M&A Capital Partners : Presentation Materials for the Earnings Briefing for the Three Months Ended December 2020

Aiming to be the world's leading investment bank seeking maximum contributions to clients and the happiness of all employees

Presentation Materials for the

Earnings Briefing for the Three Months Ended December 2020

January 29, 2021

1

Company Overview and Strengths of the Company

・・・ 2

2

Results for the Three Months Ended December 2020 ・・・ 10 and Forecast for the Year Ending September 2021

3 Growth Strategy

・・・ 20

1

Company Overview and Strengths of the Company

Trade Name	M&A Capital Partners Co., Ltd.
Listed Market	Tokyo Stock Exchange First Section (Securities Code: 6080)
Head Office Location	38F, Gran Tokyo North Tower,1-9-1 Marunouchi, Chiyoda-ku, Tokyo
Business Content	M&A-related services
Representative	Satoru Nakamura, President and Representative Director
Established	October 2005
Capital	2.7 billion yen (as of December 31, 2020)
Employees	Consolidated:197 Non-consolidated: 125 (as of December 31, 2020)
Affiliates	RECOF Corporation, RECOF DATA Corporation
Management Philosophy	Aiming to be the world's leading investment bank seeking maximum contributions to clients and the happiness of all employees

Leveraging Group power to provide extensive M&A services

Business succession M&A

Industry reorganization M&A	経b営us統in合esにsesよtoり、
Me&xpAan関d 連theの
business area for
Cross-border M&A
M&A media business

Integrating these

事業領域を拡大

M&A services

Aiming to maximize the contribution to clients through the provision of extensive services

Business Content

CharacteristicsBusiness Model

M&A-related services are our main business.

Mainly business succession M&A. We propose solutions through M&A and support their realization for owner managers who have concerns about business succession.

We provide advisory services for the realization of M&A standing between the transferor (seller) and the transferee (buyer) from an independent and impartial position.

Owner of transferred company (seller)

Successor issues

No successor Aging president

Uncertainty about business

Shrinking domestic marketIntensifying competition

Provision of advisory services

Interim fee

Contingency fee

Payment of consideration for the transferTransfer of shares and businesses

Provision of advisory services

Interim feeContingency fee

Transferee (buyer)

1Abundant track record of

closing deals across

multiple industries and

sectors

Stable track record in closing deals across a wide range of industries and sectors

6/27

Dispensing pharmacy

Dispensing pharmacy

Wholesaling

Building materials wholesaling

Wooden building materials wholesaling

Processed lumber products wholesaling

Cosmetics wholesaling Lifestyle products wholesaling

Machinery and appliances wholesaling

Electronic materials wholesaling

Track record of closing deals in a variety of sectors

Dental materials/pharmaceuticals wholesaling

Solar power wholesaling Textiles/clothing wholesaling Miscellaneous goods wholesaling

Food ingredient wholesaling Fishery product wholesaling Wholesaling of confectionery Second-hand machinery wholesaling

Construction/engineering works

Air-conditioning facility construction

Water supply/drainage facility construction Electrical facilities construction Telecommunications construction

General contractor construction Public works

Residential construction Construction-related surveys Building structural design Building structural diagnostics Painting

Manufacturing industry

Metal products manufacture/processing Chemical industry

Industry

Industrial machinery manufacture Tool manufacture

Precision parts manufacture Electrical machinery/appliance manufacture

Steel fabrication

Rolled-copper product processing Electronic components manufacture/processing Transportation machinery/appliance manufacture Automotive parts manufacture Air-conditioning equipment Energy-saving machinery design/manufacture Cleaning/drying equipment manufacture

Machinery repair

Concrete products manufacture Medical appliance manufacture Supplement planning/manufacture Women's clothing manufacture Daily goods planning/manufacture Textile product manufacture Fishery product processing Confectionery manufacture

Food manufacture/processing Pharmaceutical manufacture Beauty products manufacture

IT

Data mining Information services

Retail/EC/mail order

Mail order

SupplementsOutsourced software development Health goodsSystem development Consulting

Distribution

General freight transportation Distribution processing Truck rental

Eating out

Eating out

Food & drink delivery services

Real estate

Real estate brokerage Multi-unit apartment maintenance Investment real estate development

Building maintenance

Nursing care/healthcare

Nursing care business Clinical study support Medical corporationsInteriors Daily goods Outdoor

Vehicle sales/servicing

Advertising/printing/media

Printing

Advertising agency Paper bag manufacture Event planning/preparation Design

Video creation

Package software development

Other

Lease/rental Temporary staffing Temporary engineer staffing Medical preparatory school Childcare facilities Preparatory school Hot spring resorts Hotels

Operation of amusement facilities Facilities security

Insurance agency Buying/selling of tickets Trading company Waste processing Funerals

2Fee schedule that clients find convincing, and that makes it easy to consider M&A

(1) Adoption of fee structure without commencement fee expands the options for

M&A

(2) Searching for counterparties is free to both buyer and seller which enables convincing matches

3Fee structure that is convincing for clients Use of fee based on share price

• - Fees of an M&A intermediary company generally use the Lehman Formula (calculated by multiplying the transaction amount by a certain rate)

• - The company's calculations of fees are based on the share value. This is more convincing than being based on the moving average of total assets

[Example] A company with share value of 500 million yen and 1.5 billion yen of debt

Fee Structure (Lehman Formula)

M&A Capital

Partners Calculated based on the 500 million yen share value

The general Lehman Formula rates used by major financial institutions.
Transaction amount	Commission rate
Up to 500 million yen	5%
500 million yen up to 1 billion yen	4%
1 billion yen up to 5 billion yen	3%
5 billion yen up to 10 billion yen	2%
Over 10 billion yen	1%
e.g.) Calculation of fee when the transaction amount is 2 billion yen 500 million yen x 5% = 25 million yen + (1 billion yen - 500 million yen x 4% = 20 million yen + (2 billion yen - 1 billion yen x 3% = 30 million yen 75 million yen

4Stable Results Making Deals

M&A Capital Partners has produced stable results making deals by focusing on "business succession M&A proposals and advice" for small and medium enterprises using share transfers or business transfers.

Through the business integration with RECOF Corporation and RECOF DATA Corporation, we will promote M&As to solve challenges like business succession, growth strategies, and industry reorganization, and will strive to become a diversified M&A group that caters to various needs.

Cumulative Number of Deals Made

800 700 600 500 400 300 200 100

735 deals

769 deals

596 deals

452 deals 337 deals

226 deals

168 deals 124 deals

37 deals

50 deals

68 deals

89 deals

0

Sep 2010 Sep 2011 Sep 2012 Sep 2013 Sep 2014 Sep 2015 Sep 2016	Sep 2017	Sep 2018	Sep 2019	Sep 2020	Dec 2020
(Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated)	(Consolidated)	(Consolidated)	(Consolidated)	(Consolidated)	(Consolidated)

2

Results for the Three Months Ended December 2020 and Forecast for the Year Ending September 2021

1Q	Forecast for the year	Progress for Entire Year
Number of deals (consolidated)	34	166	20.5%

Number of Deals Made

YE Sep 2011 YE Sep 2012 YE Sep 2013 YE Sep 2014 YE Sep 2015 YE Sep 2016 (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated)

+47.8% Year-on-year

・Steady progress on a non-consolidated level, closing record number of deals in 1Q.

YE Sep 2017 (Consolidated)YE Sep 2018 (Consolidated)YE Sep 2019 (Consolidated)YE Sep 2020 (Consolidated)YE Dec 2020 (Consolidated)

・Number of active deals (non-consolidated) also hit a record high of 347 (+26.6% year on year), and large deals are showing good progress.

Earnings Highlights (Consolidated)

Earnings for the Three Months Ended December 2020 (Consolidated)

Net sales	3,972 million yen	(+206.7% year-on-year)
Ordinary income	1,810 million yen	(+1473.3% year-on-year)
Number of deals	34 deals	(+47.8% year-on-year)
Number of consultants	150	(+22 year-on-year)

・Record number of deals at non-consolidated level in 1Q, plus increase in large deals from 1 to 8, resulting in record sales also in 1Q. As a result, net sales for the Group as a whole in 1Q also hit a record.

Closed 8 large deals (+700.0% year on year)

・In addition, advances received, which is a useful indicator of order backlog, increased steadily to ¥516 million (+10.7% year on year.)

Earnings for the Three Months Ended December 2020 (Non-consolidated)

M&A Capital Partners	RECOF
Year-on-year Change	Year-on-year Change
Net sales	3,743 million yen	+260.4%	175 million yen	-14.1%
Ordinary income	1,987 million yen	+653.5%	-117 million yen	-
Number of deals	32 deals	+68.4%	2 deals	-50.0%
Number of consultants	103	+19	47	+3

・Record number of deals in 1Q, plus increase in large deals from 1 to 8, resulting in record sales also in 1Q.

Closed 8 large deals

・Deals closed fell from 4 to 2, causing results to fall below previous-year levels.

Zero large deals

* Because non-consolidated information is shown, consolidated ​amortization of goodwill (56 million yen) due to business integration is not included.

* We have omitted listing Group companies of relatively low importance.

Number of Active Deals (Non-consolidated)

Number of Active Deals (Non-consolidated)

Number of Active Deals (Non-consolidated)

400

350 300 274

347 328

273

272

250 200 150 100 50

214

220

224

228

239

226

172

197 175

155

127

139

149

109

0

Q3 ended Q4 ended Q1 ended Q2 ended Q3 ended Q4 ended Q1 ended Q2 ended Q3 ended Q4 ended Q1 ended Q2 ended Q3 ended Q4 ended Q1 ended Q2 ended Q3 ended Q4 ended Q1 ended Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, 2016 2016 2016 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 2020 2020

Number of Deals Handled (Non-consolidated)

・Number of active deals (non-consolidated) hit record high of 347 (+26.6% year on year), with large deals showing good progress.

Units: Millions of yen

(consolidated)	1Q	Forecast for the year	Progress for Entire Year
Net sales	3,972	14,030	28.3%
Ordinary income	1,810	6,210	29.2%

Net sales

15,000

Ordinary income

14,000

YE Sep 2011 YE Sep 2012 YE Sep 2013 YE Sep 2014 YE Sep 2015 YE Sep 2016 (Non-Consolidated) (Non-Consolidated) (Non-Consolidated) (Non-Consolidated) (Non-Consolidated) (Non-Consolidated)

14,030

13,000

7,000

12,000

6,000

11,000

10,000

5,000

9,000

8,000

4,000

7,000

6,000

3,000

5,000

4,000

2,000

3,000

2,000

1,000

1,000

0

YE Sep 2011 YE Sep 2012 YE Sep 2013 YE Sep 2014 YE Sep 2015 YE Sep 2016 (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated) (Non-consolidated)

0

YE Sep 2017 (Consolidated)YE Sep 2018 (Consolidated)YE Sep 2019 (Consolidated)YE Sep 2020 (Consolidated)YE Sep 2017 (Consolidated)YE Sep 2018 (Consolidated)YE Sep 2019 (Consolidated)YE Sep 2020 (Consolidated)

In 7 years since year of application for listing (YE Sep 2013), sales have increased by more than 10x.

Impact of spread of novel coronavirus

During the state of emergency, we are continuing our sales activities while working to prevent the spread of novel coronavirus by using telework, etc. to restrict visits by employees to the head office, and restricting movement between the regions and Tokyo by utilizing regional satellite offices.

The full-year forecast for the fiscal year ending September 30, 2021 is unchanged, but going forward we will continue to monitor the impact of novel coronavirus .

• • Visits to the head office are restricted through the use of telework, etc. by more than 60% of employees for the Group as a whole.

• • In the regions, we pursue sales activities by utilizing the multiple satellite offices with which we have agreements, thus restricting movement between the regions and Tokyo.

• • The full-year forecast for the fiscal year ending September 30, 2021 is unchanged, but assumes that economic activities will not slow substantially due to the spread of new novel coronavirus related infections. We will continue to monitor the impact of novel coronavirus going forward, and promptly disclose any significant impact on results.

Overview of Statements of Income (Consolidated)

Three Months Ended Dec 2019	Three Months Ended Dec 2020
Year-on-year Change	Overview of Performance
Net sales	1,295 (100.0%)	3,972 (100.0%)	+206.7%	 At non-consolidated level, closed record number of deals in 1Q  Closed 8 large deals
Gross profit	715 (55.2%)	2,687 (67.7%)	+275.8%	 Impact of higher revenue
SG&A	600 (46.4%)	880 (22.2%)	+46.5%	 Provision for directors' bonuses +192   Taxes and dues +36 Rents +26
Operating income	114 (8.8%)	1,807 (45.5%)	+1480.7%	 Impact of higher revenue
Ordinary income	115 (8.9%)	1,810 (45.6%)	+1473.3%
Net income	13 (1.1%)	1,117 (28.1%)	+7923.5%
Number of deals made	23	34	+47.8%	 At non-consolidated level, closed record number of deals in 1Q
Employees	172	197	+14.5%

Forecast for the

Year Ending September 2021

14,030

(100.0%)

6,211

(44.3%)

6,210

(44.3%)

4,173

(29.7%)

166

September 30, 2020	December 31, 2020
Change	Main Factors Causing Change
Current assets	21,673 (90.1%)	23,224 (91.4%)	+1,551	 Cash and deposits +1,067  Accounts receivable - trade +479
Noncurrent assets	2,386 (9.9%)	2,184 (8.6%)	-202	 Deferred tax assets -125  Goodwill -48 (Amortization of goodwill)
Total assets	24,060 (100.0%)	25,409 (100.0%)	+1,349
Current liabilities	3,199 (13.3%)	2,747 (10.8%)	-451	 Provision for bonuses +395  Accounts payable - other -759
Noncurrent liabilities	229 (1.0%)	228 (0.9%)	-0
Total liabilities	3,428 (14.2%)	2,975 (11.7%)	-452
Total net assets	20,632 (85.8%)	22,433 (88.3%)	+1,801
Total liabilities and net assets	24,060 (100.0%)	25,409 (100.0%)	+1,349

Market capitalization

Units: 100 million yen

時M価ar総ke額t capitalization

2,500

2,000

1
1,654	1,5
1	,072	1,383
8	48	1, 593	011 803
132 13	2 5	30 20	5

1,966

*As of January 28, 2021

Market capitalization has increased more than 13 times over the seven years since listing (November 2013).

3

Growth Strategy

Three-year Plan for Number of Deals (Year Ending September 2021 to Year Ending September 2023)

M&A Capital PartnersRECOFTotal

280

260

240

220

237 35

200

180

166 26

198 30

160

140

120

139 21

100

202

80

168

140

60

118

40

20

0

YE Sep 2020	YE Sep 2021	YE Sep 2022	YE Sep 2023
Result	Target	Target	Target

成Nu約m件be数r of Deals

Average increase of 20% per year

Average increase of 10% per year will be maintained in each company.

M&A Capital Partners

RECOF

Three-year Plan for Number of Consultants (Year Ending September 2021 to Year Ending September 2023)

M&A Capital PartnersRECOFTotal

280

260

240

220

214

260 65

200

180

176

58

160

151

140

51

120

51

100

195

80

156

60

125

40

100

20

0

YE Sep 2020	YE Sep 2021	YE Sep 2022	YE Sep 2023
Result	Target	Target	Target

成Nu約m件be数r of Consultants

Average increase of 25% per year

Average increase of 10% per year will be maintained in each company.

M&A Capital Partners

RECOF

Growth scenario going forward

Domestic M&A market (IN-IN) is forecast to remain strong

Number of M&A deals between Japanese companies from January to December 2020 was more or less flat year on year at 2,944 (down 1.9%), with domestic M&A demand holding up well despite the novel coronavirus pandemic

成In長itiにati向veけs たfor取gりrow組thみ

Create deals through direct-proposal sales

Strengthen our ability to respond to regional needs by creating more finely subdivided sales network Promote impact of high-quality proposals

Create deals through reactionary sales

Strengthen IT measures such as Internet marketing and advertisements

Promote increased awareness of our services through commercials, etc.

Create deals from referral network

Strengthen ability to respond to emerging M&A demand through promotion of alliances with financial institutions, etc.

TBS network

"Houdo Tokushu"

TV Tokyo network

"World Business Satellite"

Continue to air commercials.

Implement promotion activities using a total of six patterns of airing commercials.

Strengthening of Reactionary Sales 2

Strengthening and expanding referral network

• - Conclusion of business alliance agreement between Mizuho Bank and the Company to strengthen support for business succession needs of small and medium-sized companies.

• - Mizuho Bank refers small and medium-sized companies with needs for business succession through M&A to the Company, which will provide detailed services to meet the succession needs of small and medium-sized companies expected to expand and diversify in future.

Continuing to strengthen Internet-based measures

・Internet advertisements

・SEO measures (maintain high search ranking) ・Renewal of website

Issuance of super-long-term stock options

The Company allows employees to purchase stock options with age and performance conditions to ensure that they are committed to super-long-term growth rather than short-term performance targets alone.

Eligible persons

Officers: 2 Employees: 37

Eligible persons

Employees: 2

Eligible period	Target profit
Exercise conditions (1)	Operating profit of ¥6 billion or more (FY2021/9)
Exercise conditions (2)	Operating profit of ¥7.2 billion or more (FY2022/9)
Exercise conditions (3)	(1)+(2)= ¥13.2 billion or more
Age-related conditions	• 55 or over • Conditions related to membership of Group

Eligible period	Target profit
Exercise conditions (1)	Operating profit of ¥360 million or more (FY2021/9)
Exercise conditions (2)	Operating profit of ¥432 million or more (FY2022/9)
Exercise conditions (3)	(1)+(2)= ¥792 million or more
Age-related conditions	• 55 or over • Conditions related to membership of Group

Aiming to be the world's leading investment bank seeking maximum contributions to clients and the happiness of all employees

The plans, forecasts and strategies, etc. contained in these materials are forecasts on future performance based on information available at the time the materials were prepared, and these include inherent risk and uncertainty. Actual performance may differ from forecasts and predictions due to such risk and uncertainty.

Information considered useful for explaining our business environment has been provided in these materials. The results in the data may vary depending on the method or timing of the survey.

Information within these materials on other topics besides the Company is quoted from published information and other sources. As such, the accuracy, appropriateness, etc. of the information has not been verified, nor are any guarantees provided thereof.