Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year...

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The information included in this presentation, such as industry trends and analysis, future plans, and forecasts, is based on data available at the time of release. We make no guarantees regarding future plans or forecasts since the operating environment is subject to risks and uncertainties, meaning it could change substantially in the future. https://www.nihon-ma.co.jp/ TSE1st section: 2127 Results of Operations for the Third Quarter of the Fiscal Year Ending Mar. 31, 2019 Jan. 30, 2019 Nihon M&A Center Inc. Assisting companies to grow and prosper through M&As

Transcript of Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year...

Page 1: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

The information included in this presentation, such as industry trends and analysis, future

plans, and forecasts, is based on data available at the time of release. We make no

guarantees regarding future plans or forecasts since the operating environment is subject to

risks and uncertainties, meaning it could change substantially in the future.

https://www.nihon-ma.co.jp/

TSE1st section: 2127

Results of Operations for the Third Quarter

of the Fiscal Year Ending Mar. 31, 2019Jan. 30, 2019

Nihon M&A Center Inc.Assisting companies to grow and prosper through M&As

Page 2: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 1

Our Future Goals

2001 2011 20211991 (established) (year)

TSE Mothers listing in 2006

TSE 1st section listing in 2007

Aiming to become the

world's leading

integrated M&A

company

Aiming to become the world's leading integrated M&A

company

Established as a

business venture

Became Japan's

leading M&A

intermediary company

Page 3: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 2

Characteristics of the World's Leading Integrated M&A Company

*Our aim is not to gain top rankings in league tables or among investment banks, but rather to

become the world's leading integrated company by achieving the eight qualities described above.

Number of commissioned projects,

number of deals closed, etc.Best matching, PMI, etc.

Valuation of businesses,

execution, etc.

Providing a full range of services, including

strategy creation, PMI, life planning

assistance, and related work tasks

Expanding operations from micro

enterprises to large corporations (without

competing with investment banks) and moving

from Japanese to international markets

Creating new de facto standards for

M&A operations

Motivation, personal growth, real

income, etc.

Leading company specializing in M&A

Eight leading qualities

related to M&A operations

that our group is aiming to

achieve

Customer satisfaction

Integration capabilities

Innovativeness

Market capitalizationEmployee satisfaction

Broad coverage

Work process quality

Number of cases

Nihon M&A Center

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 3

11,000

13,300

16,880

21,390

26,700

12,227

14,778

19,069

24,625

10,000

15,000

20,000

25,000

30,000

2015/3期 2016/3期 2017/3期 2018/3期 2019/3期

(予想)

当初予想

実績

5,750

6,710

8,000

10,000

12,500

6,310

7,116

9,070

11,670

5,000

7,000

9,000

11,000

13,000

15,000

2015/3期 2016/3期 2017/3期 2018/3期 2019/3期

(予想)

当初予想

実績

Forecasts and Changes in Operating Results

Actual results exceeded forecasts for the eighth consecutive period.Break our highest profits for nine consecutive periods in FY 2018

Changes in Sales (¥mn) Changes in Ordinary Income (¥mn)

Original forecast

Actual results

Original forecast

Actual results

FY2015 FY2016FY2014 FY2017 FY2018

(forecast)FY2015 FY2016FY2014 FY2017 FY2018

(forecast)

Page 5: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 4

225

331

414

499

649

723

0

100

200

300

400

500

600

700

800

13年 14年 15年 16年 17年 18年

The number of deals closed has been increasing steadily

over a long period of time to reach 3.2 times in five years (from 225 to 723)Strong growth in commissioned transfer projects as well

(Unit: Number of deals)

2014 2015 2016 2017 20182013

Trends in the number of deals closed

Changes in the Number of Deals Closed and the Number of Commissioned Projects Over the Long Term

380

440

530

650

810

1070

200

300

400

500

600

700

800

900

1000

1100

1200

End ofFY2013

End ofFY2014

End ofFY2015

End ofFY2016

End ofFY2017

End ofFY2018

* The term "commissioned transfer projects" refers to the number of customers for whom we have officially started a project in response to a request for M&A intermediary services from companies wishing to transfer their business operations, and whose projects are currently being processed to close the deals. (Non-exclusive projects and projects related to &Biz Inc. are not included here.)

Changes in the number of commissioned transfer projects

* Summary of results for the whole year (January 1 to December 31)

(Unit: Number of companies)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 5

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

1,199 1,399

1,959

2,481

3,295

35.9%35.4%

40.5% 40.2%

40.3%

30

32

34

36

38

40

42

44

46

48

50

0

500

1,000

1,500

2,000

2,500

3,000

3,500

2014/3期 2015/3期 2016/3期 2017/3期 2018/3期

配当総額

配当性向

FY 2017

Changes in Total Dividends and Market Capitalization

Pursuing Long-term growth.

Trends in total dividends and payout ratio Changes in Market Capitalization

(¥mn) (¥bn)

Total Dividends

Payout Ratio

FY 2013 FY 2014 FY 2015 FY 2016

(From end of Dec. 2012)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 6

Achieved the initial FY2018 target ordinary income (¥11.5 billion) in FY2017

⇒Aiming for early achievement of ¥15 billion as the medium-term management objective

Paid-in stock options and Performance target

PeriodOrdinary income

(annual)

Ratio of exercisable paid-

in stock optionsRemarks

(1) FY2018Over

11.5 billion yen (1)and(2),

30% of all paid-in stock

Options allotted(2) FY2019

Over

12.5 billion yen

(3) FY2020Over

13.5 billion yen

30% of all paid-in stock

options allotted

(4) FY2021Over

15 billion yen

40% of all paid-in stock

options allotted

(FY 2017 result ¥11.6 bn)

<FY2018 Earnings forecast>

12.5 billion yen under the terms for exercise in FY2019

* The number of shares which increase due to the issuance of this paid-in stock option is equivalent to 2.7% of the outstanding shares at maximum, and they become exercisable on July 1, 2022.

* However, when ordinary income dips below 9 billion yen even once, between FY2018 and FY2021, these paid-in stock options cannot be

exercised regardless of the abovementioned conditions.

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 7

Summary of Income Statement

(¥mn , %)

FY2018

(3Q Results)YoY

FY2018

(Full-year Forecasts)

FY2017

(3Q Results)

FY2017

(Full-year Results)

Total % % Total % Total % Total %

Sales 22,717 100.0 113.8 26,700 100.0 19,963 100.0 24,625 100.0

(M&A sales) (22,364) (98.4) (19,750) (98.9) (24,321) (98.8)

Cost of sales 8,359 36.8 6,890 34.5 9,129 37.1

(Referral fees and outsourcing expenses) (3,404) (15.0) (2,889) (14.5) (3,578) (14.5)

(Personnel and transportation costs) (4,816) (21.2) (3,865) (19.4) (5,413) (22.0)

Gross profit 14,357 63.2 13,072 65.5 15,495 62.9

SGA expenses 3,532 15.6 2,714 13.6 3,890 15.8

Operating income 10,825 47.7 104.5 12,500 46.8 10,357 51.9 11,605 47.1

Non-operating income 12 0.1 74 0.4 75 0.3

Non-operating expenses 7 0.0 7 0.0 10 0.0

Ordinary income 10,829 47.7 103.9 12,500 46.8 10,424 52.2 11,670 47.4

Extraordinary gain - - - - - -

Extraordinary loss - - - - - -

Income before taxes 10,829 47.7 10,424 52.2 11,670 47.4

Corporate tax 3,177 14.0 3,091 15.5 3,524 14.3

Net income 7,652 33.7 104.4 8,460 31.7 7,332 36.7 8,146 33.1

Increases in revenues and profits 86.6% progress made

toward achieving a full-year forecast of ordinary income

86.6% progress made toward achieving a full-year forecast of ordinary income

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 8

1,009 1,205 1,896 2,278

3,631 2,592 1,075

1,696

1,773

3,359

3,536 4,362

1,957

2,097

2,257

2,058

3,256 3,874

1,453

1,311

1,188

1,375

1,247

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

2014/3期 2015/3期 2016/3期 2017/3期 2018/3期 2019/3期

第1四半期

第2四半期

第3四半期

第4四半期

Changes in Quarterly Results of Ordinary Income

Record high profit : The highest ordinary income as cumulative third quarter.~The ordinary income for this quarter (a 3-month period) also hit

the second highest on record next to the previous quarter (2Q).~

3Q total

10,829

Full year

11,670

Full year

12,500

4Q

3Q

2Q

1Q

(Unit: ¥mn)

FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018

3Q total

10,424

Change in quarterly results of ordinary income Progress for the ordinary income forecast

¾ of full year forcast

9,375

1Q

3,631

1Q

2,592

3,125

2Q

3,536

2Q

4,362

3Q3,256

3Q

3,874

4Q1,246

0 2,000 4,000 6,000 8,000 10,000 12,000

当期の

業績予想

前期の実績

当期の業績

(Unit: ¥mn)

Ordinary

income for

FY2018

Ordinary

Income for

FY 2017

performance

Forecast for

FY 2018

Page 10: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 9

FY 2015 FY 2016 FY 2017 3Q FY 2017 FY 2018 3Q

Total % Total % Y o Y Total % Total % Y o Y Total % Y o Y

Sales 14,778 100.0% 19,069 100.0% 129.0% 19,963 100.0% 24,625 100.0% 129.1% 22,717 100.0% 113.8%

Direct costs*1 2,110 14.3% 2,745 14.4% 130.1% 3,025 15.2% 3,716 15.1% 135.4% 3,542 15.6% 117.1%

Direct profit 12,667 85.7% 16,324 85.6% 128.9% 16,937 84.8% 20,909 84.9% 128.1% 19,174 84.4% 113.2%

M&A sales 14,542 100.0% 18,800 100.0% 129.3% 19,750 100.0% 24,321 100.0% 129.4% 22,364 100.0% 113.2%

M&A cost of sales*2 1,996 13.7% 2,604 13.9% 130.5% 2,889 14.6% 3,578 14.7% 137.4% 3,404 15.2% 117.8%

M&A gross profit 12,545 86.3% 16,195 86.1% 129.1% 16,861 85.4% 20,742 85.3% 128.1% 18,959 84.8% 112.4%

Other sales 235 100.0% 269 100.0% 114.2% 212 100.0% 304 100.0% 113.1% 353 100.0% 166.3%

Cost of other sales 114 48.4% 140 52.1% 122.9% 135 63.9% 137 45.1% 97.9% 137 39.1% 101.7%

Other gross profit 121 51.6% 128 47.9% 106.0% 76 36.1% 167 54.9% 129.6% 215 60.9% 280.8%

Non-allocable cost of sales*3

3,208 21.7% 4,233 22.2% 132.0% 3,865 19.4% 5,413 22.0% 127.9% 4,816 21.2% 124.6%

Gross profit 9,459 64.0% 12,090 63.4% 127.8% 13,072 65.5% 15,495 62.9% 128.2% 14,357 63.2% 109.8%

(Reference) Sales and Profits by Business

Breakdown of consolidated sales into

M&A sales and other sales

(¥mn)

*1 Direct cost includes M&A cost of sales (referral fees and outsourcing expenses) and cost of other sales.

*2 M&A cost of sales consists of referral fees and outsourcing expenses.

*3 Non-allocable cost of sales includes personnel costs, transportation costs, etc.

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 10

Assets End of

FY2018 3Q% Change

End of

FY2017

I Current assets 17,056 49.5 1,490 15,565

Cash and deposits 12,302 35.7 -1,034 13,337

Other current assets 4,753 13.8 2,524 2,228

II Fixed assets *17,408 50.5 1,263 16,144

Total assets 34,464 100.0 2,754 31,710

Liabilities

and net assetsEnd of

FY2018 3Q% Change

End of

FY2017

I Current liabilities 6,246 18.1 -514 6,761

II Fixed liabilities 2,402 7.0 -503 2,905

Total liabilities 8,648 25.1 -1,018 9,666

Interest bearing liabilities 3,000 8.7 -500 3,500

Net assets 25,815 74.9 3,772 22,043

Retained earnings 27,987 81.2 3,953 24,034

Total liabilities and net assets

34,464 100.0 2,754 31,710

Balance Sheet Summary

Maintaining a sound balance sheet (yen, mn, %)

*Long-term deposit

14,000

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 11

+22 ※1

End of

FY2014

End of

FY2015

End of

FY2016

End of

FY2017

End of

Dec.

2018

2019/

1/1

Cost of

sales

Consultants 146 188 221 272 330 337

Front Office 130 174 199 224 272 277

(Middle

office /

Profession)16 14 22 48 58 60

Staff 11 28 41 43 70 72

SGA

ExpensesStaff 16 18 21 22 32 33

total 173 234 283 337 432 442

※2

Employee Numbers

※2 Consists of sales support members from the sales planning division, sales support division, Corporate Value Laboratory Inc. etc.

※1 22 mid-career recruits have accepted informal job offers as of Jun.30(Consultants).

* Seconded persons are not included in the number of staff members shown above.

(Unit: Persons)←The number of hired consultants on Jan.1

←The number of hired consultants and prospective hired consultants on Jan.30

( except 13 new graduates)

No. of consultants

146

188

221

272

330337

100

150

200

250

300

350

2015/3期 2016/3期 2017/3期 2018/3期 2019/3期3Q

Jan-19

359

+58

2019/1/1

(Unit: Persons)

FY2014 FY2015 FY2016 FY2017 1/1/2019End of

Dec. 2018

The number of hired consultants is increasing steadily,

standing at 337 as of January 1.~124% compared to the headcount (n = 272) at the end of FY2017~

Page 13: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 12

Number of Deals Closed among this 3Q and 3Q total reach record high― The record is broken in the two consecutive quarters (the previous quarter (2Q) and this quarter (3Q)).―

(Units: number of deals, million yen)

*1 Total deals (individual) is the number of sell-side deals added to the number of buy-side deals (based on contingent fees). Total deals (transactions) is the total number of transactions.

*2 M&A sales divided by the number of total deals; includes retainer fees.

Number of Deals Closed and Other Statistics (Details)

FY 2015

FY 2016 FY 2017 FY 2018

Full

year1Q 2Q 3Q 4Q

Full

year1Q 2Q 3Q 4Q

Full

year1Q 2Q 3Q

Full

year

Total deals(number of companies)*1

420 127 152 127 118 524 173 207 151 118 649 173 212 220 605

Total amount for the same fiscal year - 127 279 406 524 - 173 380 531 649 - 173 385 605 -

Number of selling deals closed 212 63 77 63 59 262 83 104 76 60 323 89 106 106 301

Number of buying deals closed 208 64 75 64 59 262 90 103 75 58 326 84 106 114 304

Other closed deals (restructuring, etc.) - - - - - - - - - - - - - - -

M&A sales 14,542 4,282 5,889 4,633 3,994 18,800 6,422 6,985 6,343 4,570 24,321 5,867 8,268 8,228 22,364

M&A sales per deal*2 34.6 33.7 38.7 36.5 33.9 35.9 37.1 33.7 42.0 38.7 37.5 33.9 39.0 37.4 37.0

Total number of deals closed(number of transactions)*1

220 64 79 64 60 267 91 105 76 60 332 89 110 115 314

Total amount for the same fiscal year - 64 143 207 267 - 91 196 272 332 - 89 199 314 -

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 13

Sellers BuyersTransaction scheme

Business details Area Business details Area

1 Specialty contractor Kanto Specialty contractor Kanto Stock transfer

2 Plumbing Kanto Outsourcing Kanto Stock transfer

3 Food production Hokkaido, Tohoku Textile Products manufacturing Tokai, Hokuriku Stock transfer

4 Manufacture of production machinery Tokai, Hokuriku Business oriented machinery production Kansai Stock transfer

5 Manufacture of production machinery Hokkaido, Tohoku Worker dispatching Hokkaido, Tohoku Stock transfer

6 Electronic equipment production Kanto Electrical machinery and equipment wholesale Kanto Stock transfer

7 Truck logistics Kansai Truck logistics Kanto Stock transfer

8 Apparel Kanto Apparel Kansai Stock transfer

9 Dispensing pharmacy Kansai Dispensing pharmacy Kanto Stock transfer

10 Dispensing pharmacy Kanto Dispensing pharmacy Kanto Stock transfer

11 Mechanical design industry Tokai, Hokuriku Transportation equipment and parts production Kanto Stock transfer

12 Hospital Kansai Hospital Chugoku, Shikoku Equity transfer

13 Business oriented machinery production Kanto Business oriented machinery production Tokai, Hokuriku Stock transfer

14 Worker dispatching Overseas Worker dispatching Kanto Stock transfer

15 Building maintenance Overseas Industrial machinery and equipment production Chugoku, Shikoku Stock transfer

16 Civil engineering Kanto Building maintenance Kanto Stock transfer

17 Telecommunication work Kanto Fuel wholesale Kanto Stock transfer

18 Telecommunication work Kanto Telecommunication work Kansai Stock transfer

19 Plumbing Kansai Painter's work Chugoku, Shikoku Stock transfer

20 Plumbing Hokkaido, Tohoku Installation work Kanto Stock transfer

21 Food production Chugoku, Shikoku Grocery retail Kyushu, Okinawa Stock transfer

22 Food production Kyushu, Okinawa Drug wholesale Kyushu, Okinawa Stock transfer

23 Furniture production Kyushu, Okinawa Building material retailing Kansai Stock transfer

24 Printing Kanto Paper products manufacturing Tokai, Hokuriku Stock transfer

25 Drug production Tokai, Hokuriku Chemical products manufacturing Kansai Company split

220 deals closed in 115 groups in one quarter. A large variety of industries across a vast area!

On average, over one M&A deal is closed every day.

Number of deals closed for 3Q(Oct.-Dec.) 1/4

(cont'd on next page)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 14

Sellers Buyers Transaction

schemeBusiness details Area Business details Area

26 Fabricated metal production Kanto Fabricated metal production Chugoku, Shikoku Stock transfer

27 Fabricated metal production Kanto Fabricated metal production Kanto Stock transfer

28 Metal processing Kanto Fabricated metal production Kanto Stock transfer

29 Industrial machinery manufacturing Hokkaido, Tohoku Ceramic industry Kansai Stock transfer

30 Industrial machinery manufacturing Koshinetsu Fabricated metal production Kanto Stock transfer

31 Truck logistics Kansai Truck logistics Kansai Stock transfer

32 Metallic material wholesale Kanto Building materials wholesale Kanto Stock transfer

33Wholesale of electrical machinery and

equipmentTokai, Hokuriku Electrical machinery and equipment production Tokai, Hokuriku Stock transfer

34 Dispensing pharmacy Koshinetsu Dispensing pharmacy Kanto Stock transfer

35 Dispensing pharmacy Koshinetsu Dispensing pharmacy Kanto Stock transfer

36 Dispensing pharmacy Chugoku, Shikoku Dispensing pharmacy Chugoku, Shikoku MBO

37 Dispensing pharmacy Hokkaido, Tohoku Dispensing pharmacy Kanto Stock transfer

38 Dispensing pharmacy Kyushu, Okinawa Dispensing pharmacy Kanto Stock transfer

39 Dispensing pharmacy Kanto Dispensing pharmacy Kansai Stock transfer

40 Dispensing pharmacy Kansai Dispensing pharmacy Kansai Stock transfer

41 Real estate buying and selling Kanto Grocery retail Kyushu, Okinawa Stock transfer

42 Real estate rental Hokkaido, Tohoku Real estate buying and selling Hokkaido, Tohoku Stock transfer

43 Surveying industry Tokai, Hokuriku Real estate rental Kansai Stock transfer

44 Ryokans and hotels Kansai Real estate management Kanto Stock transfer

45 Restaurants Chugoku, Shikoku Restaurants Kanto Business transfer

46 sporting facilities services Chugoku, Shikoku Education services Kanto Stock transfer

47 Hospital Chugoku, Shikoku Medical services Kanto Stock transfer

48 Automobile maintenance Kansai Automobile dealer Kansai Stock transfer

49 Building maintenance Kanto Commissioned software development Tokai, Hokuriku Stock transfer

50 Civil engineering Kanto Ceramics products retailing Kanto Stock transfer

51 Civil engineering Hokkaido, Tohoku Fund Kanto Stock transfer

52 Civil engineering Kanto Pavement construction Kanto Stock transfer

53 Civil engineering Kanto Civil engineering Koshinetsu Stock transfer

54 Civil engineering Hokkaido, Tohoku Civil engineering Hokkaido, Tohoku Stock transfer

55 Civil engineering Kansai Real estate buying and selling Kansai Stock transfer

Number of deals closed for 3Q(Oct.-Dec.) 2/4 (cont'd from previous page)

(cont'd on next page)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 15

Sellers BuyersTransaction scheme

Business details Area Business details Area

56 Pavement construction Kanto Specialty contractor Kanto Stock transfer

57 Builder Overseas Truck logistics Kanto third-party allotment

58 Housing construction Kansai Housing construction Kansai Stock transfer

59 Builder Kanto Builder Kanto Stock transfer

60 Builder Chugoku, Shikoku Builder Chugoku, Shikoku Stock transfer

61 Specialty contractor Hokkaido, Tohoku Specialty contractor Kanto Stock transfer

62 Interior carpentry Hokkaido, Tohoku Real estate rental Hokkaido, Tohoku Stock transfer

63 Specialty contractor Hokkaido, Tohoku Truck logistics Hokkaido, Tohoku Stock transfer

64 Telecommunication work Koshinetsu Retail of electrical machinery and equipment Tokai, Hokuriku Stock transfer

65 Plumbing Kanto Industrial machinery and equipment production Kanto Stock transfer

66 Installation work Tokai, Hokuriku Livingware wholesale Kansai Stock transfer

67 Food production Hokkaido, Tohoku Food production Hokkaido, Tohoku Stock transfer

68 Paper products manufacturing Overseas Paper processing goods wholesale Tokai, Hokuriku Stock transfer

69 Printing Tokai, Hokuriku Truck logistics Kanto Stock transfer

70 Printing Kanto Paper products manufacturing Tokai, Hokuriku Stock transfer

71 Plastics, rubber production Hokkaido, Tohoku Livingware manufacturing Kanto Stock transfer

72 Metal processing Kanto Metal processing Kanto Stock transfer

73 Machinery parts manufacturing Kyushu, Okinawa Fund Kanto Stock transfer

74 Industrial machinery manufacturing Kanto Commissioned software development Kanto Stock transfer

75Electrical machinery and equipment

productionKansai Fiber and textile manufacturing Kansai Stock transfer

76Electrical machinery and equipment

productionKanto Industrial machinery and equipment production Kanto Stock transfer

77 Livingware manufacturing Tokai, Hokuriku Livingware wholesale Tokai, Hokuriku Stock transfer

78 Commissioned software development Kanto Information providing service Kyushu, Okinawa Stock transfer

79 Commissioned software development Kanto Commissioned software development Kansai Stock transfer

80 Commissioned software development Tokai, Hokuriku Worker dispatching Tokai, Hokuriku Stock transfer

81 Taxi company Kansai Taxi company Kansai Stock transfer

82 Mail order Kanto Web marketing Kanto Stock transfer

83 EC Hokkaido, Tohoku Wholesale of machinery and equipment Kanto Stock transfer

84 Grocery wholesale Chugoku, Shikoku Building maintenance Kanto Stock transfer

85 Chemical products wholesale Kansai Upholstery and building material wholesale Tokai, Hokuriku Stock transfer

Number of deals closed for 3Q(Oct.-Dec.) 3/4 (cont'd from previous page)

(cont'd on next page)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 16

Sellers Buyers Transaction

schemeBusiness details Area Business details Area

86 Business oriented machinery wholesale Tokai, Hokuriku leasing industry Tokai, Hokuriku Stock transfer

87 Medical wholesale Tokai, Hokuriku Livingware wholesale Tokai, Hokuriku Stock transfer

88 Livingware wholesale Kanto Livingware wholesale Kansai Stock transfer

89 Everyday sundries wholesale Koshinetsu Livingware wholesale Kansai Stock transfer

90 Grocery retail Kyushu, Okinawa Grocery retail Kyushu, Okinawa Stock transfer

91 Grocery retail Kanto Builder Tokai, Hokuriku Stock transfer

92 Dispensing pharmacy Kanto Dispensing pharmacy Kanto Stock transfer

93 Dispensing pharmacy Hokkaido, Tohoku Dispensing pharmacy Kansai Stock transfer

94 Dispensing pharmacy Kansai Dispensing pharmacy Kansai Stock transfer

95 Dispensing pharmacy Kyushu, Okinawa Dispensing pharmacy Hokkaido, Tohoku Stock transfer

96 Dispensing pharmacy Kanto Dispensing pharmacy Kanto Stock transfer

97 Livingware retailing Chugoku, Shikoku Drugstore Kanto Stock transfer

98 Fuel retail Chugoku, Shikoku Fuel retail Chugoku, Shikoku Stock transfer

99 Credit guarantee services Kanto Information processing services Kanto Stock transfer

100 Sales promotion Kanto Sales promotion Kanto Stock transfer

101 Medical services Kanto Insurance Kanto Business transfer

102 Real estate survey Hokkaido, Tohoku Worker dispatching Kansai Stock transfer

103 Mechanical design industry Koshinetsu Electrical machinery and equipment production Tokai, Hokuriku Stock transfer

104 Ryokans and hotels Hokkaido, Tohoku Ryokans and hotels Kanto Stock transfer

105 Travel agency Kansai Travel agency Kanto Stock transfer

106 Living related and personal services Kanto Worker dispatching Kanto Stock transfer

107 Funerary Hokkaido, Tohoku Funerary Hokkaido, Tohoku Stock transfer

108 Hospital Kanto Hospital Chugoku, Shikoku Equity transfer

109 Hospital Kyushu, Okinawa Hospital Kyushu, Okinawa Equity transfer

110 Hospital Tokai, Hokuriku Hospital Kyushu, Okinawa Business transfer

111 Clinic Kanto Hospital Kanto Equity transfer

112 Medical services Kanto Grocery retail Kanto Stock transfer

113 Nursing care public welfare services Kanto Nursing care public welfare services Kanto Stock transfer

114 Industrial waste disposal Kansai Metallic material wholesale Chugoku, Shikoku Stock transfer

115 Worker dispatching Kanto Worker dispatching Tokai, Hokuriku Stock transfer

Number of deals closed for 3Q(Oct.-Dec.) 4/4 (cont'd from previous page)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 17

TOPICS (1)

Winning of business-related awards both

inside and outside the country

Forbes "Asia's 200 Best Under A Billion"

At Forbes Asia Forum and Awards Dinner on November 19, 2018

(PALACE HOTEL TOKYO)

(Left) Lawrence Ho, Melco Resorts Chairman and CEO

(Center) Yasuhiro Wakebayashi, Nihon M&A Center Chairman and Founder

(Right) Christopher Forbes, Forbes Media Vice Chairman

Keizaikai Awards "Business Person of the Year"

Award winners at the awarding ceremony for the 44th "Keizaikai Awards" and

"Discover Golden Eggs Project 2018" held on January 11, 2019 (Imperial Hotel)

(Front row, right) Yasuhiro Wakebayashi, Nihon M&A Center Chairman and Founder

Winners are selected from 24,000 companies in the Asia-Pacific

region with sales of 5 million to 1 billion dollars which has been in

business at least 1 year after becoming listed, based on their

growth in sales and profits over the past 12 months or over the past

3 years and their ROE levels over the past 5 years.

Chairman Wakebayashi was awarded the "Business Person of

the Year" for his outstanding achievements as a pioneer who

created an M&A market for small and medium enterprises in

Japan and established the necessary infrastructure.

17

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 18

TOPICS (2)

Promoting the development of project information from accounting firms

586

661671

727

853

550

600

650

700

750

800

850

900

End of December

2014

End of December

2015

End of December

2016

End of December

2017

End of December

2018

(Offices)

More middle consultants (M&A concierges) responsible for accounting firms will be appointed this year.

~There are 11 middle consultants as of the end of December.~

M&A concierges' mission related to

accounting firms:

1. Finding new alliance partners;

2. Strengthening the relationship with alliance

partners;

3. Promoting information development, etc.

* The partner accounting firms pay a monthly fee of 30,000 yen (tax

inclusive) to us and are very interested in M&A services.

Changes in the number of partner accounting firms

→ Strengthen relationship with alliance

partners and promote information

development in collaboration with front

consultants.

18

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 19

Started cooperating with Rakuten, Inc. in operations related to

Rakuten's business succession support service in January 2019.

Strengthen the ability to capture business succession needs.

Rakuten launched the "Rakuten Business Succession Assistance" to support its registered merchants in

securely passing over their businesses to the next generation.

Having approximately 46,000 registered merchants

Experience and know-how in closing a total

of 4,500 M&A deals

We provide total support for operations related to this service.

Example of the "Rakuten Business Succession Assistance" website to be operated by Rakuten

* This website is accessible only to Rakuten's registered merchants.

19

TOPICS (3)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 20

0

5000

10000

15000

20000

End of December

2017

End of March 2018

End of June 2018

End of September

2018

End of December

2018

TOPICS (4)"Batonz", the website of the online business succession matching service provided by our subsidiary &Biz Inc.

The number of registered users has exceeded 20,000.

14

36

68

108

174

0

20

40

60

80

100

120

140

160

180

200

2014 2015 2016 2017 2018

Top company in Japan in terms of both the number of users and the number of deals closed

* Certain changes have been made

to the method for summarizing

results since October.

Increased to 4.6 times

in just 1 year

The number of users

exceeding 20,000

&Biz Inc. became our subsidiary

&Biz renamed as Batonz

Changes in the number of registered users Changes in the cumulative number

of deals closed

20

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 21

TOPICS (5)

Group companies are doing well in terms of funds and financing.

Japan Private Equity (JPE) was

appointed an unlimited liability partner

for business succession support funds

publicly sought by Tokyo, and set up a

fund.

J-FUN's fund has increased to

approximately 10 billion yen.

Business Succession Support Funds (two funds)

have got new investments of 6.5 billion yen.

Investment by Tokyo accounts for 2.5 billion yen

of this amount, which was poured into one of

these funds.

Additional investments were made by more than

10 local banks.

The fund, which was initially 4.5 billion yen, has

increased to about 10 billion yen in 1 year of

starting up the company.

As a result, a total amount of 10 funds run by

JPE, reached 26.3 billion yen.

21

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 22

TOPICS (6)

Investment into the third project from the growth strategy fund managed by J-FUN

Investment to manufacturers of construction machinery-related parts

Reinforcing business infrastructure

The strength of this company lies in its capability to undertake the entire

process ranging from product development, manufacture, sales, to

mounting of products to vehicles and its ability to respond to orders for any

products, including those to be used on special vehicles or specific models,

in large quantities and at short notice.

[Third investment project] Art Japan Co., Ltd.

Head office: Miyazaki City, Miyazaki Prefecture Sales: 1.1 billion yen

Grouping multiple businesses to

enhance product development

capability, raw material procurement

capability, and productivity<Manufacture of rubber pads for construction machinery,

which are used to protect road surfaces>

22

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 23

TOPICS (7)It became evident that the circumstances surrounding the shutdown, closing, and

liquidation of companies are more serious than suggested by previous data.

TOKYO SHOKO RESEARCH (TSR) collected more accurate data on the number of "companies shut down, closed, or liquidated"during the previous years.

~In 2017, according to the previous data, the number of "companies shut down, closed, or liquidated" (28,142) was 3.3 times the number of bankruptcies (8,405), whereas according to the new data, the number of "companies shut down, closed,

or liquidated" (40,909) was 4.9 times the number of bankruptcies.~

While the number of bankruptcies continues to fall, the number of companies shut down, closed, or liquidated in 2018 increased to 5.6 time the number of bankruptcies. Companies shut down, closed, or liquidated often have good financial standing and can

greatly benefit from M&A.

"Survey of the number of companies shut down, closed, or liquidated" published by TSRComparison of the number of companies shut down, closed, or liquidated between previous and new data

Previous data New data

2013 29,047 34,800

2014 27,167 33,475

2015 27,341 37,548

2016 29,583 41,162

2017 28,142 40,909

2018 - 46,724

(Published by TSR on January 21, 2019)

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

13年 14年 15年 16年 17年 18年

休廃業・解散 倒産 Year

Number of companies shut down, closed, or liquidated

Compared to the previous

year

Number of bankruptcies

Compared to the previous

year

2013 34,800 13.68% 10,855 ▲10.47%

2014 33,475 ▲3.81% 9,731 ▲10.35%

2015 37,548 12.17% 8,812 ▲9.44%

2016 41,162 9.63% 8,446 ▲4.15%

2017 40,909 ▲0.61% 8,405 ▲0.49%

2018 46,724 14.21% 8,235 ▲2.02%

Annual changes in the number of companies shut down, closed, liquidated, or going bankrupt

(No. of companies)(Unit: Number of companies)

Survey of the number of companies shut down, closed, or liquidated in 2018

* Previous data is derived from the survey of the number of

companies shut down, closed, or liquidated in 2017

(published on January 15, 2018)

232013 2014 2015 2016 2017 2018

◼ Shutdown, closed, or liquidated ◼ Bankrupt

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 24

8.00

9.75

13.5

17.00

22.00

4.004.75

6.75

8.50

11.00

¥0.00

¥5.00

¥10.00

¥15.00

¥20.00

¥25.00

2015/3期 2016/3期 2017/3期 2018/3期 2019/3期

(予想)

中間配当実績

期末配当実績

当初年間配当予想

当初中間配当予想

(Original) forecasts Results Actual

consoli

dated

payout

ratioAmount

Dividend

breakdownAmount

Dividend

breakdown

FY 2018

(forecast)22.00 yen

11.00 yen

11.00 yen- yen

11.00 yen

-- %

FY 2017 17.00 yen8.50 yen

8.50 yen20.50 yen

8.50 yen

12.00 yen40.3%

FY 2016 13.50 yen6.75 yen

6.75 yen15.50 yen

6.75 yen

8.75 yen40.2%

FY 2015 9.75 yen4.75 yen

5.00 yen12.25 yen

4.75 yen

7.50 yen40.5%

FY 2014 8.00 yen4.00 yen

4.00 yen8.75 yen

4.00 yen

4.75 yen35.4%

Consolidated payout ratio of 40%,

FY2018 is also anticipated an increase

8.75

12.25

15.50

20.50

Dividends

Trends in dividend per share(After taking into consideration the two-for-one share split dated Oct.1, 2016 and Apr. 1, 2018.)

Interim

FYE

Interim

FYE

Interim

FYE

Interim

FYE

Interim

FYE

Interim

FYE

Interim

FYE

Interim

FYE

Interim

FYE

Interim

FYE

Unit: yen Actual annual dividends

Actual FYE dividends

Actual interim dividends

Original forecasts for annual dividends

Original forecasts for interim dividends

FY2014 FY2015 FY2016 FY2017 FY2018

(forecast)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 25

Shareholders

September 30, 2018

Trend of distribution by category of shareholder:

The percentage held by foreigners stands at about 45%

(うち 信託・生保24%)

株主数;14,560名、発行済株式総数;81,900,600株

自己株式, 2%

個人, 25%

金融機関,

25%

外国法人等,

45%

金融商品取

引業者, 1%

その他の法人等,

2%

treasury shares,

2%

Individuals,

25%

(Of those, trust banks and life insurance about 25%)

Financial

Institutions,

25%

Foreign

Corporations,

45%

Financial

Instruments

Dealers, 1%

Other Corporations,

2%

Number of shareholders:18,929; Number of shares issued:163,855,200

March 31, 2018

(うち 信託・生保24%)

株主数;14,560名、発行済株式総数;81,900,600株

自己株式, 2%

個人, 25%

金融機関,

25%

外国法人等,

45%

金融商品取

引業者, 1%

その他の法人等,

2%

treasury shares,

2%

Individuals,

25%

(Of those, trust banks and life insurance 24%)

Financial

Institutions,

25%

Foreign

Corporations,

45%

Financial

Instruments

Dealers, 1%

Other Corporations,

2%

Number of shareholders:14,560; Number of shares issued:81,900,600

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 26

Appendix

Company Overview

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 27

Introduction

⚫The use of a unique M&A information network

⚫Over 330 professional M&A consultants standing by

⚫A database that has valuable information

accumulated over years

⚫ Aggravated business succession issues

⚫ Acceleration of industry reorganization

⚫ Wide-spread understanding of growth

strategies

⚫ Efficient collection of information on deals

⚫ Strong matching ability

⚫ Highest quality M&A process

Nihon M&A Center Inc. has established its overwhelming position

as a leading company that specializes in

"M&A between small- and medium-sized companies".

Enables long-term growth

Achieves high profitability

Contributes to vitalizing

local economy

M&A needs will intensify in the future.

There are also social needs for M&A from the

perspective of maintaining employment and

ensuring economic growth.*

External environment

*

* Ministry of Economy, Trade and Industry: Leaving the business succession issues unattended can force many companies out of business,

which can force nearly 6.5 million people to lose their jobs and lead to a GDP loss of approximately 22 trillion yen in the next decade.

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 28

(As of the end of Dec. 2018)Corporate Profile

Leading Company in M&A intermediary services

with the track record of over 4,500 deals closed cumulative.

Company name

Established

Business outline

Offices

Representatives

No. of employees(consolidated)

Market listings

Paid-in capital

Nihon M&A Center Inc.

April 1991

M&A support for SMEs

Chairman and Founder Yasuhiro WakebayashiPresident Suguru Miyake

Tokyo Stock Exchange1st section

¥1.3 billion

2127Stock code

Number of

shares issued

Breakdown of

employee numbers

Consultants 330

Professional staff 102

432(excluding 7 full-time directors)

163,855,200 shares

Tokyo Headquarters, Osaka Branch, Nagoya Branch, Fukuoka Sales Branch, Sapporo Sales Office,

Chugoku and Shikoku Office(Located in Hiroshima), Okinawa Office, Singapore OfficeOverseas Bases ; 1

Domestic Bases ; 7

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 29

Nihon M&A Center Inc. was established by prominent CPAs and taxaccountants nationwide. Accounting offices throughout the country wereorganized into a network of regional M&A centers. (853 regional M&Acenters as of the end-Dec. 2018)

We established a nationwide M&A workshop to expand our network with regionalbanks (99 tie-ups with regional banks as of the end-Dec. 2018). We also established a business alliance with Shinkin Central Bank, followed by similar alliances with its subsidiary Shinkin Capital and Shinkin banks throughout Japan (217 tie-ups with Shinkin banks as of the end-Dec. 2018).

-

Corporate History

April 1991

May 2000

October 2006

December 2007

Dividend payouts will continue as we have been operating

at a profit since the second FY after the establishment.

Companyestablished

Network ofregional financial

institutions

TSE Mothers

listing

Before

establishment

TSE 1st sectionlisting

Current Chairman and Founder Yasuhiro Wakebayashi and PresidentSuguru Miyake worked at Olivetti Japan selling computers to accountingfirms and regional financial institutions throughout Japan. The currentM&A network is based on the network cultivated at that time.

Shares were listed on the TSE Mothers Stock Exchange on October 10,2006. It was the first listing of a company in Japan specializing inintermediary M&A services for small- and medium-sized companies.

The company's stock was transferred from TSE Mothers to 1st Section on December 10,

2007 (a year and two months from the listing on the TSE Mothers, which is the fourth fastest

transfer), meaning the company became the first M&A intermediary firm to list on the TSE

1st Section.

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 30

Bu

ye

r

Se

ller

Nih

on

M&

A C

en

ter

Business Model Platform for M&A market

No.1 M&A info network

Accounting firmsRegional M&A centers 853 nationwide

Regional financial institutions316 nationwide

(90%of regional Banks and 80% of Shinkin Banks)

Securities firms, venture capital,

Fund , and consultancies

Direct information

Seminar, website, Direct Mail

No.1 M&A info network

Accounting firmsRegional M&A centers 853 nationwide

Securities firms, venture capital,

Fund , and consultancies

Direct information

Seminar, website, Direct Mail

Info

Info

Info

Info

Info

Info

Info

Info

Regional financial institutions316 nationwide

(90%of regional Banks and 80% of Shinkin Banks)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 31

Buyer

M&A Intermediary WorkflowSeller

Delivery, settlement, and disclosure

Individual consultation

Signing of advisory agreement

Business valuation

Executive summary preparation(name not disclosed)

Explanation of executive summary(name not disclosed)

Signing of confidentiality agreement

Explanation of executive summary(detailed, name disclosed)

Signing of advisory agreement

CEO interviews, company visits

Negotiation of conditions such as price

Signing of basic agreement

Due diligence

Negotiation of final terms

Signing of final agreement

Contingent fee

Retainer feeNih

on

M&

A C

en

ter

Contingent fee

Executive summary preparation(detailed, name disclosed)

Interim fee

Retainer fee

Material provision

Company analysis, industrial sector

research and the selection of

prospective buyers

Provision of detailed individual materials

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 32

Advantages of Nihon M&A Center

Unparalleled service quality, Not involved in price competition

Well-structured

development abilities

for transfer projects

◆ Large and strong connections with M&A information networks (financial organizations, accounting firms, etc.)

◆ Efficient direct marketing methods (Highly popular top-class seminars and utilization of online methods)

◆ Utilization of an our original M&A information database

◆ Matching procedure system by all of our consultants with the in-house competition

◆ Remarkably successful support and a pioneer in providing M&A assistance for SME (27 years of

experience and over 4,500 deals closed)

◆ Building relationships based on trust with our clients (With first section listings on the Tokyo Stock

Exchange, referrals, business results, large information resources, know-how, etc.)

◆ Fair process (Separating the consultants on the seller's side from the ones on the buyer's side, etc.)

Outstanding matching

capabilities

High

reliability

◆ In-house 30 qualified law, accounting, and tax professionals (Lawyers, judicial scriveners, CPA, and tax

accountants) Accumulating know-how inside the group and providing timely solutions in each M&A process.

◆ Providing all-encompassing solutions in order to respond to a wide variety of M&A related needs(Owning a group of highly specialized companies, capable of tackling cross-border projects, etc.)

◆ Consistent standardization of work processes and early acquisition of know-how program

related to M&A consulting services

Excellent M&A know-

how and

work quality

◆ Multi-faceted approach (alliance approach, direct approach, business field specialization approach)

◆ Organizational activities by more than 330 M&A specialists (industry’s largest number)

◆ Sales development with close connections to regional communities (Seven domestic offices and

cooperation with alliance partners)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 33

Online M&A matching services for small businessesreopened after renovation as “ Batonz ”.

aiming to respond efficiently to the needs of small-scale and micro

enterprises through a system utilizing the Internet.

The domestic markets we are targeting

In addition to SMEs, which are our specialty, we are also going to enhance our services for medium-sized and micro enterprises.

Micro-cap (small businesses with annual sales of

less than 100mn yen)

Small-cap(SME with annual sales of

100mn to 2bn yen)

Mega

Mid-cap(medium-sized

enterprises)

(2) PMI support

In April 2018, we established a new subsidiary that specializes

in PMI consulting services called "Japan Collaborative Growth

Partners" to support integration after closing deals.

Accounting and organizational fusion professionals provide

assistance after a deal is closed.

(1)Support for project development

for mid-cap casesCPAs, etc, specializing in mid-cap cases handle

the deals in project development and execution.

We want to strengthen our ability to make M&A

proposals for medium-sized enterprises.

(2) Strategies Management Division

The goal of this division is to find potential

clients through a direct approach by contacting

corporations,funds, and similar organizations

directly or by using direct marketing methods.

Introducing a three-division system to improve our case coverage rate through a multi-faceted approach

(3) Business Field Specialization DivisionThis division uses a consulting approach based on expert knowledge in specific business

fields, including healthcare, pharmaceuticals, and other medical fields, IT, construction,

food production, manufacturing, and logistics.

(1) Alliance Management DivisionThe goal of this division is to find potential clients

by utilizing referrals from our information network,

which mostly focuses on accounting offices and

financial institutions.

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 34

Business Succession ・

growth strategy consulting

Market research

Start ofDeal

project

Business Valuation

Matching・

Summit Meeting

Negotiation・Deal closed

PMI

Nihon M&A Center

Fund

M&A

support

services

Private equity fund

investment for business

succession support

Business succession

and asset utilization

consulting services

Corporate evaluation

for M&A

PMI consulting services

Market research

Private equity fund investment for growth

strategy support

Internet

matching

Established in January 2018

Becoming an Integrated M&A Company

A highly specialized group of companies with a high work process quality

&Biz Inc.Internet matching service for small

businesses (Run a “ Batonz ” site)

Established in April 2018

Corporate Value Laboratory Inc.

Business Succession

Navigator Inc.

Yano Research

Institute Ltd.

(joint venture with

Kyodo News Group)

Full M&A support services

(joint venture with Aoyama

Zaisan Networks)

Japan Private Equity Co., Ltd.

Japan Investment Fund Inc.

(joint venture

with Development Bank of Japan)

Established in April 2018

Japan

Collaborative

Growth Partners

Inc.

(joint venture

with Development Bank of Japan)

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 35

Japan Private Equity Co., Ltd.(Operate MBO Funds)

Stra

tegic

Mark

etin

gD

ept.

※Digital Marketing Dept. were newly established in Mar, 2018

Overview of the Organization System

Corporate Value Laboratory Inc. (Corporate evaluation experts)

Business Succession Navigator Inc.(Integrated Support for Business Succession)

&Biz Inc. (Planning and Management of Matching Sites)

Yano Research Institute Ltd.(Market Research)

Japan Collaborative Growth Partners Inc.(Specialized in PMI Support)

Japan Investment Fund Inc.(Operate PE Funds)

Board of Directors

President

Sales Headquarters

Board of Executive Officers

Audit and OtherCommittees

Business Field Specialization Division

Office of the

PresidentGeneral Planning

Headquarters

Sale

s S

upport D

ept.

Sale

s P

lannin

g D

ept.

Data

Mark

etin

gD

ept.

Project Support

Division

Western Japan

Divison

Managem

ent / b

enchm

ark

/ C

orp

ora

te / s

trate

gy /

IR / lia

ison o

fficers

/S

ecre

tarie

s

Mark

etin

g / S

em

inar

/ PR

//W

eb / C

S

Educatio

n/ tra

inin

g /

Managem

ent o

f M&

A -re

levant

qualific

atio

ns / S

up

port fo

r busin

ess s

uccessio

n

Develo

pm

ent o

f in

form

atio

n o

n

accountin

g o

ffices

Develo

pm

ent o

f in

form

atio

n o

n

financia

l institu

tions

Searc

h fo

r pote

ntia

l buyers

Serv

ice fo

r liste

d

com

panie

s

Specia

lizin

g in

industrie

s

whic

h a

re fa

ced w

ith

larg

e-s

cale

realig

nm

ent

Fu

nd / M

id-c

ap

Overs

eas M

&A

Medic

al c

are

and

nurs

ing c

are

CP

As / T

ax a

ccounta

nts

Support b

y m

id-c

ap

specia

lized C

PA

s

Dire

ct m

ark

etin

g

Work

quality

im

pro

vem

ent

Hum

an R

esourc

es

& G

enera

l Affa

irs D

ept.

Accountin

g D

ept.

Data

analy

sis

Medic

al N

urs

ing C

are

S

up

port C

hannel

Corp

ora

te S

trate

gic

C

ha

nn

el

Corp

ora

te A

dvis

or

Offic

e

Offic

e o

f the E

xecutiv

e

Mark

et R

eorg

aniz

atio

n

Channel

Pro

ject M

anagem

ent

Offic

e

Fin

ancia

l Channel

Accountin

g O

ffice

Channel

Dire

ct M

ark

etin

g

Channel

Corp

ora

te C

hannel

Mid

-cap S

upport

Offic

e

Overs

eas M

&A

Support

Offic

e

Gro

wth

Stra

tegy

offic

e

Matc

hin

g M

anagem

ent

Offic

e

Pro

pu

lsio

n o

f Gro

wth

Stra

tegy

Stre

ngth

en M

atc

hin

g

Administration Headquarters

Alliance Management

Division

Internal Audit Office

Chairman and Founder

Strategies Management

Division

General Shareholders Meeting

= Newly established in April, 2018

Dig

ital M

ark

etin

g

Page 37: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 36

Human Resource Development (Off-the-Job Training)

First one-month training Junior SeniorManager (section to general managers)

Kn

ow

led

ge/s

kills

Sale

s

cap

ab

ilities

Send qualified members to short programs in Lee Kuan Yew School of Public Policy

English conversation skill

Overseas visit (for high performers)

Training for next-generation leaders

Role-playing activities

Sales training by our executives

For selected membersFor all members For any who decides to takeThe Official Business Skill Test in Bookkeeping

(2nd Grade)

Better understanding of our company / Corporate

philosophy presentation by Founder

Valuation of businesses

M&A proposal package preparation

Financial support for acquisition of qualifications, such as Certified Public Tax Accountant, Certified Public Accountant, Labor and Social Security Attorney, Registered Management Consultant, and bookkeeping exams

Finance and cash flow analysis

Business succession and M&A expert exams

M&A workflow

M&A study by industry (anytime)

Training for managers (external training or internal training by our executives)

Send qualified members to the Ritsumeikan University's Saionji-juku global leader course

Coaching (external training)

Training on M&A special schemes

Training on M&A related law and tax revisions

Sales know-how transfer

Rookie (first year)

Training camp with executivesMeeting with executives

3KM (Kojin-individual, Katei-home, and Kaisha-company) (Mark, Management, and Motivation) training

Matching

Dale Carnegie Course (external training)

Deal database usage training

Management strategy presentation / Company-wide training

Training for presenters and lecturers

Man

ag

em

en

t cap

ab

ilities

Preliminary training for managers (external training)

Training for leaders

Case studies of success & failure

Use the database to carefully monitor the performance of newcomers

for their 1st and 2nd service years

Newcomer performance records (for the 1st and 2nd service years)

Glo

ba

l c

om

pe

ten

cy

Oth

er

Compliance training, training on information security systems

Second year follow-up training

Basic practical business courses:Business registration, enterprise management, banking, real estate operation, legal/tax/labor matter practices, basic manufacturing,

and in-house operation

Page 38: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 37

・Business alliance with Shinkin Central Bank (Shinkin capital)・Joint project development with Shinkin capital

・ Events for information exchange (“Shinkin

Family workshop”)

・Award system・Seminar support for customers

・M&A senior expert training school

・Seconded employees accepted

・M&A News issued

・Dispatching seconded staffs for support

・Enlightenment on the M&A among managers and general

managers at head office

・Training for branch managers

・Distribution of posters and pamphlets, DVD

・Seminars for clients

・Regular events to exchange information

・Award system

・M&A senior expert training school

・Issue of M&A News

・Membership for Merger and Acquisition Association

of Japan system

Regular meeting (domestic and international)

Workshop for M&A and accounting firm management

M&A News, letterzine issued

Seminars support for clients

Distribution of posters and pamphlets

・M&A concierge system

・Seconded employees accepted

・M&A senior expert training school

・All-Japan M&A workshop meetings for regional

banks

・Bank of the Year Award system・Branch manager training・Seminar support for customers

・M&A senior expert training school

・E-mail about projects sent every month

・300 staffs (cumulative) have seconded to us

・Dispatching seconded staffs for support・Issue of M&A News

Initiatives to Revitalize the Information Network853 Regional M&A centers

Tie

-up

s w

ith

99

(am

on

g a

to

tal

of

10

4b

an

ks

in

op

era

tio

n)

Tie

-up

s w

ith

217

(am

on

g a

to

tal

of

261

Sh

inkin

Ban

ks i

n o

pera

tio

n)

Nihon M&A Center

All business alliance numbers are as of End-Dec, 2018.

Page 39: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 38

CSROur commitments to friendly M&A contribute to the sustainable growth of society by

reinforcing business infrastructure and creating and preserving jobs

Contribution to society by promoting

friendly M&A

We are committed to helping companies facing challenges,

such as the absence of a successor, by promoting strategic

M&A, which can create and preserve jobs.

2. Current benefits from avoided economic losses

and employment inducement

3. Future benefits from avoided economic losses

Economic losses avoided by our M&A intermediary

(Source: Yano Research Institute Ltd.)

Period: FY 2017

The number of sellers of deals supported by us: 329

Total sales of the sellers: 248.7 billion yen

1. Basic information

Current benefits from avoided economic losses:

273.1 billion yen

Employment inducement: 24,589 persons

10-year benefits from avoided economic losses:

2,172.7 billion yen

CSR policies at Nihon M&A Center: https://www.nihon-ma.co.jp/corporate/csr.html

Overview of the CSR policies with our Group

"Continuously improving our corporate value"

“Contributing to sustainable social development"

Clients

Partners

Shareholders

Regional communities

EmployeesGlobal

environment

Enhancing the social contributions of our business

operations through activities that involve corporate citizens

Social issues

Business

activities

Activities with

corporate citizens

Creating

value

Providing solutions to social issues

through business activities

Developing business

operations to solve

social issues

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(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 39

0

5

10

15

20

25

30歳~ 45歳~ 60歳~ 75歳

(10 thousand

people)

40’s 60’s 75 years old

1995

2000

2005

The peak changed from 47 to

66 years old in 20 years.

2010

2015

30's

(FYI)

Distribution of the Ages of owners & Changes in the Average Age of Retirement

The peak in the age distribution of SME owners became 66 years old (Fig.1),

which is close to the average age of retirement (Fig.2).

Fig.2 Changes in the owner's average age of retirement

The source: Session for revitalization plans focusing on succession of a

business (1st session) by Small and Medium Enterprise Agency

Small enterprises

Medium enterprises

Age

More than 30 years ago

20-30 years ago

10-19 years ago

5-9 years ago

0-4 years ago

Timing of succession

Fig.1 Age distribution of SME owners (by generation)

Page 41: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 40

(FYI) Rapid Increase of Succession by Non - relatives

The ratio of succession by non-relatives increased to over 65%

26.7%

45.5%

57.0%

66.9%

73.0%

75.5%

82.5%

83.5%

7.6%

9.5%

14.5%

9.3%

12.4%

9.6%

7.4%

9.2%

26.4%

24.4%

17.6%

12.1%

9.1%

11.7%

6.5%

3.7%

39.3%

20.6%

10.9%

11.7%

5.5%

3.2%

3.7%

3.7%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

0年以上5年未満

5年以上10年未満

10年以上15年未満

15年以上20年未満

20年以上25年未満

25年以上30年未満

30年以上35年未満

35年以上40年未満

息子・娘 息子・娘以外の親族 親族以外の役員・従業員 社外の第三者Children Directors/employees not relatives

35 - nmt 40 years

30 - nmt 35 years

25 – nmt 30 years

20 –nmt 25 years

10 – nmt 15 years

5 – nmt 10 years

0 – nmt 5 years

Relationship between the current and previous president by term of office

Relatives Non-relatives

65.7%

The source: Session for revitalization plans focusing on succession of a

business (1st session) by Small and Medium Enterprise Agency

Relatives not children

Outsiders

15 – nmt 20 years

Page 42: Results of Operations for the Third Quarter of the …3Q total 10,829 Full year 11,670 Full year 12,500 4Q 3Q 2Q 1Q (Unit: ¥mn) FY2013 FY 2014 FY 2015 FY2016 FY2017 FY2018 3Q total

(c) Nihon M&A Center Inc.https://www.nihon-ma.co.jp/ 41

Finally

I. Management principles◆ Management principles Contribute to the continuation and growth of companies

through the M&A business

◆ Company goal Focus on strict compliance and corporate social responsibility

II. Purpose of listing◆ M&As are a public institution Increase social trust and create an M&A market platform

◆ Human resources and funds Acquire talented staff and strengthen main and related businesses

III. To investors◆ Increase corporate value We aim to increase corporate value through high

profitability and growth

◆ Return profits to shareholders Increases in corporate value and stable growth in the payout ratio

IR contact

Kazuhiro Iino

Senior Corporate Officer

Contact: https://www.nihon-ma.co.jp/action/contact/

IR page URL: https://www.nihon-ma.co.jp/ir/