Raksul : Notice Regarding Establishment of Subsidiary through Company Split (JOSYS INC.)

	December 21, 2021
Company name:	RAKSUL INC.
Representative:	Yasukane Matsumoto
	Representative Director, President and CEO
	(TSE First Section Code No. 4384)
Contact:	Yo Nagami
	Director, CFO

Notice Regarding Establishment of Subsidiary JOSYS INC. through Company Split

(Simplified Incorporation-Type Company Split)

RAKSUL INC. (hereinafter the "Company") resolved at the Board of Directors meeting held on December 21, 2021 to transfer the Josys (IT Devices & SaaS Integrated Management Cloud) business through an incorporation-type company split (hereinafter the "Company Split") to a company to be established, named JOSYS INC., effective February 1, 2022 (scheduled). Details of the Company Split are as described below.

As the Company Split will be conducted solely by the Company, the particulars and content for disclosure have been partially omitted.

1. Reason for the Company Split
   In September 2021, we launched the Josys (IT Device & SaaS Integrated Management Cloud) business (hereinafter the "Business") which automates the operations of the corporate IT domain, reducing the increasing burden on the corporate IT functions due to the rapid spread of new work styles including teleworking. With the aim to further grow and expand the Business, the Company will conduct the Company Split and accelerate business development by having the newly established company specialize in the Business.
2. Overview of the Company Split

(1) Company Split schedule
Resolution at Board of Directors meeting approving the company split plan:	December 21, 2021
Date of the company split (effective date):	February 1, 2022 (scheduled)

Note: As the Company Split meets the requirements for a simplified company split in accordance with the provisions of Article 805 of the Companies Act of Japan, the Company does not require approval at the General Meeting of Shareholders.

1. Method of the Company Split
   This is an incorporation-type company split, with the Company as the splitting company and JOSYS INC. as the newly established company.
2. Allocation of shares related to the Company Split
   The newly established JOSYS INC. will issue 10,000 shares of common stock and allot all of the shares to the Company.
3. Handling of share options and bonds with share options upon the Company Split Not applicable.
4. Change in capital due to the Company Split
   There will be no changes in the capital of the Company due to the Company Split.

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1. Rights and obligations to be succeeded by the newly established company
   The newly established JOSYS INC. will succeed the assets, liabilities, contractual status, and other rights and obligations with respect to the Business prescribed in the incorporation-type company split plan.
2. Prospects for fulfilling financial obligations
   The Company foresees no concerns in the certainty of fulfillment of financial obligations borne by the newly established JOSYS INC. pertaining to the Company Split. The Company will assume all debts to be succeeded by the newly established company.

3. Outline of the splitting company and the newly established company

	Splitting company		Newly established company
	(As of December 21, 2021)		(Scheduled as of February 1, 2022)
Company name	RAKSUL INC.		JOSYS INC.
Location	2-24-9 Kamiosaki Shinagawaku, Tokyo	2-24-9 Kamiosaki Shinagawaku, Tokyo
141-0021 JAPAN		141-0021 JAPAN
Representative	Representative Director, President and CEO	Representative Director and President
Yasukane Matsumoto		Yasukane Matsumoto
	Printing & offline advertising platform	IT Devices & SaaS Integrated Management
Business overview	"Raksul", logistics platform "Hacobell", and	Cloud "Josys"
	TVCM related services platform "Novasell"
Share capital	¥2,658 MM		¥100 MM
Date of establishment	September 1, 2009		February 1, 2022 (scheduled)
Number of issues shared	28,895,140 shares		10,000 shares (scheduled)
Fiscal year-end	July 31		July 31
	Yasukane Matsumoto	17.27%	RAKSUL INC.	100.00%
	The Master Trust Bank of Japan, Ltd.
	(Trust Account)	13.06%
	Custody Bank of Japan, Ltd.
	(Trust Account)	5.95%
Major shareholders and	NORTHERN TRUST CO. (AVFC)
REIEDU UCITS CLIENTS NON
shareholding ratio
TREATYACCOUNT 15.315 PCT
(As of October 31, 2021)
(Standing proxy: The Hongkong and
	Shanghai Banking Co., Ltd. Tokyo
	branch)	4.11%
	THE BANK OF NEW YORK
	MELLON 140051
	(Standing proxy: Mizuho Bank, Ltd.) 3.85%

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Financial position and performance of the splitting company in the past fiscal year

	Fiscal year ended
	July 31, 2021
Net assets	¥7,996 MM
Total assets	¥21,916 MM
Net assets per share	¥260.02
Net sales	¥25,523 MM
Operating profit	¥220 MM
Ordinary profit	¥130 MM
Net profit	¥160 MM
Earnings per share	¥5.62

Note: The Revenue Recognition Accounting Standards have been applied from the beginning of the fiscal year ending July 31, 2022, and the revenue for the previous fiscal year are figures after retroactive application of the aforementioned standards.

4. Overview of the business to be split

(1) Details of the business to be split

Josys (IT Devices & SaaS Integrated Management Cloud) business

1. Financial performance of the business to be split (Fiscal year ended July 31, 2021) - (Business launched in September 2021)
2. Items and book value of assets and liabilities to be split (as of November 30, 2021)

Assets		Liabilities
Items		Book value	Items		Book value
Current assets		¥105 MM	Current liabilities		¥1 MM
Non-current assets		-	Non-current liabilities		-
Total		¥105 MM	Total		¥1 MM

Note: The actual amount of assets and liabilities to be split will be settled after reflecting the changes in the amount up to the effective date of the Company Split.

1. Status of the Company after the Company Split
   There will be no change in the Company's name, location, representative, business overview, share capital or fiscal year-end due to the Company Split.
2. Future Outlook
   The impact on the Company's business results due to the Company Split is limited. Should it become necessary to revise the financial forecast or should matters arise that need be announced in the future, such information will be promptly disclosed.

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