T Gaia : Notice Regarding Acquisition of Mobile Phone Sales Business of Fujitsu Personal System Limited through Absorption-type Company Split method

August. 31, 2020

T-Gaia Corporation

Notice Regarding Acquisition of Mobile Phone Sales Business of Fujitsu Personal System

Limited through Absorption-type Company Split method

~Further Expansion of Mobile Telecommunication Business and Enterprise Solutions Business~

The Board of Directors of T-Gaia Corporation (hereinafter "T-Gaia") resolved today the acquisition of all shares of the new company (hereinafter "Target Company"), which will be established and succeed Mobile Phone Sales Business of Fujitsu Personal System Limited (hereinafter, "FJP") (hereafter "The Business").

As to this acquisition, Fujitsu Limited (hereinafter, "Fujitsu") will establish the Target Company and succeed The Business through an absorption-type company split method, and thereafter T-Gaia will acquire all the shares of the Target Company.

1. Purpose of Acquisition of the Shares

T-Gaia group (T-Gaia and its consolidated subsidiaries and affiliates, herein after, "The Group" ) aims to achieve growth and expansion as "A Comprehensive Provider of ICT-Related Domains" by

stabilizing Mobile Telecommunications Business and exploration/development of Enterprise

Solutions Business, Payment Service Business and other Business. T-Gaia considers Mobile Telecommunications Business as its core business and intends to strategically expand it through M&A so that it will be able to keep No.1 position in Mobile Phone Sales Business market and provide the improved and advanced service.

FJP, established in September 1995 as 100% subsidiary of Fujitsu, has built solid position in the mobile phone sales market as the primary sales agent of NTT Docomo and is now operating numbers of "Docomo Shops" in all over Japan. FJP has also steadily expanded the Mobile Phone Sales and ICT-related Solution Business to corporate customers and established strong customer base and high sales force over many years.

T-Gaia believes that this acquisition will enable it to establish nationwide network of high-quality mobile phone sales shops, improve their services and productivity by sharing the skill of sales staff, shop management and sales know-how in Mobile Telecommunication Business.

In addition, in Enterprise Solutions Business, T-Gaia is confident that it is possible to provide new value with the clients by integrating the business expertise and capabilities of FJP and T-Gaia which have been established through product development capabilities and recent M&A activities. T-Gaia also believes that business synergies within The Group will be created through the integration of the business carried out by FJP and T-Gaia, which will lead to further growth and expansion. Such

synergies will bring the positive effects and provide our customers and client companies with

excitement, delight, and safety.

２．Outline of Subsidiary (Target Company)

（１）	Company name	To be determined
（２）	Head office	2-15-2 Konan, Minato-ku, Tokyo, Japan
（３）	Representative	Representative Director Yasuhiro Shirataki (tentative)
（４）	Main business	Sales of mobile handsets and provision of services related (tentative)
（５）	Capital stock	[10 million yen] (tentative)
（６）	Establishment	Early September
（７）	Principal shareholders	Fujitsu Limited（100％）（tentative）
and shareholding ratio
		Capital	[None]
	The relationship	relationship
（８）	between T-Gaia and	Human	[None]
the subsidiary	relationship
		Business	[None]
		relationship
（９）	Consolidated Results of Operations and Financial Position for the last 2 years
Fiscal year	FY 19/3				FY20/3
Consolidated net assets		4,045 million yen		3,031	million	yen
Total assets	20,130	million	yen		16,611	million	yen
Consolidated Net Sales	49,240	million	yen		41,223	million	yen
Consolidated operating profit	1,123	million	yen		1,089	million	yen

（*1） Target Company has not been established yet, the results of operations and financial position of the Target Business (the Mobile Phone Sales Business of FJP) for the years ended March 31, 2019 and 2020 are described. The above figures are not reviewed by any audit corporation.

（*2） In addition to the above, Fujitsu Personal Retail Service Co. Ltd, which is a subsidiary of FJP, and will be a subsidiary of the Target Company is also the scope of the acquisition so that it become a subsidiary (second tier subsidiary) of T-Gaia.

３．Outline of Parties (Seller of Shares)

（１）	Company name	Fujitsu Limited
（２）	Head office	4-1-1, Kamikodanaka, Nakahara-ku,Kawasaki-shi, Kanagawa, Japan
（３）	Representative	President and Representative Director Takahito Tokita

	Development, manufacture, sale of products and services
（４） Main business	in the fields of software, information processing, products, systems, visual
and
	telecommunications
（５） Capital stock	324,625 million yen（As of June 30, 2020）
（６） Establishment	June 20, 1935
（７） Net assets	1,343,561 million yen（As of June 30, 2020）
（８） Total assets	2,985,074 million yen（As of June 30, 2020）
			Percentage
		Name	of shares
				held
	Ichigo Trust Pte. Ltd.		7.44％
	The Master Trust Bank of Japan, Ltd.（trust account）		7.38％
（９）Principal shareholders	Japan Trustee Services Bank, Ltd. (trust account)		5.35％
and shareholding ratio	Fuji Electric CO., LTD.		2.97％
（As of March 31, 2020）	SSBTC CLIENT OMNIBUS ACCOUNT		2.76％
	Fujitsu Employee Shareholding Association		2.40％
	Japan Trustee Services Bank, Ltd. (trust account t 5)		1.96％
	Japan Trustee Services Bank, Ltd.（trust account）		1.89％
	Asahi Mutual Life Insurance Company		1.76％
	STATE STREET BANK AND TRUST COMPANY 505103		1.75％
	Capital	[None]
	relationship
	Human	[None]
The relationship	relationship
（10） between T-Gaia and
Business	[None]
the subsidiary	relationship
	Applicable
	status to	[None]
	related parties
４． Number of shares acquired, price, and status of shares held before and after acquisition
Number of shares held	None
（Number of voting rights：None）
（１）
before transfer	（Percentage of Voting rights held：None）

（２）	Number of shares	30,410 stocks
acquired	（Number of voting rights：30,410）
		Common stock of the Target Company	28,600 million yen
（３）	Acquisition price	Advisory costs (estimated amount)	118 million yen
		Entirely costs（estimated amount）	28,718 million yen
	Number of shares held	30,410 stocks
（４）	（Number of voting rights：30,410）
after the acquisition
	（Percentage of Voting rights held：100%）

• The acquisition price of common stock of the Target Company will be adjusted by the method prescribed in the share purchase agreement.

５．Schedule

（１）	Date of resolution of	August 31, 2020
the Board of Directors
（２）	Date of contract	August 31, 2020
	Effective date of
	absorption-type
（３）	company split・	November 2, 2020 (tentative)
	effective date of share
	transfer

６．Outlook

T-Gaia estimates that there is no material impact on its consolidated forecast for the fiscal year ending March 31, 2021. T-Gaia will make another announcement when the acquisition will have any material impact on the performance.