PLAID : Announcement regarding Acquisition of Emotion Tech, Inc. as a Subsidiary

Note: This document is an English translation of the original Japanese language document and has

been prepared solely for reference purposes. No warranties or assurances are given regarding the

accuracy or completeness of this English translation. In the event of any discrepancy between this

English translation and the original Japanese language document, the original Japanese language

document shall prevail in all respects.

For Immediate Release		August 27, 2021
Company name:	PLAID, Inc.
Representative:	Representative Director and CEO	Kenta Kurahashi
	(Code: 4165, Tokyo Stock Exchange Mothers)
Contact:	Executive Officer and CFO	Kentaro Muto
	! TEL. [phone]"

Announcement regarding Acquisition of Emotion Tech, Inc. as a Subsidiary through Acquisition of

Shares and Underwriting Capital Increase by Third Party Allotment and

Notice of Posting an Extraordinary Income (Gain on Step Acquisitions) and a Non-operating

Expense (Other Acquisition Expenses)

PLAID, Inc. (the "Company") announces that the Company has made a resolution at the Board of Directors held on August 27, 2021, to acquire Emotion Tech, Inc. (hereafter referred to as "Emotion Tech") as a subsidiary by acquisition of shares and underwriting capital increase by third party allotment. Details are as follows.

1. Reason for the Additional Acquisition of Shares

Emotion Tech provides SaaS products and consulting services to help companies acquire, analyze, and improve their NPS® (Net Promoter Score)*, based on the NPS® , which has been developed in Europe and the United States as an indicator with a high correlation to business performance, and is being increasingly adopted by companies in Japan. eNPS (Employee Net Promoter Score) is a similar product diverted toward company employees from NPS®. This service aims to improve business performance and to prevent employee resignation by converting loyalty and recommendation of customer and service user to data.

*Net Promoter®, NPS®, NPS Prism®, and the NPS-related emoticons are registered trademarks of Bain & Company, Inc., Satmetrix Systems, Inc., and Fred Reichheld

Against the background of changing consumer environments such as digitization of information, the survey market including NPS® is rapidly growing in Europe and the United States, with noteworthy companies such as Qualtrics and Medallia experiencing rapid sales growth, and continuing to grow after being listed and acquired.

Based on the expectation and the development potential of NPS® markets, the Company invested in Emotion Tech in May 2020. Ever since forming a strategic partnership, we have both moved forward in linking our products, jointly developing business, creating sales opportunities, and offering the Simple CX Survey as a simplified diagnostic tool for CX (customer experience). Collaboration between products is an example of Company's platform concept of expanding the area of value provision by linking and incorporating the products of other companies that specialize in the specific field with Company's own products that have been developed to be highly versatile so that customers can handle all kinds of data related to their customers.

After a verification and run-up period of more than one year for the above activities, acquiring Emotion Tech as a subsidiary allows the Company and Emotion Tech to work together more closely, and then they aim to accelerate business development in the survey market.

Note: This document is an English translation of the original Japanese language document and has

been prepared solely for reference purposes. No warranties or assurances are given regarding the

accuracy or completeness of this English translation. In the event of any discrepancy between this

English translation and the original Japanese language document, the original Japanese language

document shall prevail in all respects.

2. Transfer Method

As of September 28, 2021, the Company plans to acquire 54,904 shares of Emotion Tech issued stocks (18,615 shares of common stock, 36,289 shares of Class A preferred stock). Also, on the same date, the Company plans to underwrite 10,235 shares of Class C preferred stock in response to the third party allotment of new shares conducted by Emotion Tech. This process will grant the Company 64.0%* voting rights in Emotion Tech, which will be the consolidated subsidiary of the Company.

*On the same date, two employees of the Company plan to underwrite Class C preferred stock (total of 1,576 shares) in response to the third party allotment of new shares conducted by Emotion Tech. The above ratio of voting rights are calculated using the total number of issued shares (108,543 shares) with all Class C preferred stock, including those underwritten by the company, as the denominator.

3. Overview of the Subsidiary Being Transferred (Emotion Tech, Inc.)

(1)	Name	Emotion Tech Inc.
(2)	Location	Nagata-cho GRID 4F, 2-5-3Hirakawa-cho,Chiyoda-ku, Tokyo
(3)	Name and position	Yoshimitsu Imanishi, CEO / Co-founder
of representative
	Description of	Developments and operations of Customer experience (CX)
(4)	management cloud "EmotionTech CX" and
business
	employee experience (EX) management cloud "EmotionTech EX"
(5)	Capital	25 million yen
(6)	Established	March 8, 2013
	Major shareholders	Yoshimitsu Imanishi: 18.7%
	AT-I Investment Limited Partnership Fund: 17.7%
(7)	and their
MIC Innovation III Limited Liability Fund: 16.0%
	shareholding ratio
	Reiji Iio: 15.4%
		Capital		The Company holds 4,329 shares of Class B
	Relationship	relationship		preferred stock issued by Emotion Tech.
(8)	between the	Personal		One employee of the Company also serves as a
Company and	relationship		director of Emotion Tech.
	Emotion Tech	Business		The business relationship is based on a referral
		relationship		partner contract and distributor contract, etc.

1. Operating results and financial position over the past 3 years (not audited)

	Fiscal year	Fiscal year ended	Fiscal year ended	Fiscal year ended
	December 2018	December 2019	December 2020
	Net assets	3 million yen	(61 million yen)	85 million yen
	Total assets	163 million yen	159 million yen	380 million yen
	Net assets per share	(7,615.09 yen)	(8,921.51 yen)		(10,995.91 yen)
	Net Sales	359 million yen	491 million yen	487 million yen
	Operating income (loss)	(88 million yen)	(68 million yen)	(101 million yen)
	Ordinary income (loss)	(89 million yen)	(64 million yen	(102 million yen)
	Net income (loss)	(89 million yen)	(64 million yen	(102 million yen)
	Net income (loss) per	(1,872.75 yen)	(1,306.42 yen)	(1,124.97 yen)
	share
	Dividends per share	- yen	- yen		- yen

Note: This document is an English translation of the original Japanese language document and has

been prepared solely for reference purposes. No warranties or assurances are given regarding the

accuracy or completeness of this English translation. In the event of any discrepancy between this

English translation and the original Japanese language document, the original Japanese language

document shall prevail in all respects.

4. Overview of the Sellers of the Shares

An overview of shareholders with a shareholding ratio of 10% or more before acquisition is listed below, and shareholders with a shareholding ratio of less than 10% at the same point in time are included in Other all at once.

(1)	Name	AT-I Investment Limited Partnership Fund
(2)	Location	ARK Mori Building 3F, 1-12-32 Akasaka, Minato-ku, Tokyo
(3)	Basis for establishment	Investment Limited Partnership Fund
		established based on Limited Partnership Act for Investment
(4)	Purpose of	To invest in startups
	establishment
(5)	Date of establishment	May 15, 2014
(6)	Total amount of funds	Undisclosed on the request of the seller.
(7)	Investor, Investment	Undisclosed on the request of the seller.
	ratio,
	Investor overview
(8)	Managing partner	Name	STRIVE, Inc.
	overview
	Location	ARK Mori Building 3F, 1-12-32 Akasaka,
			Minato-ku, Tokyo
		Name and	Yusuke Amano, Representative Director
		position of	Tatsuo Tsutsumi, Representative Director
		representative
		Description of	Investment
		business
		Capital	100 million yen
(9)	Domestic delegate	Name	Not applicable
	overview
	Location	−
		Name and	−
		position of
		representative
		Description of	−
		business
		Capital	−

Note: This document is an English translation of the original Japanese language document and has

been prepared solely for reference purposes. No warranties or assurances are given regarding the

accuracy or completeness of this English translation. In the event of any discrepancy between this

English translation and the original Japanese language document, the original Japanese language

document shall prevail in all respects.

	(10)	Relationship between	Relationship	There are no capital relations, personal
		the Company and the	between the	relations, or business relations that need to be
		fund	Company and	mentioned.
			the fund
			Relationship	There are no capital relations, personal
			between the	relations, or business relations that need to be
			Company and	mentioned. .
			managing
			partner
			Relationship	Not applicable
			between the
			Company and
			domestic
			delegate
	(1)	Name	MIC Innovation III Limited Liability Fund
	(2)	Location	3-2-5 Kasumigaseki, Chiyoda-ku, Tokyo
	(3)	Basis for establishment	Investment Limited Partnership Fund
			established based on Limited Partnership Act for Investment
	(4)	Purpose of	To increase the value of invested capital by contributing to the
		establishment	enhancement of corporate value through investment and
			hands-on support.
	(5)	Date of establishment	July 26, 2011
	(6)	Total amount of funds	Undisclosed on the request of the seller.
	(7)	Investor, Investment	Undisclosed on the request of the seller.
		ratio,
		Investor overview
	(8)	Managing partner	Name	Mobile Internet Capital, Inc.
		overview
		Location	3-2-5 Kasumigaseki, Chiyoda-ku, Tokyo
			Name and	Kan Ebisawa, President and CEO
			position of
			representative
			Description of	Venture capital company
			business
			Capital	100 million yen

Note: This document is an English translation of the original Japanese language document and has

been prepared solely for reference purposes. No warranties or assurances are given regarding the

accuracy or completeness of this English translation. In the event of any discrepancy between this

English translation and the original Japanese language document, the original Japanese language

document shall prevail in all respects.

(9)	Domestic delegate	Name	Not applicable
	overview
	Location	−
		Name and	−
		position of
		representative
		Description of	−
		business
		Capital	−
(10)	Relationship between	Relationship	There are no capital relations, personal
	the Company and the	between the	relations, or business relations that need to be
	fund	Company and	listed.
		the fund
		Relationship	There are no capital relations, personal
		between the	relations, or business relations that need to be
		Company and	listed.
		managing
		partner
		Relationship	Not applicable
		between the
		Company and
		domestic
		delegate

1. Name
2. Address
3. Relationship between the Company and the individual

1. Name
2. Address
3. Relationship between the Company and the individual

Other (6 funds, 5 operating companies)

Yoshimitsu Imanishi

Ota-ku, Tokyo

There are no capital relations, personal relations, or business relations that need to be mentioned.

Reiji Iio

Koto-ku, Tokyo

There are no capital relations, personal relations, or business relations that need to be mentioned.

There are no capital relations, personal relations, or business relations that need to be mentioned regarding the Company and the sellers.