GCA : Notice regarding Dividend Distribution (Interim Dividend) and Revision to Forecast of Year-End Dividend Distribution for FY2021 (No Dividend)

Notice regarding Dividend Distribution (Interim Dividend) and

Revision to Forecast of Year-End Dividend Distribution for FY2021 (No Dividend)

Tokyo, Japan, August 3, 2021 - Leading international M&A advisory firm GCA Corporation (TSE:2174) (the "Company") announces that at a meeting of its board of directors held today, the Company resolved: (i) to distribute an interim dividend with a record date of June 30, 2021; and (ii) to revise its dividend forecast for the fiscal year ending December 31, 2021 and not to pay a year-end dividend for such fiscal year, conditional upon the completion of the settlement of the tender offer (the "Tender Offer") for the Company's common shares (the "Shares") and stock acquisition rights by Houlihan Lokey, Inc. (the "Tender Offeror") as stated in the "Announcement of Opinion to Endorse Tender Offer for our Shares, etc. by Houlihan Lokey, Inc. and Recommendation for our Shareholders to Tender their Shares in Tender Offer" separately released today (the "Press Release to Express Opinion"), as follows.

1. Details of Dividend Distribution (Interim Dividend)

		Recent dividend	Previous term
		forecast
	Amount	dividend (Interim
	(as of February 12,
		dividend for FY2020)
		2021)
Record date	June 30, 2021	June 30, 2021	June 30, 2020
Dividend per share	17.5 yen	17.5 yen	17.5 yen
Total dividend value	783 mil yen	－	768 mil yen
Effective date	August 17, 2021	－	August 14, 2020
Distribution source	Retained earnings	－	Retained earnings

2. Revision to Forecast of Year-End Dividend Distribution

1. Reason for Revision
   At the meeting of the Company's board of directors, the Company resolved to express its opinion in favor of the Tender Offer and to recommend that the Company's shareholders and stock option holders tender their Shares or stock options in the Tender Offer. The above-mentioned board resolution was made on the assumption that the Tender Offeror intends to complete a 100% acquisition of the Company through the Tender Offer and a series of subsequent procedures and that the Shares will be delisted (for details, please refer to the Press Release to Express Opinion, which was separately released today). As an independent advisory firm specializing in M&A that encourages its clients to focus on shareholders, the Company has always placed importance on returning profits to its shareholders and has made it the Company's basic policy to return the maximum

amount of profits to its shareholders through dividends and share buybacks. However, the Tender Offeror indicated that the purchase price for the Shares in the Tender Offer was determined based on the assumption that a year-end dividend for the fiscal year ending December 31, 2021 would not be paid, and if a year-end dividend is paid with a record date on or after October 4, 2021 (the scheduled commencement date of the settlement of the Tender Offer), there is a possibility that only shareholders who do not tender their shares in the Tender Offer would receive a dividend, such that there may be a difference in economic effect between shareholders who tender and shareholders who do not tender their Shares in the Tender Offer. Therefore, at a meeting of the Company's board of directors held today, the Company resolved to revise the dividend forecast for the fiscal year ending December 31, 2021 and not to pay a year-end dividend for such fiscal year, conditional upon the completion of the settlement of the Tender Offer, to ensure fairness among shareholders (among other things).

(2) Details of Revision

Dividend per share

	End of Q2	Year-end	Total
Previous forecast
(as of February 12,	17.5 yen	17.5 yen	35 yen
2021)
Revised forecast		0 yen	17.5 yen
Current term	17.5 yen
dividend
Previous term	17.5 yen	17.5 yen	35 yen
dividend

About GCA

GCA is a global investment bank that provides strategic M&A and capital markets advisory services to growth companies and market leaders. The firm offers worldwide coverage with over 450 professionals in 24 offices across America, Asia and Europe. Built by the people that run the business, GCA is a firm of experts who focus on deals that require commitment, original perspective, skill and exceptional networks.

GCA operates in Tokyo, Osaka, Nagoya, Fukuoka, Kyoto, San Francisco, New York, London, Manchester, Leeds, Birmingham, Frankfurt, Munich, Zurich, Paris, Lausanne, Milan, Stockholm, Tel Aviv, Shanghai, Singapore, Ho Chi Minh City, Mumbai and New Delhi.

Investor Contact:

Masaya Kato, Leader, IR Office +81 3‐6212‐7140