Frontier Management : Notice of Acquisition of Shares of Celebrain Corporation

	December 27, 2021
To All
Company Name	Frontier Management Inc.
Representative	Shoichiro Onishi,
	Co-President & Executive Officer
	(TSE First Section Code No. 7038)
Contact	Hiroaki Hamada,
	Executive Officer, Head of Company
	Planning and Administration Department
	(TEL．[phone])

Notice of Acquisition of Shares of Celebrain Corporation

Frontier Management Inc. (hereafter the "FMI") hereby announces that the FMI has resolved at the Board of Directors meeting held today, the acquisition of shares of Celebrain Corporation as follows;

1.Reason

Cerebrain is a consulting firm with a management philosophy of "Creating the Future of People and Organizations," and provides practical supports for clients' business growth through HR strategy consulting, HR development and training, HR technology consulting, organizational personnel research and diagnostic services, and headhunting.

FMI has been providing expert teams with various solutions tailored to each client's business phase, including consulting, M&A, and business revitalization support.

HR consulting demand is growing from clients facing issues such as the promotion of work style reforms and the retention due to HR shortage. FMI will be able to be a comprehensive consulting firm by providing an integrated solution as a group with HR-related consulting functions.

HR consulting will enable FMI to transform the clients' corporate culture from the perspective of "people" and enhance the ability to realize strategies. By broadly exploring CXO candidates from the networks, FMI will be able to provide executives that are suitable for clients.

FMI will also be able to develop the growing HR technology domain through collaboration between Digital Strategy Office and HR consulting.

Significant synergies are expected by acquisition of shares of Celebrane, and FMI will further accelerate the growth strategy as a comprehensive consulting firm.

2.Overview of Celebrane

(1)	Name	Celebrain Corporation
(2)	Address	4-4, Akasaka 3-chome,Minato-ku, Tokyo
(3)	Job Title/Name of	Yuji Takajo, President and Representative Director,
Representative	Atsuko Takahashi, Executive Vice President and Representative Director
(4)	Description of	HR strategy consulting, HR development and training, HR technology consulting
Businesses
(5)	Paid-in Capital	JPY 64.5 Mil.
(6)	Date of Incorporation	October 3, 2000
(7)	Major shareholders and	Yasuo Akita (45.0%), Atsuko Takahashi (25.7%) and Koji Takajo (19.4%)
percentage of shares
(8)	Relationship with the	Capital	Not applicable.
listed company	relationship

				Personnel			Not applicable.
				relationship
				Business			FMI and Celebrane have concluded a business alliance
				relationship			agreement for client referral
(9)	Financial results position of the company for the past 3 years
	Fiscal year end		December 2018		December 2019	December, 2020	December, 2021
			(result)		(result)	(result)	(forecast)
Net assets			JPY 121 Mil.		JPY 126 Mil.	JPY 24 Mil.	JPY 81 Mil.
Total assets			JPY 208 Mil.		JPY 199 Mil.	JPY 95 Mil.	JPY 152 Mil.
Net assets per share			JPY 122,650.63		JPY 127,471.68	JPY 24,654.24	JPY 72,973.97
Net sales				JPY 312 Mil.		JPY 288 Mil.	JPY 331 Mil.	JPY 450 Mil.
Operating income			JPY 34 Mil.		JPY 9 Mil.	JPY 14 Mil.	JPY 58 Mil.
Ordinary income			JPY 38 Mil.		JPY 11 Mil.	JPY 16 Mil.	JPY 57 Mil.
Net income or net loss (△)			JPY 25 Mil.		JPY 9 Mil.	△ JPY 98 Mil.	JPY 57 Mil.
Net income per share or net loss			JPY 26,136.22		JPY 9,385.49	△ JPY 99,920.63	JPY 51,351.35
(△) per share
Dividend per share			JPY 0		JPY 3,000	JPY 0	TBD
3.Overview of acquisition of shares partner
(1)	Name		Yasuo Akita
(2)	Address		Setagaya-ku, Tokyo
(3)	Relationship with the		Not applicable.
listed company
(1)	Name		Atsuko Takahashi
(2)	Address		Shinagawa-ku, Tokyo
(3)	Relationship with the		Not applicable.
listed company
(1)	Name		Koji Takajo
(2)	Address		Shinjuku-ku, Tokyo
(3)	Relationship with the		Not applicable.
listed company

(Note) FMI plans to acquire the shares from two individuals in addition to the above. All of the shareholders have no capital, human or business relationships to be stated with FMI, and are not related parties.

4.Number of Shares Acquired, Purchase Price, and Shareholdings Before and After Acquisition

(1)	Shares owned prior to the	0 shares (Number of voting rights: 0, Percentage of voting rights: 0%)
transaction
(2)	Shares acquired	670 shares (Number of voting rights: 670)
		FMI will refrain from disclosing the purchase price based on the intention of
(3)	Purchase Price	the other party. However, in order to ensure fairness and appropriateness, FMI
determines the purchase price by considering the results of financial, tax and
		legal due diligence conducted by external agencies.
(4)	Shares owned after the	670 shares (Number of voting rights: 670, Percentage of voting rights: 60.4%)
transaction
5.Schedule
(1)	Date of resolution of the	December 27, 2021
Board of Directors

(2)	Contract day	December 27, 2021 (scheduled)
(3)	Effective date of the	January 14, 2022 (scheduled)
share transfer

6.Future outlook

The impact to FMI's forecasts is expected to be minor for FY2021 as a result of this stock purchase. The impact for FY2022 is currently reviewed and will be promptly announced any matters that need to be announced in the future.