PRONEXUS : forms a capital and business alliance with FRAIM Inc., a document technology company innovating document creation practice

March 18, 2022

PRONEXUS forms a capital and business alliance with FRAIM Inc.,

a document technology company innovating document creation practice with AI and proprietary technology

TOKYO, JAPAN, March 18, 2022-PRONEXUS INC. ("PRONEXUS") announced that the Board of Directors resolved, at a meeting held today, to acquire shares of FRAIM Inc. ("FRAIM") through a third-party allotment. In addition, PRONEXUS and FRAIM have signed an agreement on a business alliance and will pursue a capital and business alliance ("this alliance") that makes the best use of both companies' strengths.

1. Background and objectives

The main business of PRONEXUS is providing support services for corporate disclosure and IR activities. For sustainable growth, we have promoted business expansion in disclosure-related fields, while strengthening the PRONEXUS WORKS disclosure document preparation system, which forms the core of our business.

FRAIM is a document technology company established in 2018. The Company has advanced technologies and provides LAWGUE, an AI-powered cloud document workspace, which helps companies, law firms, and government offices and municipalities improve work efficiency to prepare contracts, regulations, specifications, and other documents.

What we have in common is that we provide specialized document creation systems and intend to support a wider range of corporate documents. As we agreed that we could achieve faster mutual growth by sharing a common vision and complementing and collaborating with one another, we decided to enter into this alliance.

Based on this alliance, we will provide each solution to our mutual customers and develop new services that incorporate the technologies of both companies.

2. Details of capital alliance

FRAIM will issue common shares to PRONEXUS by third-party allotment, and PRONEXUS will underwrite the shares.

(1) Number of shares held by PRONEXUS before acquisition	0 shares (Voting rights: 0) (Ratio of voting rights: 0.0%)
(2) Number of shares to be acquired	4,000 shares (Voting rights: 4,000) (Ratio of voting rights: 3.9%)
(3) Number of shares held by PRONEXUS after acquisition	4,000 shares (Voting rights: 4,000) (Ratio of voting rights: 3.9%)

(Note) The acquisition price is not being disclosed due to an agreement with the counterparties on the share acquisition. The price was assessed carefully by the Board of Directors of PRONEXUS and was considered a fair and reasonable amount, after requesting a third party to calculate the value.

3. Schedule

1. Date of PRONEXUS Board of Directors' decision	March 18, 2022
2. Date of FRAIM Board of Directors' decision	March 18, 2022
3. Signing of investment contract and business alliance agreement	March 18, 2022
4. Date of acquisition	March 23, 2022

4. Outline of counterparty to this alliance

(1) Name	FRAIM Inc.
(2) Address	4F, Minamiaoyama No. 2 City Building, 2-27-8, Minamiaoyama, Minato-ku, Tokyo Japan
(3) Name and title of representative	Kei Horiguchi, Representative Director
(4) Business	R&D in and providing a cloud document workspace
(5) Paid-in capital	376 million yen (including capital reserves）
(6) Date established	April 27, 2018
(7) Relationship between PRONEXUS and FRAIM	Capital relationship	None
Personnel relationship	None
Business relationship	PRONEXUS has a business relationship with FRAIM for the development of new services
Applicability to related parties	None

(Note) Major shareholders, the shareholding ratio, business results, and financial standing of FRAIM for the past three years were not disclosed, at their request.

5. Outlook

The acquisition will have minimal impact on the business results for the current consolidated fiscal year.

Contact for inquiries

Hirofumi Morisada

Director and Managing Executive Officers System Consulting Division, PRONEXUS INC. Tel: [phone]