Net One Systems: Net One : Notice Concerning Share Consolidation, Abolition of Share Units, Partial Amendment to the Articles of Incorporation and Appointment of a Director

[Translation] January 14, 2025 To Whom it may concern: Net One Systems Co., Ltd. (Stock Code:7518, TSE Prime) Notice Concerning Share Consolidation, Abolition of the Provision on Share Units, Partial Amendment to the Articles of Incorporation and Appointment of an Executive Director Net One Systems Co., Ltd. (the "Company") hereby announces that, as stated below, at the meeting of the Board of Directors held today, the Company resolved to convene an extraordinary shareholders' meeting that is scheduled to be held on February 18, 2025 (the "Extraordinary Shareholders' Meeting") and to submit to the Extraordinary Shareholders' Meeting a proposal for a share consolidation, the abolition of the provision on share units, partial amendment to the Articles of Incorporation and the appointment of an Executive Director. In the course of the above procedures, the Company's shares of common stock (the "Company Shares") will meet the delisting criteria stipulated in the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"). As a result, the Company Shares are scheduled to be designated as securities to be delisted ( seiri meigara ) between February 18, 2025 and March 17, 2025 and subsequently delisted on March 18, 2025. Please note that, after being delisted, the Company Shares will no longer be traded on the Tokyo Stock Exchange Prime Market. Share Consolidation 1. Purpose of and Reasons for the Share Consolidation As announced in the "Notice Concerning the Opinion in Support of the Tender Offer for the Shares, etc. of the Company by SCSK Corporation, and Recommendation to Tender the Shares" (the "Expression of Opinion Press Release") published by the Company on November 6, 2024, SCSK Corporation (the "Tender Offeror"), as part of a transaction (the "Transaction") intended to acquire all of the Company Shares listed on the Tokyo Stock Exchange Prime Market (including the Company Shares to be delivered as a result of the exercise of the Stock Acquisition Rights (Note 1) and excluding treasury shares held by the Company; the same applies hereinafter) and all of the Stock Acquisition Rights and make the Company a wholly- owned subsidiary of the Tender Offeror, implemented a tender offer (the "Tender Offer") for the Company Shares, the Stock Acquisition Rights and the American Depositary Receipts (Note 2) and set the period for purchase (the "Tender Offer Period") to 30 business days from 1 November 7, 2024 to December 18, 2024. As announced in the "Notice Concerning the Results of the Tender Offer for the Shares, etc. of the Company by SCSK Corporation, and the Changes in Parent Companies, a Major Shareholder and the Largest Shareholder Among the Major Shareholders" published by the Company on December 19, 2024, as a result of the Tender Offer, the Tender Offeror has come to hold 63,304,886 shares of the Company (ownership ratio (Note 3): 79.69%) as of December 25, 2024, the settlement commencement date of the Tender Offer. (Note 1) "Stock Acquisition Rights" collectively refers to the stock acquisition rights in (i) through (x) below. (i) The stock acquisition rights of 2012 issued pursuant to the resolution of the Board of Directors of the Company held on June 14, 2012 (exercise period from July 3, 2012 to July 2, 2042) The stock acquisition rights of 2013 issued pursuant to the resolution of the Board of Directors of the Company held on June 13, 2013 (exercise period from July 2, 2013 to July 1, 2043) The stock acquisition rights of 2014 issued pursuant to the resolution of the Board of Directors of the Company held on June 17, 2014 (exercise period from July 4, 2014 to July 3, 2044) The stock acquisition rights of 2015 issued pursuant to the resolution of the Board of Directors of the Company held on June 16, 2015 (exercise period from July 3, 2015 to July 2, 2045) The stock acquisition rights of 2016 issued pursuant to the resolution of the Board of Directors of the Company held on June 16, 2016 (exercise period from July 5, 2016 to July 4, 2046) The stock acquisition rights of 2017 issued pursuant to the resolution of the Board of Directors of the Company held on June 15, 2017 (exercise period from July 4, 2017 to July 3, 2047) The stock acquisition rights of 2018 issued pursuant to the resolution of the Board of Directors of the Company held on June 14, 2018 (exercise period from July 3, 2018 to July 2, 2048) The stock acquisition rights of 2019 issued pursuant to the resolution of the Board of Directors of the Company held on June 13, 2019 (exercise period from July 2, 2019 to July 1, 2049) The stock acquisition rights of 2020 issued pursuant to the resolution of the Board of Directors of the Company held on June 11, 2020 (exercise period from July 2, 2020 to July 1, 2050) The stock acquisition rights of 2021 issued pursuant to the resolution of the Board of Directors of the Company held on June 23, 2021 (exercise period from July 13, 2021 to July 12, 2051) (Note 2) "American Depositary Receipts" refers to the American depository receipts issued in the United States by Deutsche Bank Trust Company Americas and Citibank, N.A. (collectively, the "Depositary Banks") for the Company Shares. 2 (Note 3) "Ownership ratio" refers to the percentage (rounded to the second decimal place) relative to the number of voting rights (794,408 voting rights) represented by the number of the Company Shares (79,440,893 shares) calculated as follows: (i) the total number of outstanding shares as of September 30, 2024 as stated in the Semi-Annual Securities Report for the 38th fiscal year published by the Company on November 12, 2024 (80,308,700 shares), plus (ii) the number of Company Shares to be issued upon exercise of 846 Stock Acquisition Rights, which is the total number of Stock Acquisition Rights remaining as of November 6, 2024 (84,600 shares) (with the resulting sum being 80,393,300 shares), minus the number of treasury shares held by the Company as of September 30, 2024 as stated in the "Summary of Consolidated Financial Results for the Six Months (interim period) Ended September 30, 2024 (Based on Japanese GAAP)" published by the Company on November 6, 2024 (952,407 shares). The same applies hereinafter. The purpose and background of the Transaction, including the Tender Offer and the consolidation of the Company Shares to make the Tender Offeror the sole shareholder of the Company (the "Share Consolidation"), have been announced in the Expression of Opinion Press Release, and are outlined again below. Of the following statements, the statements regarding the Tender Offeror are based on the explanation received from the Tender Offeror. As announced in the Expression of Opinion Press Release, the Company has been deliberating measures to maximize its corporate value from a medium- to long-term perspective, and between October 2022 and late November 2023, three business companies (the "Potential Partners") each expressed interest in forming a capital and business alliance or other relationship with the Company and requested for consultation or submitted an initial proposal to the Company at different timings. Although there were differences in the specificity of the proposals, the degree and scope of interest, and the depth of deliberation, etc. among the Potential Partners that expressed such interest, the Company has provided opportunities for discussion on management policies between its management team and each of the Potential Partners, including the Tender Offeror, and has held consultations among those engaged in the actual business of their respective companies. After an initial exchange of opinions between the management teams of the Company and the Tender Offeror regarding future business plans and strategies in mid-September 2023, the Company has continuously discussed with the Tender Offeror on multiple occasions regarding the competitive advantages that are expected to be gained in the event of a business integration between the two companies and the impact on the market and industry since early October 2023. Under these circumstances, considering the fact that the Company had received in writing a strategic proposal of a certain level of specificity involving the privatization of the Company Shares from one of the Potential Partners (which is not the Tender Offeror) by December 1, 2023 (however, no specific purchase price was presented at this point), in accordance with the "Guidelines for Corporate Takeovers" (the "Corporate Takeover Guidelines") published by the Ministry of Economy, Trade and Industry on August 31, 2023, the Company decided that it would be appropriate to implement a process (the "Process") of collecting comparable materials from each of the Potential Partners from the perspective of enhancing the Company's corporate value and securing the common interests of shareholders, whereby the Company would compare and deliberate strategic options including the strategic proposals from each of the Potential Partners and the "stand-alone" management option of not forming a capital or business alliance. Thus, the Company decided to commence the Process. In order to ensure fairness of 3 the Transaction, including the Tender Offer, and to handle the Process, in early February 2024, the Company appointed Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ("Mitsubishi UFJ Morgan Stanley Securities") as a financial advisor to the Company independent of the Potential Partners and the Company. The Company also decided to continue to appoint Nagashima Ohno Tsunematsu, which had been advising the Company since October 2023, as a legal advisor independent of the Potential Partners and the Company, beyond early February 2024. In addition, in mid-April 2024, for the purpose of further strengthening the advisory structure for the deliberation of strategic options, including the enhancement of corporate value by stand- alone management, the Company appointed QuestHub Co. Ltd. ("Que