	Haruhiko Doi
	Chairman and CEO
(First Section of TSE: Securities Code 2427)
Contact:	Kazuhiko Suzuki
	Executive Vice President and
	Executive General Manager in
	charge of Business
	Management Division
Phone:	[phone] (main)

Notice Regarding Completion of the Acquisition of the Ireland-Based Company Cpl Resources plc

In relation to the announcement of the agreement for the acquisition of the entire issued and to be issued share capital of Cpl Resources plc (Anne Heraty as CEO; headquartered in Dublin, Ireland; listed on the Euronext Growth Market operated by Euronext Dublin and the AIM Market of the London Stock Exchange; hereinafter referred to as "Cpl") by means of the Scheme of Arrangement under Irish law (hereinafter, "the Acquisition") announced on 4 November 2020 in "Notice Regarding the Proposal to Acquire the Ireland-Based Company Cpl Resources plc", OUTSOURCING Inc. (Haruhiko Doi as Chairman and CEO; headquartered in Chiyoda-ku, Tokyo; hereinafter referred to as "the Company") hereby notifies that the High Court of Ireland has made an order sanctioning the Acquisition. The Scheme of Arrangement came into effect on 21 January 2021 (GMT) whereby Cpl became a wholly-owned subsidiary of the Company.

Subsequent to the completion of the Acquisition, Cpl will be delisted from the Euronext Growth Market operated by Euronext Dublin and the AIM Market of the London Stock Exchange and will cease to be a listed company.

• Capitalized terms in this Notice, unless otherwise defined, have the same meaning as defined in the Scheme Document.

(End)

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General rules

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made available, directly or indirectly, in a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.

The release, publication or distribution of this Notice in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Notice and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Company, Outsourcing Talent Ireland Limited and Cpl disclaim any responsibility or liability for the violations of any such restrictions by any person.

Cautionary statement regarding forward-looking statements

This Notice contains certain forward-looking statements with respect to the Company, Outsourcing Talent Ireland Limited and Cpl. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the OUTSOURCING Group or the Cpl Group; and (iii) the effects of government regulation on the business of the OUTSOURCING Group or the Cpl Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward- looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to the Company, Outsourcing Talent Ireland Limited or Cpl or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither the Company, Outsourcing Talent Ireland Limited nor Cpl shall undertake any obligation to update publicly or revise forward-looking or other statements contained in this Notice, whether as a result of new information, future events or otherwise, except to the extent legally required.

Responsibility statement

The directors of the Company and the directors of Outsourcing Talent Ireland Limited accept responsibility for the information contained in this Notice. To the best of the knowledge and belief of the directors of the Company and the directors of Outsourcing Talent Ireland Limited (who have taken all reasonable care to ensure that such is the case), the information contained in this Notice for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

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