Sumitomo : Notice of Commencement of Tender Offer by a Subsidiary (SCSK Corporation, Stock Code 9719) for Net One Systems Co., Ltd. (Stock Code 7518)

November 6, 2024

To whom it may concern

Sumitomo Corporation Representative Director, President and Chief Executive Officer Shingo Ueno (Code No:8053, [Prime, Tokyo Stock Exchange])

Contact: Shuichi Nagasawa, Head of Corporate Communications Dept. TEL: [phone]

Notice of Commencement of Tender Offer by a Subsidiary (SCSK Corporation, Stock Code 9719) for Net One

Systems Co., Ltd. (Stock Code 7518)

Sumitomo Corporation hereby announces that SCSK Corporation, our consolidated subsidiary, has resolved on November 6, 2024 to commence a tender offer for the common shares, etc. of Net One Systems Co., Ltd.

Outline of SCSK Corporation

Address	3-2-20 Toyosu, Koto-ku, Tokyo
Name and title of	Takaaki Touma, Representative Director and President
representative
	Software development, information processing services, communication network
Business	services, sales of packaged software, software and hardware, system integration (SI)
	services, BPO
Capital	21,561 million yen (as of September 30, 2024)

(Attachment) SCSK Corporation Disclosure Statement

Notice of Commencement of a Tender Offer for Net One Systems Co., Ltd. (Securities Code: 7518) and Borrowing of Funds

November 6, 2024

To whom it may concern:

Company: SCSK Corporation

Representative: Takaaki Touma

President and Representative Director

Code: 9719 (TSE Prime Section)

Contact: Kazumasa Shimizu

General Manager, Corporate Communications Dept.

(Tel. [phone])

Notice of Commencement of a Tender Offer for Net One Systems Co., Ltd. (Securities Code: 7518)

and Borrowing of Funds

SCSK Corporation (the "Tender Offeror") hereby announces that it has decided, pursuant to its board of directors resolution dated today, to acquire common shares of Net One Systems Co., Ltd. (Securities Code: 7518, listed on the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") Prime Market; the "Target Company") (the "Target Company Shares") as well as its Share Options (For the definition of Share Options, please refer to "(3) Purchase Price" in "2. Outline of Purchase, etc." below) and American Depositary Shares (For the definition of American Depositary Shares, please refer to "(3) Purchase Price" in "2. Outline of Purchase, etc." below) through a tender offer provided for by the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") (the "Tender Offer") as stated below.

In addition, the Tender Offeror simultaneously announces that it has decided to borrow funds in order to secure the funds required for the Transaction (For the definition of the Transaction, please refer to "(1) Outline of the Tender Offer" in "1. Purposes of Purchase, etc." below).

I. Terms of the Tender Offer

1. Purposes of Purchase, etc.

(1) Outline of the Tender Offer

Pursuant to its board of directors resolution dated today, the Tender Offeror has decided to implement the Tender Offer as part of a transaction (the "Transaction") intended to acquire all of the Target Company Shares listed on the Tokyo Stock Exchange Prime Market (including common shares of the Target Company to be delivered as a result of the exercise of the Share Options and excluding treasury shares held by the Target Company) and all of the Share Options and make the Target Company a wholly owned subsidiary of the Tender Offeror. As of the filing date hereof, the Tender Offeror owns none of the Target Company Shares or Share Options.

(Note 1) The breakdown of the Share Options (the names of each share option are defined in "(II) Share Options," under "(3) Purchase Price" in "2. Outline of Purchase, etc." The same

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applies hereafter) outstanding as of the filing date hereof, as reported by the Target Company to the Tender Offeror, is as follows:

		Number of the Target
Name of Share Options	Number of Share Options	Company Shares to be issued
as of today	upon exercise of the Share
		Options (shares)
FY2012 Share Options	44	4,400
FY2013 Share Options	56	5,600
FY2014 Share Options	104	10,400
FY2015 Share Options	100	10,000
FY2016 Share Options	148	14,800
FY2017 Share Options	84	8,400
FY2018 Share Options	57	5,700
FY2019 Share Options	52	5,200
FY2020 Share Options	62	6,200
FY2021 Share Options	139	13,900
Total	846	84,600

With respect to the Tender Offer, the Tender Offeror entered into a business integration and tender offer agreement (the "Business Integration and Tender Offer Agreement") with the Target Company dated today, which provides for matters concerning cooperation between the Target Company and the Tender Offeror for implementation of the Transaction and matters concerning their business integration. For details of the Business Integration and Tender Offer Agreement, please refer to "(6) Matters Concerning Important Agreements About the Tender Offer" below.

Since the Tender Offeror intends to make the Target Company its wholly owned subsidiary, it has set the minimum number of shares to be purchased in the Tender Offer at 52,960,600 shares (ownership ratio (Note 2): 66.67%). If the total number of the Shares tendered in the Tender Offer (the "Tendered Shares") is less than the minimum number of shares to be purchased (52,960,600 shares), the Tender Offeror will purchase none of the Tendered Shares. Meanwhile, the Tender Offeror has not set a maximum number of shares to be purchased in the Tender Offer since it aims to make the Target Company its wholly owned subsidiary by acquiring all of the Target Company Shares (including common shares of the Target Company to be delivered as a result of the exercise of the Share Options and excluding treasury shares held by the Target Company) as described above. If the total number of the Tendered Shares is not less than the minimum number of shares to be purchased (52,960,600 shares), the Tender Offeror will purchase all of the Tendered Shares. The minimum number of shares to be purchased (52,960,600) has been determined based on the following calculation: (i) the number of voting rights (794,408 voting rights) represented by the number of the Target Company Shares (79,440,893 shares) (the "Total Number of Target Company Shares After Adjustment for Diluted Shares") calculated as follows: (a) add the number of Target Company Shares (84,600 shares) to be issued upon exercise of the 846 Share Options outstanding as of today to the total number of issued shares as of September 30, 2024 as stated in the "Summary of Consolidated Financial Results for the Six Months Ended (interim period) September 30, 2024 (Based on Japanese GAAP)," published by the Target Company today (the "Target Company's Q2 Financial Results") (80,308,700 shares), minus (b) the number of treasury shares

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held by the Target Company as of September 30, 2024 as stated in the Target Company's Q2 Financial Results (952,407 shares)]; multiplied by (ii) a factor of two-thirds (with the product being 529,606 voting rights, which is rounded up to the nearest whole number); multiplied by (iii) the number of share units of the Target Company (100 shares) (with the product being 52,960,600 shares). The reason for this decision is as follows: The purpose of the Transaction for the Tender Offeror is to make the Target Company its wholly owned subsidiary; If, upon the completion of the Tender Offer, the Tender Offeror fails to acquire all of the Target Company Shares (including common shares of the Target Company to be delivered as a result of the exercise of the Share Options and excluding the treasury shares held by the Target Company) and all of the Share Options in the Tender Offer and implements the share consolidation procedure described in "(4) Policies for Reorganization After the Tender Offer (Matters Concerning So-Called Two-Step Acquisition)" below, a special resolution at the shareholders' meeting as stipulated in Article 309, paragraph 2 of the Companies Act will be required; Accordingly, for the purpose of securing the implementation of the Transaction, the Tender Offeror has set the minimum number so that such requirement will be satisfied by ensuring that the Tender Offeror will own at least two-thirds of the total voting rights of all the shareholders of the Target Company after the Tender Offer.

(Note 2) "Ownership ratio" refers to the ratio (rounded to the second decimal place; hereinafter the same applies in the calculation of the ownership ratio) of the number of Target Company Shares to the Total Number of Target Company Shares After Adjustment for Diluted Shares.

If the Tender Offeror fails to acquire all of the Target Company Shares (including common shares of the Target Company to be delivered as a result of the exercise of the Share Options and excluding the treasury shares held by the Target Company) and all of the Share Options in the Tender Offer, it plans to implement a series of procedures to make the Tender Offeror the Target Company's only shareholder and make the Target Company the Tender Offeror's wholly owned subsidiary (the "Squeeze-Out Procedures") after the completion of the Tender Offer as described in "(4) Policies for Reorganization After the Tender Offer (Matters Concerning So-Called Two-Step Acquisition)" below.

According to the "Notice Concerning the Opinion in Support of the Tender Offer for the Shares, etc. of the Company by SCSK Corporation, and Recommendation to Tender the Shares" announced by the Target Company today, (the "Target Company's Press Release"), at the Target Company's board of directors meeting held today, the Target Company resolved to the effect that it would express its opinion in favor of the Tender Offer and recommend that the Target Company's shareholders tender their shares in the Tender Offer, that it would recommend that the owners of the American Depositary Receipts tender in the Tender Offer by surrendering their American Depositary Receipts to the Depositary Bank in advance and receiving delivery of the Target Company Shares related to such American Depositary Shares represented by the American Depositary Receipts, and that it would leave to the Share Option Holders (the "Share Option Holders") the decision as to whether to tender in the Tender Offer.

For details of the decision-making process of the Target Company's board of directors, please refer to the Target Company's Press Release and "(V) Approval of All Disinterested Directors (Including Members of the Audit & Supervisory Committee) of the Target Company" under "(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price, Measures to Avoid the Risk of Conflict of Interest, etc."

1. Background, Purpose and Decision-making Process Which Led to the Decision to Implement the

Tender Offer and Management Policy After the Tender Offer

The background, purpose and decision-making process which led to the decision to implement the Tender Offer and management policy after the Tender Offer are as follows. The description about the Target Company in the explanation below is based on the information published by the Target Company, the Target Company's Press Release, and the briefings received from the Target Company.

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(I) Background, Purpose and Decision-making Process Which Led to the Decision to Implement the Tender Offer

The Tender Offeror is a "global IT services company" created in October 2011 through the merger of Sumisho Computer Systems Corporation (an information services provider established in October 1969 as a subsidiary of Sumitomo Corporation, originally named Sumisho Computer Service Corporation., which was listed on the Second Section of the Tokyo Stock Exchange in February 1989, moved to the First Section of the Tokyo Stock Exchange in September 1991 and was renamed to Sumisho Computer Systems Corp. in October 1992) as the surviving company and CSK Corporation (an independent information services provider which was established in October 1968, originally named Computer Services Corporation, listed on the Second Section of the Tokyo Stock Exchange in June 1982 and shifted to the First Section of the Tokyo Stock Exchange in March 1985) as the absorbed company. As of today, the Target Company is listed on the Tokyo Stock Exchange Prime Market.

Under its corporate philosophy of "Create Our Future of Dreams", the Tender Offeror is committed to transform itself, achieve further advancement, support the Japanese economy and industry with IT, produce new value through IT and work with clients and society to create a future they desire in the spirit of partnership, thereby seeking to become a "Leading Company in IT Industry" that is widely recognized as being outstanding in a broad range of aspects such as technology and service quality, client satisfaction, human resources and management quality.

The Tender Offeror's group consists of the Tender Offeror, its 29 consolidated subsidiaries and its three equity method affiliates (the "Tender Offeror Group") and offers IT Consulting, Systems Development, Verification Services, IT infrastructure development, IT management, IT hardware and software sales, BPO (Note 1) Services and other services through close coordination of the following business segments: "Industrial IT Business," "Financial IT Business," "IT Business Solutions," "IT Platform Solutions," "IT Management Service" and "Others."

Under its corporate philosophy of "Create Our Future of Dreams", the Tender Offeror Group positions the concept of sustainability management at the core of its management, aiming for sustainable growth by contributing to the resolution of social issues. In addition, in April 2020, it identified seven material issues forming the compass in the promotion of its sustainability management as issues to be addressed in order to practice its corporate philosophy, and established Grand Design 2030 as its medium- to long- term vision. In Grand Design 2030, it sets forth its vision of evolving into a "Co-Creative IT Company". This is the representation of its corporate group that continues to provide new value in order to resolve various issues by promoting co-creative efforts (Note 2) with clients, partners, and society through the enhancement of the human capital of the Tender Offeror Group. Along with the goal of becoming a Co- Creative IT Company, Grand Design 2030 also outlines two directions of its corporate management: "Dramatic improvements in comprehensive corporate value (Note 3)" and "Challenge on the scale of Net Sales 1 Trillion Yen."

The Tender Offeror Group drafted its Medium-Term Management Plan (FY2023-2025) in April 2023 with the aim of realizing its goal of achieving Grand Design 2030. Toward the dramatic improvements in comprehensive corporate value achieved through (i) "Reorganization of business areas and redevelopment of business models to continue providing new value to clients and society", and (ii) "Maximization of the market value of all employees based on the recognition that the growth of employees drives the growth of the Tender Offeror Group", it promotes three core strategies (Core Strategy 1: Decisive Business Shifts; Core Strategy 2: Development of Market-Leading Businesses in Growth Markets; and Core Strategy 3: Advancement of Next-Generation Digital Businesses through Co- Creation with Society) as specific measures.

Currently, Tender Offeror Group believes that IT services market in which the Tender Offeror Group operates, is expected to see moderate but steady market growth. However, the Tender Offeror Group recognizes that it will observe drastic changes in demands for IT services, which are the sources of the market growth, from conventional information and communication technology (ICT) demands to system

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renovations intended to digitize businesses, modernization of operations themselves (innovation of operations and operational processes) and even business transformation needs to realize sustainable society as a result of rapid digitization of society. The Tender Offeror Group recognizes the need to establish its strategic position as an IT services provider that can actively respond to such changes in the business environment and lead the digitization of society.

In order to become a Co-Creative IT Company as envisioned in Grand Design 2030 by achieving sustainable growth with a view to trends of society, market and advanced technologies and other factors in the medium- to long-term, the Tender Offeror has sought opportunities not only to seek autonomous growth by maximizing its internal capital, but also to reform its business portfolio and strengthen its business foundation through various measures including collaboration and partnerships with external parties based on its belief that those measures will be critical factors.

Over the years, the Tender Offeror has developed a corporate culture of facing its clients sincerely and closely support them as their IT partner, and has wide-ranging experience and track records of application development in various types of businesses and industries. On the other hand, the Tender Offeror is aware that, in order to realize Grand Design 2030 and lead the digitization of society, it must drastically transform its business structure itself to develop Technology-Driven Approach business by placing a greater focus on the development, utilization and application of advanced digital technologies.

The Tender Offeror believes that, in achieving such transformation of its business structure, it is essential to strengthen and advance its business foundation that utilizes advanced technologies in the IT infrastructure area (Note 4), in which it lacks a customer base and various technological resources due to the structure of its business portfolio, in addition to its efforts to further improve its capabilities to utilize advanced technologies in the application area (Note 5). Currently, the Tender Offeror has limited integration capabilities (response capabilities in a series of processes from design to construction, testing, and implementation) in the fields of network and security, and has been only partially successful in developing its business that organically connects the area of application with the area of IT infrastructure. It recognizes its strategic business issue that it has not developed its business foundation to an adequate level to provide services unifying those two areas, for which demands are likely to grow remarkably due to qualitative shifts in social demands for IT services as a result of advances to be made in digital technologies.

(Note 1) "Business Process Outsourcing (BPO)" refer to services to undertake various corporate operations as an external contractor.

(Note 2) "Co-creation" refers to the process of creating new value with customers, partner companies, and the community, rather than by the Tender Offeror alone.

(Note 3) Corporate value to be aimed for as the Tender Offeror Group's fundamental corporate capabilities in practicing "sustainability management as a growth strategy" and working to become a Co-Creative IT Company in 2030 under the Medium-Term Management Plan (FY2023-FY2025). This corporate value includes both economic value and non-financial factors such as social value and human capital value.

(Note 4) "IT infrastructure area" refers to the technological area that serves as the foundation for the operation of applications.

(Note 5) "Application area" refers to software and computer programs that operate on IT infrastructure, such as business systems, mobile applications, and web applications.

On the other hand, according to the Target Company's Press Release, the Target Company was founded as Japan's first specialist network integrator at the dawn of computer networks in February 1988 and started the business of network construction, which has served as the foundation for the solution to business activities of client companies and social issues. In December 2001, the Target Company was listed on the First Section of the Tokyo Stock Exchange, and following the shift to a new market category on the exchange in April 2022, it is on the Tokyo Stock Exchange Prime Market as of today.

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With the purpose to "unleash the potential of people and networks, and create a prosperous future by carrying on/inheriting tradition and making innovation happen," the Target Company has established a unique position in the ICT industry as a system integrator that has a strength in networks and specializes in the infrastructure area. The Target Company evaluates cutting-edge infrastructure products (hardware, software, cloud services, and AI infrastructure) with its proprietary intellectual properties and insights and covers the Enterprise, Telecom Carrier, Public, and Partner Businesses as its business domains, providing support for the entire lifecycles of ICT infrastructure of its customers from design and construction to system maintenance and operation. The features of the Target Company's main businesses (segments) are as follows.

1. Enterprise Business: The Target Company conducts the business for major private companies such as manufacturing and non-manufacturing companies, domestic financial institutions, and foreign- affiliated companies. The Target Company helps its clients to enhance their competitiveness through information utilization, working style reforms, and cost reductions, by developing and optimizing the entire ICT infrastructure including cloud platforms.
2. Telecom Carrier Business: The Target Company has expanded the business centered on the construction of telecom networks owned by telecom carriers and Internet service providers (ISPs). In recent years, the Target Company has been engaged in the development of cloud- and security-related service infrastructure to be offered by its customer along with their telecom networks.
3. Public Business: The Target Company conducts the business mainly for local governments, education, companies that provide social infrastructure, and hospitals. The Target Company enhances security of official and other information and establishes common platforms to optimize investment costs.
4. Partner Business: The Target Company conducts a resale business that sells products and services through collaboration with system integrators who undertake all-in-one information system outsourcing.

In the ICT industry, to which the Target Company belongs, management with a strong awareness of sustainability is required. As part of its sustainability policy, the Target Company has been working to hone its ICT expertise in relation to critical assessment and the knowledge that comes from "superior network technology," "multi-vendor support" and "co-creation with customers" to provide services that create both social and economic value, thereby contributing to a sustainable society and achieving sustainable growth for the Target Company. On the other hand, looking at recent changes in the environment surrounding the ICT industry, as advanced technologies such as AI, IoT and quantum computers are being implemented in society, high-quality and secure network infrastructure has become indispensable. Amidst the growing demand for digitization, the Target Company perceives there is a business opportunity in a business that can contribute to solving social issues and aims to achieve further growth and development by utilizing its characteristics.

Against such business environment, and with a view to achieving the purpose above, the Target Company has established the Mission that "each of us is a professional with outstanding expertise and high ethical standards, and contributes to solving the problems of society and our customers" and four Visions to "act with pride as a leading network company," "create added value unique to Net One and achieve sustained growth," "continue to be an elite group of people who train their minds and skills through continuous self-improvement," and "maintain an appropriate profit structure to fulfill our responsibilities to a wide range of stakeholders." The Target Company has thus far strived to realize the provision of services that take into account optimal system design and construction and post-installation utilization, by combining "the world-leading network technology," "critical assessment capabilities" to offer the best solutions based on the market environment, cutting-edge technologies, and actual issues

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facing customers from a neural standpoint, and "integration capabilities" to combine multiple products and services. With regard to corporate culture of the Target Company, while adopting the basic stance of always staying close to its customers and partner companies with sincerity as a pioneer in the network industry, it puts forward "thinking and acting on one's own." Specifically, the Target Company has been striving to foster and entrench five practices of corporate culture: 1) creating value as a team, 2) showing mutual support, 3) relishing challenges, 4) maintaining purpose-driven attitudes, and 5) confronting risks.

In order to realize the purpose, the Target Company has also established a "Vision for 2030" to demonstrate its medium- and long-term management vision and direction with regard to the Visions above. For example, concerning the Vision to "act with pride as a leading network company," the Target Company aims to gain a social reputation as a role-model corporation that conducts advanced initiatives by 2030. Similarly, concerning the Vision to "create added value unique to Net One and achieve sustained growth," the Target Company aims to create added value that meets market needs, expand its business domains, and create new businesses by utilizing its intellectual properties, so as to solve issues facing the society, markets, and customers.

The Target Company believed that formulating a specific roadmap for "realizing the purpose" and "realizing the 'Vision for 2030'," which is a milestone on the way to realizing its purpose, while promptly responding to the recent rapid changes in the market and economic environment as well as technological innovation in Japan, is an important matter of consideration for management and the execution of business. While proceeding with such considerations, the Target Company came to consider the need for non-linear growth through means such as capital and business alliances, in addition to the conventional approach of utilizing the Target Company's business resources to grow existing businesses.

Under these circumstances, the Tender Offeror and the Target company have continually and repeatedly discussed on multiple occasions competitive advantages expected to be gained and anticipated impacts on the market and industry if they realize a management integration since early October 2023 in light of the initial opinion exchange on future business visions and strategies between their management teams in mid-September 2023. Amid these situations, the Tender Offeror came to believe that, by operating business with the Target Company in an integrated way and utilizing the business foundations of both of the companies based on the business integration in the spirit of equality, it would be able to seek business synergies in the short term, such as cross-selling for clients with whom there is no mutual transaction; and that, in the medium- to long-term, it could resolve the strategic business challenge of the lack of adequate business foundations to offer services that integrate the application area and the IT infrastructure area, which are expected to be in much higher in demand in the future amid qualitative changes in demand for IT services in the society due to the evolution of digital technologies, and by merging advanced and latest IT infrastructure service technologies with software engineering services utilizing application service technologies, it could offer unified digital services ranging from network, security and cloud to data utilization and other applications and develop into a new corporate body that would lead the IT service industry and contribute to the development of Japanese economy and resolution of social issues in the society where any and all persons, things and events are connected as a result of digitization. As this idea is based on the same direction as indicated in the idea "IT Digital Platform Company" presented by the Target Company in the discussions with it, the Tender Offeror determined that the Target Company and the Tender Offeror could create new values that either side finds it difficult to realize on its own by engaging in the same business together. Against such a background, the Tender Offeror commenced a full-scale examination of a possible capital and business alliance with the Target Company, methods thereof and other related issues in late-November 2023.

Thereafter, in late February 2024, the Tender Offeror received notification from Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ("Mitsubishi UFJ Morgan Stanley Securities"), the Target

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Company's financial advisor, that it would conduct the first-round process for selecting the Target Company's strategic partner to realize the Target Company's further growth in the future (the "First- Round Process") and that Mitsubishi UFJ Morgan Stanley Securities intends to invite the Tender Offeror to the First-Round Process as one of the companies with complementary strengths that could promote the Target Company's growth. According to the Target Company's Press Release, three business companies, including the Tender Offeror, participated in the First-Round Process.

The Tender Offeror decided in late February 2024 to participate in the First-Round Process as it has come to believe that the Transaction would contribute to enhancing the corporate value of both the Tender Offeror and the Target Company in view of the high compatibility between future business plans of the two.

In early March 2024, the Tender Offeror selected Daiwa Securities Co. Ltd. ("Daiwa Securities") as its financial advisor and a third-party valuation institution independent from the Tender Offeror and the Target Company, and Nishimura & Asahi (Gaikokuho Kyodo Jigyo) as its legal advisor independent from the Tender Offeror and the Target Company. While also receiving advice from Daiwa Securities whenever necessary, the Tender Offeror considered the submission of its first letter of intent based on the business plans of the Target Company for three periods from the fiscal year ending March 2025 through the fiscal year ending March 2027 (the "Business Plans"), which it obtained from Mitsubishi UFJ Morgan Stanley Securities, and submitted on April 30, 2024, the first letter of intent stating that the Tender Offeror would conduct the Transaction.

According to the Target Company's Press Release, the Target Company then carefully examined the contents of the first letter of intent from the perspectives of enhancing the corporate value of the Target Company and securing the common interests of its shareholders and decided to approve the participation of the Tender Offeror in the second-round process (the "Second-Round Process"). The Tender Offeror then received a notification from the Target Company on July 26, 2024, announcing that the Tender Offeror had passed the First-Round Process and that its participation in the Second-Round Process was approved, through Mitsubishi UFJ Morgan Stanley Securities, and it was decided that the Tender Offeror was to participate in the Second-Round Process. For the Second-Round Process, the Tender Offeror conducted, in a period between late July 2024 and early September 2024, due diligence on the business, finance, tax, legal affairs, human resources, IT, etc. of the Target Company, and interviews with the management of the Target Company, and has proceeded with detailed analyses and examinations on specific measures to be taken to deliver business synergies between the Tender Offeror Group and the Target Company, and management policies, etc. to be taken after the Tender Offeror makes the Target Company its wholly owned subsidiary. According to the Target Company's Press Release, two business companies, including the Tender Offeror, participated in the Second-Round Process.

In view of these examinations and processes, the Tender Offeror concluded in late September 2024 that the management philosophies and stances toward corporate culture of the Tender Offeror and the Target Company were highly compatible, and that the Tender Offeror's business integration with the Target Company would lead to the birth of a business group that would be capable of establishing a highly competitive position with unparalleled, overwhelming features combining the network/security/IT infrastructure area and the application area. The Tender Offeror was therefore convinced that the business integration would help secure sustainable growth and maximize corporate value of the Tender Offeror and the Target Company. For the reason why the Target Company selected the Tender Offeror as a result of the Second-Round Process, please refer to "(VI) Execution of the Process" in "(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price, Measures to Avoid the Risk of Conflict of Interest, etc." below.

The Tender Offeror recognizes that the management philosophies and visions embraced by the Tender Offeror and the Target Company are extremely compatible. The Target Company embraces the purpose

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"Unleash the potential of people and networks, and create a prosperous future by carrying on/inheriting tradition and making innovation happen" and the mission "Each of us is a professional with outstanding expertise and high ethical standards, and contributes to solving the problems of society and our customers" (Note 6). In the meantime, the Tender Offeror adopts a corporate philosophy "Create Our Future of Dreams" and pursues "Our Promises" to achieve the philosophy-"Respecting each other," "Providing excellent service utilizing reliable technology," and "Sustaining growth from a global and future perspective" (Note 7). The Tender Offeror believes that the two companies share the fundamental ideas-make the most of the capabilities of "people," enhance "technologies," and contribute to the "future."

In addition, the five cultural practices that the Target Company aims to establish by the end of its Medium-Term Management Plan ("creating value as a team," "relishing challenges," "maintaining purpose-driven attitudes," "showing mutual support," and "confronting risks") significantly overlap with the Tender Offeror's Code of Conduct "Challenge: Aim higher with future creating passion," "Communication: Act with integrity and responsibility for our customers and society," and "Communication: Facilitate teamwork with respect and understanding." Furthermore, the Target Company states in its 2024 Integrated Report, " efforts to permeate our corporate philosophy are, through the phase of ' appreciation' for the philosophy, going to enter the phase of 'sympathy and resonance,' where employees act on the philosophy together and their actions will gain an external recognition and reputation as cultural practices unique to Net One." On the part of the Tender Offeror, President and Representative Director Takaaki Touma said in a message to all employees he delivered when he took office in April 2022, "I recognize that the Group must be an entity that contributes to and is deemed necessary by society. I am therefore tasked with supporting all Group members in walking their differing roads toward individual happiness while also enabling us to contribute to society as an organization. I believe the sustainable growth we are aiming for should be the result of the achievement of these tasks. It is therefore imperative that everyone at the SCSK Group have a strong understanding of the values we cherish which are embedded in our corporate philosophy, our business vision, our raison d'être, and our future direction so that we can fulfill the role of our organization." promoting "Value-Driven Management" toward realization of its desirable corporate group vision. Given the above, the Tender Offeror understands that the two companies' corporate cultures are highly compatible and that the management perspectives of their leaders have many commonalities.

(Note 6) Cited from the corporate philosophy on the Target Company's website (https://www.netone.co.jp/english/company/message/philosophy/).

(Note 7) Cited from the corporate philosophy of the Tender Offeror posted on its website (https://www.scsk.jp/index_en.html).

The Tender Offeror seeks to provide a software engineering service utilizing advanced digital technologies in the medium and long term through the business integration with the Target Company, and to contribute to realization of a world where individuals, companies and the society can utilize such technologies at will. The Tender Offeror plans to build a software engineering service based on advanced digital technologies on a platform where the Target Company's network integration technologies are enhanced, and to offer the service as its next-generation core business in Japan and abroad, by conducting necessary transformation and enhancement of the system integration business and other current core businesses, reinforcing its business consultation capabilities, and developing advanced digital technologies. The Tender Offeror believes that these businesses can be effective when system integration and network integration are combined, that is, the Tender Offeror and the Target Company work together, and that it can solve social issues that may arise in various forms by providing new value and take a lead in digitalization of society.

The Tender Offeror is also confident that toward realizing a business plan to be envisioned by the corporate group to be created through the business integration with the Target Company, it can further enhance its innovativeness, growth, and profitability, develop into a company that spearheads the

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