1. Functions of and motive for the Third-Social gathering Allotment

The Kadokawa Group advocates a “international media combine with know-how” as its elementary technique that mixes the steady creation of mental property (IP) consisting of a spread of portfolio content material mainly within the Publication, Video, Recreation, Net Service, and Training companies in addition to the rollout of this IP on a world scale via the prolonged use of know-how, looking for to realize sustained development and improve company worth from medium- to long run views. FromSoftware is driving the Recreation Enterprise because it has regularly been creating world-well-known works, reminiscent of Sekiro: Shadows Die Twice and Elden Ring, leveraging its superior recreation IP growth power. With an eye fixed on additional growth of the Recreation Enterprise, the Group acknowledges the enhancement of capabilities for the creation, growth and deployment of recreation IP as one of the Group’s highest priorities. In step with this coverage, the Firm has determined to have FromSoftware implement fund procurement by approach of a Third-Social gathering Allotment to Sixjoy and SIE, the scheduled allottees, for the explanations outlined beneath.

Tencent acquired capital in Guangzhou Tianwen Kadokawa Animation and Comics Co., Ltd., a consolidated subsidiary of the Firm, in 2016, and the 2 corporations have been collectively selling their media combine technique focusing on the Chinese language market. As well as, the Firm, Sixjoy and Tencent Japan entered right into a capital and enterprise alliance settlement as of October 2021 to strengthen their strategic alliance within the anime and recreation fields. Tencent and its subsidiaries and associates (hereinafter, the “Tencent Group”) are a world Web group that gives communication, social, gaming, digital content material, promoting, fintech and cloud companies, and operates the main communication and social platform within the Web trade in China.

Sony and its subsidiaries (hereinafter the “Sony Group”) and the Firm have developed a collaborative enterprise relationship throughout a variety of areas associated to the Sony Group’s international Direct-to-Client (DTC) enterprise operations, branded {hardware} enterprise and video games enterprise. In February 2021, the Firm performed a 3rd-celebration allotment with Sony because the allottee with the purpose of strengthening its relationship with the Sony Group over the long run, and creating new IP of the Firm and maximizing the utilization of its present IP in anime and recreation fields.

Via the implementation of the fund procurement, FromSoftware will purpose to proactively spend money on growth of extra highly effective recreation IP for itself to strengthen FromSoftware’s growth capabilities and will search to determine a framework that enables the growth of the scope of its personal publishing within the considerably rising international market. Along with these functions, for a rise of the quantity of customers within the international marketplace for recreation IP that FromSoftware creates and develops, FromSoftware determined to conduct the Third-Social gathering Allotment to Sixjoy throughout the Tencent Group, which has power in its capabilities to develop and deploy cell video games and different community applied sciences within the international market together with China, and SIE throughout the Sony Group, which has power in its capabilities to deploy IP in video games, movies and numerous different media within the international market, concurrently and individually.

2. Define of Third-celebration Allotment

• Cost Interval: From September 7, 2022 to September 12, 2022
• Quantity of New Shares to Be Issued: 3,179 shares of widespread inventory
• Issuance Worth: 11,450,000 yen per share
• Capital to Be Acquired: 36,399,550,000 yen
• Technique of Subscription or Allotment (Scheduled Subscriber): By approach of a 3rd-celebration allotment (Sixjoy 1,703 shares, SIE 1,476 shares)
• Shareholding Ratio After Issuance:
  • Kadokawa Company: 69.66%
  • Sixjoy Hong Kong Restricted: 16.25%
  • Sony Interactive Entertainment Inc.: 14.09%

(Word) Cost associated to the Third-Social gathering Allotment, which is predicted to be made on September 7, 2022, could happen on one other day in the course of the above fee interval resulting from procedures required for worldwide remittance, amongst different elements.

3. Use of the Capital (Whole Paid-In Capital: 36,399,550,000 yen)

• Particular Use of Funds:
  • For strengthening FromSoftware’s capabilities to create and develop recreation IP.
  • For establishing a framework that enables growth of the scope of FromSoftware’s personal publishing within the international market.

4. Define of Subsidiary Topic to Capital Enhance

• • Title: FromSoftware, Inc.
  • Location: 2-26-2 Sasazuka, Shibuya-ku, Tokyo
  • Title / Title of Consultant: Hidetaka Miyazaki, Consultant Director and President
  • Enterprise Contents:
    • Planning, growth, gross sales concerning recreation software program.
    • Planning and growth of web content material.
  • Capital: 268,500,000 yen

• Date of Institution: November 1, 1986
• Main Shareholders and Their Shareholding Ratios:
• Relationship between the listed firm and the related firm:
  • Capital relationships The Firm holds 100% of the excellent shares of the corporate.
  • Personnel relationships Two officers of the Firm are seconded to the related firm.
  • Enterprise relationships The Firm and the related firm have enterprise transactions.

5. Define of Scheduled Subscribers

• Title: Sixjoy Hong Kong Restricted
• Location: 29/F., Three Pacific Place, No. 1 Queen’s Street East, Wanchai, Hong Kong
• Title / Title of Consultant: Wang Zheng, Director; Ai Ximin, Director; Byun Jung-gained Elizabeth, Director; and Tse Cheuk Yin Tiffany, Director
• Enterprise Contents: Licensing and publishing of cell video games.
• Capital: 1,000 Hong Kong {dollars}
• Date of Institution: February 28, 2011
• Main Shareholders and Their Shareholding Ratios:
  • Tencent Holdings Restricted:
• Relationship Between the Listed Firm and the Related Firm:
  • Capital Relationships:
    • The related firm is a holder of 9,724,400 shares (ratio of possession voting rights: 6.86%) of the Firm’s inventory (Word 1).
  • Personnel Relationships:
  • Enterprise Relationships:
    • The Firm and the Tencent Group have maintained a strategic partnership within the publishing enterprise via a three way partnership firm in Guangzhou, China since 2016. As well as, the Firm, Tencent Japan, and the allottee Sixjoy entered right into a enterprise alliance settlement as of October 29, 2021 to strengthen their strategic alliance within the animation enterprise.

(Word 1): This merchandise relies on the massive shareholder report submitted by Sixjoy on November 16, 2021.

(Word 2): Within the share subscription settlement that the Firm and FromSoftware entered into with Sixjoy the Firm and FromSoftware have acquired a illustration and guarantee from Sixjoy that it isn’t an delinquent power and it has no relationships with delinquent forces. The Firm additionally commissioned JP Analysis & Consulting, Inc.

(Tackle: 3-7-12 Toranomon, Minato-ku, Tokyo; Consultant: Keisuke Furuno, Consultant Director), an unbiased analysis group, to conduct an investigation. The report they produced states that there are not any details that point out Sixjoy is concerned with delinquent forces. Primarily based on the above, the Firm decided that Sixjoy, Tencent, their officers and main shareholders haven’t any relationships with delinquent forces.

• Title: Sony Interactive Entertainment Inc.
• Location: 1-7-1, Konan, Minato-ku, Tokyo
• Title / Title of Consultant: Jim Ryan, Consultant Director and President
• Enterprise Contents:
  • Planning, growth, and gross sales of {hardware}, software program, content material, and community companies for PlayStation.
  • Planning, growth, and gross sales of “toio,” software program, and content material.
• Capital: 110,000,000 yen
• Date of Institution: April 1, 2010
• Main Shareholders and Their Shareholding Ratios:
• Relationship Between the Listed Firm and the Related Firm:
  • Capital Relationships:
    • Sony, the dad or mum of the related firm, is a holder of 2,844,950 shares (ratio of possession voting rights: 2.01%) of the Firm’s inventory (as of the tip of March 2022).
  • Personnel Relationships:
  • Enterprise Relationships:
    • The Firm engages in transactions such because the sale and buy of completed merchandise and companies with Sony and its affiliated corporations.

(Word) Within the share subscription settlement entered into with SIE, the Firm and FromSoftware acquired a illustration and guarantee from SIE that it and its officers should not an delinquent power and they haven’t any relationships with delinquent forces in reference to the share subscription settlement. Sony, the dad or mum firm of SIE, is listed on the Tokyo Inventory Trade. By confirming its primary stance for the elimination of delinquent forces and institution of related methods therefor, which have been known as issues in regards to the inside management methods within the Company Governance Report that Sony submitted to the Tokyo Inventory Trade, Inc. on July 5, 2022 the Firm decided that Sony and its officers had no connection in any way with delinquent forces.

6. Schedule for the Third-Social gathering Allotment

• Decision of the Board of Administrators and Normal Shareholder Assembly of FromSoftware: August 31, 2022
• Date of Share Subscription Settlement Concerning the Third-Social gathering Allotment: August 31, 2022
• Cost Interval: From September 7, 2022 to September 12, 2022

(Word) Cost for this third-celebration allotment is scheduled to be made on September 7, 2022.

7. Future Outlook

The Firm believes that the Third-Social gathering Allotment will contribute to the medium- to lengthy-time period enchancment of the Group’s company worth, whereas the influence of the Third-Social gathering Allotment on the Firm’s consolidated monetary outcomes for the fiscal 12 months ending March 31, 2023 is predicted, on the time of this report, to be minor. When there’s a want for the disclosure of info, the Firm will promptly present the knowledge.