[TRANSLATION]

To whom it may concern:

September 1, 2017

Company Name: SECOM CO., LTD. Name of Representative: Yasuo Nakayama President and Representative Director Securities Code: 9735 TSE First Section Inquiries: Koji Kato

Senior General Manager Management Control Division TEL: +81-3-5775-8225

Notification concerning the Acquisition of TMJ, Inc. Shares

SECOM CO., LTD. ("SECOM") hereby announces that it will acquire all of the issued shares of common stock (6,000 shares) of TMJ, Inc. ("TMJ") from Benesse Holdings, Inc. ("Benesse") and Marubeni Corporation ("Marubeni").

  1. Reason for the Acquisition

    Having formulated the SECOM Group's Vision for 2030, SECOM is collaborating with partners who share its philosophy to create the ANSHIN Platform, a service infrastructure designed to provide peace of mind to people in their everyday lives, as well as to society as a whole. Guided by this vision, SECOM has set policies for expanding secure business support services, among others, as one of several measures aimed at enabling it to provide seamless peace of mind.

    TMJ was established as an in-house call center for the Benesse Group. Today, the company capitalizes on experience accumulated in this role to provide high-quality outsourcing services not only to Benesse Group companies but also to leading companies in a wide range of industries, including major financial institutions.

    SECOM believes that access to the extensive know-how and wealth of experience of TMJ will enhance its ability to respond to expanding market needs through the development and provision of efficient, value-added services.

    Looking ahead, SECOM and TMJ will endeavor to leverage their respective strengths and generate synergies with the goal of offering ever-better services to the customers of both companies. Together with the newest SECOM Group member, SECOM will also continue working to strengthen its relationship with society and to help address diverse social imperatives through the creation of the ANSHIN Platform. In so doing, SECOM will seek to grow together with society and to achieve sustainable growth in corporate value.

    TMJ and Benesse have signed a business alliance agreement with the purpose of maintaining their current business relationship.

  2. Outline of a Subsidiary to be Acquired

    a. Name

    TMJ, Inc.

    b. Address

    20-1, Nishi-Shinjuku 7-chome, Shinjuku-ku, Tokyo

    c. Name and Title of Representative

    President and Representative Director, Hideki Maruyama

    d. Business Description

    (i) Operation/temporary employee placement, design and analysis of contact centers, (ii) outsourcing services of contact center-related businesses and (iii) outsourcing services of back office

    e. Capital

    300 million yen

    f. Date of Establishment

    April 1, 1992

    g. Major Shareholders and Shareholding Ratio

    Benesse Holdings, Inc.

    60%

    Marubeni Corporation

    40%

    h. Relationship between SECOM and TMJ

    Capital Relationship

    There is no capital relationship to be mentioned between SECOM and TMJ. There is also no capital relationship to be specially mentioned between affiliated parties and companies of SECOM and those of TMJ.

    Personnel Relationship

    There is no personal relationship to be mentioned between SECOM and TMJ. There is also no personal relationship to be specially mentioned between affiliated parties and companies of SECOM and those of TMJ.

    Transactional Relationship

    There is no transactional relationship to be mentioned between SECOM and TMJ. There is also no transactional relationship to be specially mentioned between affiliated parties and companies of SECOM and those of TMJ.

    i. Business Performance and Financial Conditions for the Last Three Years (Non-consolidated)

    (In millions of yen)

    Fiscal Years Ended

    March 31, 2015

    March 31, 2016

    March 31, 2017

    Net Assets

    6,028

    6,765

    7,422

    Total Assets

    11,831

    11,953

    12,373

    Net Assets Per Share of Common Stock (yen)

    1,004,757.84

    1,127,515.38

    1,237,026.23

    Revenue

    30,620

    32,979

    33,125

    Operating Profit

    1,057

    1,493

    1,474

    Ordinary Profit

    1,069

    1,556

    1,504

    Net Income

    646

    995

    992

    Net Income Per Share of Common Stocks (yen)

    107,789.10

    165,874.79

    165,372.23

    Cash Dividends Per Share of Common Stock (yen)

    43,116

    66,350

    69,912

  3. Outline of the Transferor for the Share Purchase

a. Name

Benesse Holdings, Inc.

b. Address

7-17 Minamigata 3-chome, Kita-ku, Okayama-shi, Okayama

c. Name and Title of Representative

President and Representative Director, Tamotsu Adachi

d. Business Description

Education, personal care and child care businesses within and outside Japan

e. Capital

13,600 million yen

f. Date of Establishment

January 28, 1955

g. Major Shareholders and Shareholding Ratio

The Master Trust Bank of Japan, Ltd.

10.6%

Japan Trustee Services Bank, Ltd.

9.4%

h. Relationship between SECOM and Benesse

Capital Relationship

There is no capital relationship to be mentioned between SECOM and Benesse. There is also no capital relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Benesse.

Personnel Relationship

There is no personal relationship to be mentioned between SECOM and Benesse. There is also no personal relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Benesse.

Transactional Relationship

SECOM provides security services to Benesse. There is also no transactional relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Benesse.

Related Party Relationship

Benesse is not a related party of SECOM.

i Business Performance and Financial Conditions for the Last Three Years (Consolidated)

(In millions of yen)

Fiscal Years Ended

March 31, 2015

March 31, 2016

March 31, 2017

Consolidated Net Assets

197,892

179,266

175,166

Consolidated Total Assets

490,954

474,926

481,904

Consolidated Net Assets Per Share of Common Stock (yen)

2,000.43

1,796.57

1,749.37

Consolidated Revenue

463,264

444,190

430,064

Consolidated Operating Profit

29,227

10,862

7,685

Consolidated Ordinary Profit

26,838

8,732

5,545

Net Income Attributable to Owners of the Parent

(10,705)

(8,211)

3,557

Consolidated Net Income Per Share of Common Stocks (yen)

(111.30)

(85.37)

36.98

Cash Dividends Per Share of Common Stock (yen)

95.00

95.00

95.00

a. Name

Marubeni Corporation

b. Address

7-1, Nihonbashi 2-chome, Chuo-ku, Tokyo

c. Name and Title of Representative

President and Representative Director, Fumiya Kokubu

d. Business Description

Importing, exporting and sales of goods made domestically and internationally

e. Capital

262,686 million yen

f. Date of Establishment

December 1, 1949

g. Major Shareholders and Shareholding Ratio

The Master Trust Bank of Japan, Ltd. (Trust Account)

4.9%

Japan Trustee Services Bank, Ltd. (Trust Account)

4.6%

h. Relationship between SECOM and Marubeni

Capital Relationship

There is no capital relationship to be mentioned between SECOM and Marubeni. There is also no capital relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Marubeni.

Secom Co. Ltd. published this content on 01 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 September 2017 09:33:08 UTC.

Original documenthttps://www.secom.co.jp/english/ir/lib/notice20170901.pdf

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