Tender offer for the Company's common shares conducted as part of a management buyout (MBO) by R1 K.K. ( “Tender Offer”), a company whose equity is indirectly owned by The Goldman Sachs Group, Inc. and its group, which are partners selected by Yo Nagami, Representative Director, President and Group CEO, and Yasukane Matsumoto, Chairman of the Board of Directors Tender Offer Price: JPY1,710 per share, 36.8％ premium to December 10 close Premium vs. share prices of past 1 month: 43.9% / 3 months: 48.6% / 6 months: 42.9% Details of Resolution (December 11, 2025) Future Schedule (Planned) ◼ Express an opinion endorsing the Tender Offer ◼ Recommend that the Company's shareholders tender their shares in the Tender Offer ◼ Leave the decision to holders of stock acquisition rights as to whether or not to tender in the Tender Offer ◼ Revision of fiscal year-end dividend forecast (No dividend, provided MBO is achieved) The Board of Directors resolved to endorse the Tender Offer and recommend that shareholders tender their shares in the Tender Offer ◼ Tender Offer Period • From December 12, 2025 to February 4, 2026 (33 business days) ◼ Extraordinary General Meeting of Shareholders after the Tender Offer • April 2026
idle production equipment and other resources held by suppliers across various industries nationwide, we can provide high-quality customized products and marketing services at low prices ◼ Delivering Value through Software: We provide one-stop web-based solutions for software handling print design and customer management, along with customer acquisition support services like newspaper inserts and direct mail distribution, delivering unparalleled convenience ◼ Through the above, we have an unusually high gross profit margin and sticky revenue in the e-commerce sector User Procurement M arketing Fin ance Supplier Approximately 400 companies Partner Companies Individual Sole Proprietors RAKSUL ID 1,910k SMEs RAKSUL ID 1,310k Large enterprise RAKSUL ID 90k RAKSUL FACTORY Order Payment Order Payment Delivery Software Service Money RAKSUL Group
+40.5% +31.7% +39.8% 26.1% +20.2% Track Record of Quality Growth (2) ◼ Our gross profit is similar in nature to net revenue of general software companies ◼ The combination of high growth and improved margins leads to an increase in cash flow, which in turn creates the financial capacity for further investment in growth and M&A, creating a virtuous cycle of further growth FY2026 Cumulative FY2025 FY2024 FY2023 FY2022 FY2021 14.5% 16.7% 25.6% 26.5% 28.1% 28.1% Notes (1) Growth rate prior to FY2023 excludes Hacobell
supplier productivity, and cost reductions from improved supplier productivity generate additional investments into improved customer experience and product lineup, which again leads to further growth in customer and transaction volume ◼ The essence of strength in the business model lies in the autonomous growth of both demand and supply sides and the platform supporting it Autonomous Growth Model Mutually Beneficial for Both the Supply and Demand Sides Increase in users Supplier Productivity Improvement More Transactions Ecosystem Expansion • Organic development of new services • Service expansion through M&A Usability Improvement • Organic Development (e.g., Integration of ID and payment infrastructure, enhancement of search functionality) • Partnerships with external platforms (e.g., Collaboration with Adobe) Empowering users Empowering Suppliers QCD Improvement Co-creation of a Robust Supply Chain • Strengthening collaboration with existing suppliers • Expanding our new supplier base • M&A for partial vertical integration
printing EC company, but it has since expanded into custom EC areas other than printing, and has recently expanded into non-custom areas (product sales), continuously expanding its TAM 2024 2013 2015 2016 2017 2014 2018 2019 2020 2021 2022 2023 Cardboard & Packaging Apparel and Uniforms Printing Novelty Items Business Stamps Store supplies & packaging materials Printing EC Custom EC Non-Custom
and we are highly recognized (81% recognition) by SMEs. ◼ We have extremely strong user base, 1.3 million ID of those who work for SMEs. ◼ However given room for digital transformation there is plenty room for further penetration, with only 4% of the workforce as our userbase. Do you know Raksul? 81% Brand Recognition Survey Results(1) Do you see Raksul as supporting SMEs? 61% Would you like to purchase new products from Raksul that you have not purchased before? 65% Total number of companies & employees in Japan(1) Number of registered users of RAKSUL ID RAKSUL's coverage rate Notes (1) Source: As stated in the reference materials Our Edge #1 Highly Recognized by SMEs in Japan 3.36MMcompanies 33.1MM people 1.31MM people SMEs SMEs users 4.0% SMEs Large enterprises 10,000companies 14.3MM people users 0.6% 90K people Large enterprises Large enterprises
Our corporate user base, primarily comprised of SMEs, has seen steady growth in the number of services utilized per company, along with rising average revenue per customer. This has resulted in a consistently NRR exceeding 100% ◼ The business is in a state where the expansion of product and service categories drives platform growth Corporate sales driven by sustained growth of existing users and the influx of new users (in JPY MM) Average purchase per company increases annually alongside the number of services used 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 Revenue Trends by Year of User Registration for Corporate Users (Raksul + Danball One, All corporate users) Purchase Price per Unit and Number of Services Used per Corporate User (Raksul + Danball One, All corporate users, total of 9 services) Notes (1) Print e-commerce, direct mail, posting, novelty goods, apparel, business mall, enterprise, Danball One, and others (in JPY) 108,942 1.00 1.11 1.21 -0.10 0.10 0.30 0.50 0.70 0.90 1.10 1.30 0 20,000 40,000 60,000 80,000 100,000 120,000 140,000 Average purchase per company Average number of services used
Enterprises ◼ Revenue from mid-sized and large enterprises is the growth driver for the procurement platform business ◼ NRR is exceptionally high, and there remains significant room for further penetration within the companies 0 1,000 2,000 3,000 4,000 5,000 0 200 400 600 800 1,000 1,200 1,400 1,600 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q FY2022 FY2023 FY2024 FY2025 Revenue (left axis) Number of companies (right axis) Raksul Enterprise revenue and number of registered companies (in JPY MM) (number of companies) Average purchase amounts and NRR for enterprises with 500+ employees 539,777 1,006,623 109.8% 131.7% 0% 20% 40% 60% 80% 100% 120% 140% 0 200,000 400,000 600,000 800,000 1,000,000 1,200,000 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 Average purchase per company (large enterprises) NRR (large enterprises) (in JPY)
listed company, Since going public, we have expanded our target markets alongside our growing business scope ◼ Leveraging our position as No. 1 in Japan’s customized e-commerce sector centered on printing and our cash flow generation capabilities, we will advance into new domains and continue expanding our target markets Notes (1) Source: As stated in the reference materials Commercial and Office Printing Commercial and Office Printing 2.7 Offline Marketing TV Ads Offline Marketing Offline Marketing 0.6 Packaging Materials Packaging Materials 3.0 Promotional Items 1.5 Promotional Items TV Ads TV Ads 1.7 Stamps / Seals 0.1 Digital Advertising 3.6 Domestic SaaS 1.4 Bank Transfer 1.7 Loans 0.5 Corporate Card 0.2 Transaction 7.9Tn Software ＆ Marketing 6.7Tn Finance 2.5Tn Contracting for Internet Services Renting an Office Paying for Utilities (lit. Light and Fuel expenses) Expansion of the Target Market Examples of Huge Adjacent Markets with SME Demand Hiring Employees Buying goods on E-commerce 2018 (At IPO) 2022 2025 80Bn BtoB Internet Connection Services 4Tn Real Estate Brokerage 0.2Tn Payment Fees 10Tn Staffing, Recruiting Support 125Tn Domestic B2B E-commerce Commercial and Office Printing (in JPY) (in JPY)
Penetration ◼ Advancement of e-commerce offers significant potential for continued growth in our core printing market ◼ High growth is also expected in other B2B demand areas within the e- commerce-enabled markets Digitalization Rate of the Printing E-Commerce Market in Japan Printing E-Commerce In Japan No.1 E-commerce for Packaging Materials No.1 E-commerce for Business Stamps No.1 +30% +24% +12% +7% +5% JPY 2.7Tn Approx. JPY 160Bn Approx. 6% Japan （2018 Actual） Domestic Online Printing Market Domestic Business Stationery and Commercial Printing Market ~ 30% Germany Digital Market Expansion CAGR (over the past 5 years) Source: As listed in the reference materials Corporate Card Domestic B2B SaaS Digital Advertising Printing E-commerce B2B E-commerce
as we believe it is key to providing services that solve small business’ challenges comprehensively ◼ At the same time, tech investments will make synergies with acquired companies happen more smoothly ◼ User ID and payment integration have progressed well, and now our focus is on launching the financial platform within the year ◼ Expanding global partnership acceptance capabilities within the procurement portfolio Our Edge #3 Technology Platform Core Capabilities & Assets Domain Capabilities User Facing Services Procurement Platform Software & Marketing Platform Finance Platform (Under development) Novelties Store Supplies Business Supplies Apparel Hanko Offline Marketing Commercial Printing Packaging Cardboard Enterprise Solutions Procurement Capabilities Recommendation / DTP / Customer Support / Data Checking / Design / Coupon / Supply Chain Management / Inventory Management / Global Partnerships TV Advertising Digital Marketing Effectiveness Measurement Website Builder CRM Bank Accounts Payments Bill Management Pay Later Finance Domain Capabilities Transaction / Account Management / Embedded Fintech Core Capabilities Software Development / User Interface Optimization / Data Analysis / AI / Security / Enterprise Sales / Marketing Core Assets User ID / Payment and Transaction / Supply Chain Software & Marketing Domain Capabilities Marketing Spend Optimization / Media Buying / Creative Dashboard / Consulting & Reporting RAKSUL Technology Platform ・Integrating user IDs and payment infrastructure between Raksul and its group companies ・Cross-selling is expected to increase revenue and reduce settlement costs Current Focus
business, there are numerous attractive investment opportunities to solidify growth and competitive advantage. For the five-year capital allocation period starting in FY2024, we will be prioritizing investments that drive continuous M&A and business growth ◼ For FY2025, we executed investments and shareholder returns using cash flow accumulated from our robust business operations as the source ◼ Two years have passed within the five-year plan period, and both cash generation (approximately JPY 20.4 Bn) and investments (approximately JPY 15.9 Bn) are making good progress Cash In Cash Out Cash Flow from Business JPY 25Bn+ Future Borrowings approx. JPY 15Bn Growth Investments JPY 17.5Bn - 40.0Bn CB Redemption approx. JPY 5.0Bn Borrowings already made JPY 12.7Bn Capital Allocation Cumulative Total for FY2024 - FY2028 Shareholder Return JPY 2.5Bn+ Borrowings • For FY2025, we executed a loan of JPY 6.0Bn as outlined in the financing package announced in January. After deducting repayments during the period, this represents approximately JPY 3.4 Bn in new funds raised • The current Net Debt to EBITDA ratio is 0.26 times, indicating ample borrowing and investment capacity CF from businesses • Generated approximately JPY 7.7Bn in operating CF from FY 2024 to FY 2025 FY2024: JPY 2.70Bn FY2025: JPY 4.99Bn Continuous M&A Capex and R&D Maximum repayment if the loans are not renewed is approximately JPY 14Bn over the next 5 years Shareholder Returns: Cum. Total JPY 1.5Bn • March 2024 Share buyback of JPY 700MM • October 2024 Dividend of JPY 1.7 per share • December 2024 Share buyback of JPY 700MM • October 2025 Dividend of JPY 3.0 per share planned M&A/ Investments: Cum. Total JPY 6.7Bn • 6 companies were newly consolidated in FY2024, investing JPY 4.7Bn as share acquisition costs • 6 companies were newly consolidated in FY2025, investing JPY 2.0Bn as share acquisition costs Capital investment, new business development :Cum. Total JPY 2.7Bn • FY 2024: Approximately JPY 0.6 Bn invested, primarily for production equipment to expand capacity and improve production efficiency • FY 2025: Approximately JPY 2.1 Bn invested, primarily for office relocation and new business ventures
become an End-to-End Technology Platform for Small Businesses ◼ A common ID (RAKSUL ID) is at the heart of providing these services ◼ It has been our consistent message that we position our transaction business (BtoB E-commerce) as a “sales order management platform” for a variety of industries and needs. The business domains are transaction, software and finance RAKSUL ID Data provision Transactions (E-commerce, etc.) Data provision Software Finance End-to-End Technology Platform for Small Businesses Customer base Data Growing GMV (transaction volume) Our core competencies
roll-up M&A strategy on top of a strong platform growing organically, we further accelerate the platform's structural growth model ◼ While prioritizing platform compatibility and valuation discipline, we are reviewing more deals than last year, and currently have multiple projects under consideration with expressions of interest already received Accelerating and strengthening our platform's growth cycle through M&A Expanding products and functions that meet the needs of SME customers Strengthening and optimizing supply functions Cost reduction through improved supplier productivity M&A to enhance product and feature offerings M&A to strengthen supply capabilities Expansion of transaction volume Expansion of added values of the platform & investment capacity • Broadening our product offering in adjacent domains to reach new customer segments • Increased frequency of use and unit price of existing customers • Stronger production capacity & cost reduction through internalization of manufacturing supply capabilities, such as printing plants, DM delivery, and direct purchase of advertisements Receipt of M&A opportunities 340companies *Additionally short-listed and reviewed over 200 candidate companies Progress and Status of M&A in FY2025 LOI (Letter of Intent) submitted 17 companies Deal completed/ announced 6 companies DANBALL ONE 、 A-link 、 Hankoya 、 Marutama 、Peraichi、Antoo All Marke Raksul Factory 、 Mailing Japan 、 Wildside、A-link
and supply capabilities of our procurement platform, we have acquired the e- commerce business of Dandelion Co., Ltd. and the shares of Team Like Co., Ltd. ◼ For both acquisitions, EV/EBITDA multiple in the first year of consolidation is in the mid-single digits Purpose - Expansion our market share in the stamp domain - To strengthen production capacity for Shachihata (self-inking stamp) products Performance - Consolidated into the procurement platform starting December 2025 - Revenue for the fiscal year ended June 2025: JPY 0.76Bn - BtoB ordering platform for vinyl curtains and related products - Established a top position in the niche category by establishing a sales process entirely online for custom materials (such as vinyl curtains) which typically require on-site measurement and installation - E-commerce business specialized in stamps, personalized stationery, etc. - One of the top players in the Rakuten Ichiba online shopping mall - Expansion of product categories - Expansion of customer base - To be consolidated into the procurement platform starting February 2026 - Revenue for the fiscal year ended November 2024: JPY 1.38Bn Business Description Business Description Dandelion Co., Ltd. E-commerce business Team Like Co., Ltd. Purpose Performance
Overview FY2022 Feb 2022 DANBALL ONE. Inc. E-commerce platform for cardboard and packaging FY2024 Aug 2023 RAKSUL FACTORY INC. Production base for on-demand printing Aug 2023 Peraichi Inc. Website Builder & payment service SaaS Oct 2023 AmidA Holdings Co., Ltd. Manufacturing & sales of Japanese business stamps Mar 2024 Wild Side Inc. Agency for TV commercials Jun 2024 A-LINK Services Co., Ltd. Manufacturing & sales of tote bags Jun 2024 Antoo Co., Ltd. Video production for SMEs FY2025 Nov 2024 Company in Printing & Solutions Printing brokerage Jan 2025 All Marke Inc. Web marketing agency Jul 2025 Mailing Japan Co., Ltd. Direct mail fulfillment Aug 2025 Marutama CO.,LTD Marutama Wel CO.,LTD Manufacturing & sales of original paper bags Operation of Type A continuous employment support business Aug 2025 FUSION Inc. Digital Marketing Advertising Agency FY2026 Dec 2025 Dandelion Co., Ltd. E-commerce business specializing in stamps etc. Feb 2026 Team Like Co., Ltd. BtoB platform for vinyl curtains and related products Procurement Platform Marketing Platform Marketing Platform Marketing Platform Marketing Platform Marketing Platform Procurement Platform Procurement Platform Procurement Platform Procurement Platform Procurement Platform Procurement Platform Procurement Platform Procurement Platform M&A Track Record ◼ Changed policy from FY2024 and executed continuous M&A to supplement organic growth. Strengthened structure by forming a dedicated M&A team ◼ Investments in M&A since the fiscal FY 2024 total approximately JPY7.0 Bn, with an EV/EBITDA multiple in the 4x range(1) Notes (1) Share acquisition cost excluding net cash, including future earn-outs, etc. Excludes step acquisition of Peraichi. (2) Company name at the time of resolution.
180 ◼ The companies newly consolidated into our group in 2024 have now been part of the group for 1-2 years, and the PMI has been going smoothly ◼ The integration of corporate functions, marketing efficiency, and productivity improvement has led to steady profit growth across the companies ◼ On a consolidated basis, there are further profit contributions through measures such as in-house production Growth and Synergy Effects of Subsidiaries Acquired through M&A in FY2024 (EBITDA of FY preceding the investment set at 100) 270 188 PMI Made Possible by the Platform EBITDA growth from synergies realized within RAKSUL and group companies EBITDA growth realized at the acquired subsidiary 13 Back Office cost reduction 1 Marketing cost reduction 55 Organic growth 10 Productivity Enhancement through efficiency investment 90 Contribution to Group EBITDA through in-house production and other measures
5,759 6,188 6,131 6,242 2,732 2,972 3,364 3,418 3,639 4,562 4,958 5,272 5,997 5,839 6,310 6,592 6,960 1,723 1,951 1,893 1,924 1,973 2,182 2,104 2,150 2,174 2,465 2,366 2,424 2,792 643 703 542 766 658 964 1,062 892 1,039 880 1,019 902 1,161 9,338 10,172 10,610 10,897 11,228 12,762 13,566 13,563 14,709 15,043 15,997 16,199 17,235 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q FY2023 FY2024 FY2025 FY2026 Others & Corporate Marketing Platform Packaging Business Supplies & Adjacent Domains Printing & Solutions （in JPY MM） Revenue by Business Segment ◼ Companywide revenue continued to grow in all categories. Ratio of printing sales down compared to past years. We have grown into a B2B platform that can meet a wide range of needs Procurement Platform Business Printing & Solutions Printed materials on paper used by customers in their business activities, and printing solutions for large enterprises Business Supplies & Adjacent Domains Customized items used by customers in offices and stores, as well as other services Packaging Cardboard, paper bags, and other types of packaging Marketing Platform Business Marketing SaaS, website builder, advertising agency business
3Q 4Q 1Q 2Q 3Q 4Q 1Q FY2023 FY2024 FY2025 FY2026 RAKSUL ID Done 456 327 92 183 hankoya.com Procurement PF KPI Trends ◼ Cross-selling driven by ID integration and internal promotion is gradually showing positive effects, leading to an increase in the number of purchases RAKSUL ID +39.6％ Entire segment including new M&A +7.7％ Number of Purchasing Users per quarter (Organic growth rate of existing services only) Average number of purchases 2.2 times +4.7% Average revenue per order JPY 12,778 +0.7% 549 Organic growth +7.4％ Quarterly Average Number of Orders & YoY Average Revenue per Order (unit: 1,000 users) A-LINK Services Services acquired through M&A -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% 6.0% 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q FY2023 FY2024 FY2025 FY2026 Revenue per Order Number of Orders
newly consolidated FUSION added to gross profit growth as well as greater capabilities to serve both online and offline demand. We observed some demand slipping from Q1 to Q2, with no impact to annual revenue. ◼ In SME Marketing we saw consecutive growth due to expansion of website builder and payment solutions. ◼ In the SaaS business, user remained flat YoY, while we focus on medium sized clients. Medium & Large Enterprises Sole Proprietors & SMEs（1） Gross Profit Trends Number of companies using the service Notes (1) The number of Peraichi users included in sole proprietors and SMEs is calculated based on the number of registered users at the time of financial closing 190 195 202 214 228 235 237 257 273 77 78 79 87 105 116 166 128 145 167 168 171 162 291 269 273 287 157 297 329 300 270 271 278 261 330 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q FY2023 FY2024 FY2025 FY 2026 Advertising agency services SaaS/Professional Services Marketing for SMEs (in JPY MM) 2023/11-2024/10 2024/11-2025/10 294 348 -15.5% 2023/11-2024/10 2024/11-2025/10 33,374 26,974 +23.7%
Net Assets Short-term borrowings Current portion of long-term borrowings and bonds Other Current Assets Current Liabilities (31.1% of Total Assets) (36.5% of Total Assets) Non-Current Assets Cash & Deposits Non-Current Liabilities Net Assets (in JPY MM) Quarterly Financial Highlights: BS ◼ In accordance with our capital allocation policy, we will continue to maintain a balanced approach between generating cash from operations, maintaining appropriate leverage, investing in M&A and other initiatives, and returning value to shareholders ◼ The ratio of goodwill to net assets is 41.9% ◼ Net Debt is JPY 2.5 Bn ◼ Net Debt to EBITDA stood at 0.26x for FY25/7, indicating significant room for leverage Bank Loan 9,974 Goodwill 6,907 Share Capital 2,923 Capital Surplus 3,849 Retained Earnings 6,897 Treasury shares -1,701 Stock Acquisition Rights 1,295 Others 3,216 3,913 2,724
plan to accelerate organic growth through investments. While the margin increase will be smaller compared to the past, future profits will be greater ◼ At the upper end of the financial guidance, the organic growth rate is 19.8% for Revenue and 19.9% for gross profit. This represents an acceleration from the previous period‘s 14.1% and 16.9% respectively ◼ M&A deals that were not completed at the beginning of the fiscal year are not included in this financial guidance. While we have announced two M&A deals since the release of our initial forecast, their financial impact has not been incorporated (2) Notes (1) Non-GAAP adjustment to net profit from operating profit is approx. JPY 1.7Bn, including goodwill amortization and stock-based compensation expenses (2) The new consolidated contributions from completed M&A included in the earnings forecast are JPY 2.8 Bn in revenue, JPY 900MM in gross profit, and JPY 150MM in EBITDA (1) (in JPY MM) FY2026 Financial Forecast (2025/8-2026/7) FY26 Forecast FY25 Actual YoY Revenue 75,000-77,000 61,950 +21.1~24.3% Gross Profit 26,000-27,000 21,684 +19.9~24.5% EBITDA 7,200-7,700 6,096 +18.1~26.3% Operating Profit (non- GAAP) (1) 6,200-6,700 5,402 +14.8~24.0% Operating Profit (J-GAAP) 4,500-5,000 3,819 +17.8~30.9% Net Profit (non-GAAP) 4,600-5,100 4,286 +7.3~19.0% Net Profit (J-GAAP) 2,900-3,400 2,702 +7.3~25.8% EPS (non-GAAP) JPY 79.4 - 88.0 JPY 73.8 +7.5~19.2% EPS (J-GAAP) JPY 50.0- 58.6 JPY 46.5 +7.5~26.1%
Positioning and Key Initiatives for FY2026 ◼ For FY2026, we recognize that we are now in a position to make investments that will further accelerate our growth trajectory as a platform, building upon the growth initiatives implemented thus far ◼ This is the year to focus on strengthening growth in top-line revenue and gross profit rather than increasing the margin ◼ While not aggressively pursuing margin increase in FY2026, progress remains steady toward the EBITDA target of JPY 10Bn set for FY2027 Gross profit mid-term target 30.0 EBITDA mid-term target 10.0 FY2024-FY2027 CAGR target 20% FY2024-FY2027 CAGR target 30% Gross profit forecast 26.0-27.0 EBITDA Forecast 7.2-7.7 (in JPY Bn) [Previously shared] FY2024 - FY2027 Medium-Term Financial Policy FY2026 Initiatives Accelerating Organic Growth Expansion of the Ecosystem Investments in promoting cross-selling and expansion of services for large enterprises Launching a new services that solve SME challenges end-to-end EBITDA 6.0 Gross profit 21.6
Company in September 2009 after working for A.T. Kearney. Established a business model using the sharing economy to utilize idle assets in the printing industry Joined the Company in April 2014 after working at Mizuho Securities, Carlyle, and DeNA. Specializes in all aspects of financial strategy through extensive experience in financial and investment companies Representative Director, President and Group CEO Yo Nagami Joined the company in August 2014, after working for Marui Group and Take and Give Needs. Specializes in new customer acquisition, especially for TV commercials, and stabilizing the repeat rate through data-driven CRM, oversees not only promotions but also 4P strategies Group CRO / SVP of Novasell Masaki Tabe Joined the company in July 2017, after working for Toyota Motor Corporation. Leading the supply strategy planning for RAKSUL’s BtoB printing platform, BPR for partner factories, new business development, and PMI of M&A partners SVP of Raksul Tatsuru Watanabe Joined the Company in August 2014 after working for Mori Building and DeNA Responsible for the 2018 Mothers listing and all corporate actions over the past few years, leading the planning, design and execution as Chief Administrative Officer Group CAO / SVP of Corporate Shinnosuke Nishida Joined the Company in November 2023 from Goldman Sachs, where he worked as an analyst in the technology industry, and XICA, where he served as CFO. Leading corporate value enhancement with a focus on IR Group CFO / SVP of Finance & Sustainability / CEO RAKSUL BANK Masaru Sugiyama Joined the Company in February 2024 after working as General Manager and Head of Data Utilisation in the Media and Entertainment Division at Rakuten Group, and CTO at WealthNavi. Leading the company-wide engineering organization and maximizing group synergies Group CTO / SVP of Technology Supervisory Toshiharu Takeuchi Group CIO & CDO Chiaki Fujimon Joined the Company in March 2025 after serving as CTO and Head of the Search Business at LY Corporation. Leads the development of the technology platform infrastructure, driving both the maximization of group synergies and the advancement of product development
Long standing career at ORIX Corporation since 1964, previous positions include Representative Executive Officer, Chairman, and CEO • Senior Chairman of ORIX Corporation since 2014 • Joined RAKSUL as Outside Director in October 2019 • Registered as attorney at law and joined a law firm, Nagashima Ohno & Tsunematsu in 2000 • Temporarily transferred to the Tokyo Stock Exchange, Inc. in 2007 • Established Utsunomiya Law Office in 2011 • Established a law firm, Utsunomiya Shimizu & Haruki, and assumed office as Partner since 2018 • Joined RAKSUL as Outside Corporate Auditor in October 2018 Yoshihiko Miyauchi Outside Director • Joined Corporate Direction, Inc. in 2005 • Joined DeNA Co., Ltd., where he served as a director and executive officer (2009-2017) • Co-Founder of Signifiant Inc., since 2017 • Joined RAKSUL as Outside Director in October 2020 Kenji Kobayashi Outside Director Masahiro Kotosaka Outside Director, Audit & Supervisory Committee member Junko Utsunomiya Outside Director, Audit & Supervisory Committee member • United Nations Transitional Authority in Cambodia in 1991 • Managing Director at Goldman Sachs and Co in 1997 • Managing Director at Credit Suisse Securities (Japan) Limited in 2009 • Founded MPower Partners Fund L.P. General Partner in 2021 • Joined RAKSUL as Outside Director in October 2021 • Joined McKinsey & Company, Inc. in 2004 • Associate Professor of College of Business Administration, Ritsumeikan University in 2013 • Associate Fellow at the Foundation France-Japon de L’École des Hautes Études en Sciences Socials in 2015 • Associate Professor at Faculty of Policy Management, Keio University since 2016 • Joined RAKSUL as Outside Corporate Auditor in June 2017 Kumiko Kurosawa Outside Director, Audit & Supervisory Committee member • Joined ChuoAoyama Audit Corporation (later to become MISUZU Audit Corporation) in 2002 • Joined ShinNihon LLC (currently Ernst & Young ShinNihon LLC) in 2007 • Supervisory Board at Japan Organization of Occupational Health and Safety (to present) in 2024 • Joined RAKSUL as Outside Corporate Auditor in October 2024
business segment/corporate function Governance System to Support Adequate Risk-Taking ◼ We have built a governance structure that preserves and maximizes corporate value while conducting portfolio management of businesses ◼ Both companywide optimization and autonomous business management are ensured ◼ Shifted to an executive structure centered with SVPs from FY2023 to clarify roles and responsibilities in execution. The number of internal directors to be reduced to 2 (1) to further refine the position of the Board of Directors as part of the governance Governance Companywide Optimization Autonomous Business Management Management meeting CEO and Representative Director Board of Directors Companywide optimization/ decision-making (budgeting etc.) Nomination and Remuneration Committee Executive Committee (EC) Sustainability Committee Decides on Nomination/Remuneration of Directors (majority of the members are Outside Directors) Business portfolio/capital optimization etc., Long-term corporate value enhancement, Nomination of business CEO Long-term corporate value improvement through addressing management issues related to Sustainability and ESG Raksul Board Meeting Tatsuru Watanabe, SVP, Head of Raksul Division Novasell Board Meeting Masaki Tabe, SVP of Novasell Corporate Board Meeting Shinnosuke Nishida, SVP of Group CAO Audit function Management supervision function Notes (1) Of the retiring directors, Kozo Fukushima, Masaki Tabe and Sota Mizushima continue to serve as SVP (Senior Vice President) and be responsible for the execution of the Company's management Novasell Raksul Investment Committee Increase corporate value through continuous M&A
the shareholders’ viewpoint, in order to ensure that the new CEO will not merely be a hired successor, but become a "founder" who will be responsible for increasing the company's value over the next 10 years ◼ While monetary compensation level is lower than that of other listed companies, the ratio of equity compensation is set at the highest possible level to encourage long-term commitment ◼ All incentive grants to be contingent upon approval of the grant of RSUs at the 14th Annual General Meeting of Shareholders Name Format Number of Shares (Dilution %(1)) Conditions of Exercise, etc. PL/BS Impact(2) Monetary Compensation ｰ ｰ Executive compensation expenses Stock-Based Compensation (Service requirement + Single year performance requirement) Total for 10 years Maximum 877,000 Shares (1.50%) Removal of restrictions on the transfer of 87,700 shares each after the end of each fiscal year, provided that the following two conditions are met (if not met, the share will be forfeited for that fiscal year) ・Remain as CEO until the end of each fiscal year ・Consolidated gross profit growth of over 15% YoY Expense of approx. JPY 120MM per year Performance Target Linked (Stock price requirement + Performance requirement) 877,000 Shares (1.50%) 3 tranches setting (share price requirement and performance requirement) 1. Share price of 8,500 yen (market capitalization of approximately 500 billion yen) + EBITDA of 10 billion yen: 20% exercisable 2. Share price 12,000 yen (market cap of approx. 700 billion yen) + EBITDA of 15 billion yen: 33% exercisable 3. Stock price of 17,000 yen (market capitalization of approximately 1 trillion yen) + EBITDA of 20 billion yen: 47% exercisable Performance evaluation after 5 years for a period of 10 years Expense of approx. JPY 80MM per year Capital Gain 877,000 Shares (0.00%) No dilution due to the fact that this is a secondary transaction and not an issuance of new shares Company stocks will be purchased from the founder, Yasukane Matsumoto, and the stock market in a negotiated transaction (We lend part or all of the funds) - Total Expense of approx. JPY 200MM per year Monetary Compensation Stock Options （Paid-in SO） Restricted Stock Units （RSU） Negotiated Transaction Notes (1) Based on 58,476,092 shares (581,858 voting rights), the total number of outstanding shares of the Company as of July 31, 2023 (2) Calculated based on an estimated share price of JPY 1,400 yen 1,754,000 Shares + 877,000 Shares (3.00%) (0.00%)
referring to external guidelines such as SASB and SDGs, as well as multiple discussions with stakeholders and the Board of Directors ◼ We will further strengthen our ESG initiatives in accordance with this materiality map ◼ We will review the map every 1-2 years, taking into account changes in social conditions and dialogues with stakeholders
includes Japanese companies with that have taken excellent ESG (Environmental, Social and Governance) measures (2) An index constructed by FTSE Russell that reflects the relative performance of Japanese companies with superior ESG (environmental, social and governance) performance in their respective sectors (3) An index developed jointly by S&P Dow Jones Indices and the Japan Exchange Group, which selects companies with excellent levels of carbon efficiency and environmental information disclosure in the TOPIX constituents (4) Designed by Morningstar, this index is constructed with an emphasis on companies with established gender diversity policies embedded in their corporate culture and a commitment to equal opportunities for employees regardless of gender 1. FTSE Blossom Japan Index(1) 2. FTSE Blossom Japan Sector Relative Index(2) 3. S&P/JPX Carbon Efficient Index(3) ◼ Selected as a constituent of 3 of the 6 ESG indices adopted by the GPIF: ESG External Evaluation
objective of realizing the vision and maximizing long-term corporate value Our Vision and RAKSUL Style • Organizational design that places the highest priority on our vision “BETTER SYSTEMS, BETTER WORLD” and the Raksul Style (Code of Conduct)* to realize such vision *Reality/System/Transparency/Team first Diversity & Inclusion • We will take advantage of the fact that the ratio of female employees in the company is already about 53% and the ratio of foreign nationals is about 9%, and provide an environment and opportunities to recruit and retain the best talents from both Japan and overseas • In the coming future, we plan to increase the ratio of female and foreign- national members in management positions Productivity Improvement • To improve productivity (gross profit per employee, gross profit divided by labor cost) year by year is the long-term policy for new hire planning in each business Strengthening Our Technology Team • Investment in technology is essential in redesigning the industry structure, and we will focus on strengthening our teams in Japan and overseas • Drive both new technology initiatives and efforts to eliminate technical debt Incentive Design Linked to Long-term Equity Value • In addition to cash remuneration, we have a stock-based compensation system (stock options and restricted stock), which provides compensation for individual performance through long-term increases in equity value
and approach to equity incentives have remained the same since the disclosure of our RS system implementation in FY2019 Q4 Purpose • To align the incentives and commitment of directors and employees with the maximization of long-term shareholder value • To ensure the competitiveness of our compensation level in order to attract and retain talent which is the foundation of our competitive advantage Structure • Structure: restricted stock (RS) and stock options • Simple design that both investors and recipients can expect Dilution • Expected dilution of max. 10% over 10 years from FY2019 (around 1% per year) • Designed with flexibility for variation in each year • Our percentage of dilutive shares was 7.3% at IPO and 3.9% as of the end of FY2024 - lower than other growing companies (see other page for stock incentive balance) Impact on P&L/CF • Stock-based compensation expense for FY2024 was JPY 473MM per year • Stock-based compensation expense for FY2025 will be max. JPY 400MM per year (1) • We disclose non-GAAP profits, excluding the impact of stock-based compensation
Even as the organization expands, the gross profit per employee continues to increase each year. In the short term, we continue to improve ◼ In line with improving productivity per employee, we will continue to revise compensation levels to be more competitive and aim to become a company with high productivity and a high labor share 6.6 10.6 13.2 18.2 18.2 16.8 17.4 21.3 22.9 27.8 30.2 31.4 FY2014 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 Gross Profit per Employee (1) (in JPY MM) Notes (1) Gross profit for the fiscal year divided by the annual average of the number of employees at the end of each month (total of internal directors, regular employees, and contract employees, including overseas development centers)
the only GAAP adjustment item was stock-based compensation expenses, but from Q2, amortization of goodwill has also been added back ◼ The amount in “Difference” varies between operating profit and ordinary profit as RS held by resignees are expensed off as non-operating expenses (JPY MM) FY2026 1Q (2025/8-2025/10) Actual (non-GAAP) Difference Actual (J-GAAP) Revenue 17,235 - 17,235 Gross Profit 6,085 - 6,085 Operating Profit 1,499 373 1,126 EBITDA 1,711 78 1,633 Ordinary Profit 1,432 374 1,057 Net Profit 1,182 374 808
Cash flow from operating activities 4,992 369 Cash flow from investing activities -2,184 -1,097 Cash flow from financial activities -4,258 -759 Net change in cash and cash equivalents -1,457 -1,499 Cash and cash equivalents at end of period 15,557 14,057
mail-order printing market is expected to grow to JPY 134Bn in 2022(1), and the EC rate has grown to 5.1%(2) 543 599 659 751 910 1,040 1,176 1,209 1,237 1,340 1.9% 1.9% 2.1% 2.6% 3.0% 3.4% 4.0% 4.6% 4.6% 5.1% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 0 200 400 600 800 1,000 1,200 1,400 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Domestic Online Printing Market EC Penetration Rate (in JPY 100MM) (1) (2) Notes (1) Yano Research Institute "Survey on the Domestic Online Printing Market," February 2023 (2) Calculated by dividing the market size of Yano Research Institute “Survey of the Domestic Online Printing Market” by the market size of Commercial printing and office printing, which we estimated based on “Summary of the Economic Census of Activities by industry (manufacturing industry, summary version)” and “Current Production Statistics: Paper, Printing, and Plastic” (METI)
Medium Enterprise Agency, “Number of enterprises, number of regular employees, and total number of employees by prefecture and metropolitan area (private, non-primary industry, 2021)” Small enterprises: 20 or less employees (5 or less for wholesale, retail, and service industries); Medium-sized enterprises: Rubber product manufacturers with capital of JPY 300MM or less or 900 employees or less; other manufacturers, construction, and transportation companies with capital of JPY 300MM or less or 300 employees or less; hospitality companies with capital of JPY 50MM or less or 200 employees or less; wholesale companies with capital of JPY 100MM or less or 100 employees or less; retailers with capital of JPY 50MM or less or 50 employees or less, other industries vary Number of registered enterprise users of Raksul Small enterprises: less than 10 employees; Medium enterprises: less than 500 employees Recognition Survey Results Survey period: June 26, 2024 - July 7, 2024 Survey targets: 18-69 year olds, monthly budget of at least JPY100,000 for printed materials, and those who place orders at least once a year (excluding students, housewives/househusbands, part-timers, and unemployed) - ‘I have the authority to order printed materials or select a printing company for my job’ n=543 - ‘I do not have the authority to make decisions on ordering printed materials or selecting a printing company, but I am involved in the selection process’ n=526 P9
on “Current Production Statistics: Paper, Printing, and Plastic” (METI), production volume basis Novelty items Calculated based on Yano Research Institute’s “Gift Market White Paper (2022)”, “Conducted research on the corporate gift market (2024)”, “Conducted research on the character business (2023)”, and Mitsubishi UFJ Research & Consulting’s “Survey results on the domestic creator economy” Promotional media = Offline advertising Total of inserts, DMs, and free magazines from “Advertising Expenditures in Japan” (Dentsu, 2023) Packaging materials Shipment volume of Japan packaging industry 2023 Japan Packaging Institute, paper and cardboard products Software & Marketing TV commercials "Advertising Expenditures in Japan" (Dentsu, 2023) Digital advertising "Advertising Expenditures in Japan" (Dentsu, 2023) Digital signage “Digital Signage Advertising Market Study 2023” (CARTA HOLDINGS) Software “Software Business New Markets 2023” (Fuji Chimera Research Institute) Finance Financial services Calculations based on Yano Research Institute’s “Actual Conditions and Outlook for the Credit Card Market in 2022”, “Actual Conditions and Future Forecasts for the Domestic Cashless Payment Market in 2024”, Bank of Japan’s ”Payment Trends”, and Small and Medium Enterprise Agency’s “Statistics on Small and Medium Enterprises” Examples of Huge Adjacent Markets with SME Demand B2B Internet Access Services IDC Japan, "Japan Corporate Internet Access Service Market Forecast by Region and Speed" Real Estate Brokerage All Japan Real Estate Association Public Utility Payment Fees Our estimate based on the sales of major electric and gas companies Staffing, Recruiting Support Yano Research Institute Ltd., "Survey on the HR Business Market (2024)" B2B E-commerce Ministry of Economy, Trade and Industry (METI), "FY2023 Report on the Market Survey of E-Commerce" P12
Calculated based on "Current Production Statistics: Paper, Printing, and Plastic" (METI) Domestic Online Printing Market Calculated based on Yano Research Institute and the financial information of domestic online printing companies German Online Printing Market Penetration Rate zipcon consulting (2019) Digital Market Expansion Corporate cards “Credit Card Market Facts and Outlook 2022” (Yano Research Institute) SaaS for domestic enterprises “Software Business New Markets 2023” (Fuji Chimera Research Institute) Digital advertising "Advertising Expenditures in Japan" (Dentsu, 2023) Printing E-commerce “Conducted a survey on the domestic print mail-order market (2022)” (Yano Research Institute) BtoB E-commerce “Market Survey on Electronic Commerce 2022” (METI) No1 Number of domestic online printing members Survey by Tokyo Shoko Research (as of Dec 2022 / for major online printing services) Cardboard & Packaging Material E-commerce Target categories: "Sales," "Number of Users," "Number of Orders," "Number of Reviews," "Product Lineup." Survey by Tokyo Shoko Research (as of Sep 2024) *For major e-commerce sites specializing in cardboard and packaging materials. Stamps/Seals E- commerce No. 1 in purchase rate among specialized online stamp/seal stores where respondents have made a purchase, according to our internal survey (June 2025). Age: 20-69, Region: Nationwide, Condition: Those who have purchased stamps/seals online. "Preliminary Survey (Screening)": 6 questions, 30,000 samples. "Main Survey": 4 questions, 1,000 samples. Shipping results for the one-year period from July 1, 2023, to June 30, 2024. P13
statements. These forward-looking statements were created based on the information available at the time they were created. They do not guarantee our future results and involve certain risks and uncertainties. Please note that actual results may differ materially from those discussed in the forward-looking statements due to changes in environments surrounding Raksul or any other factors. The factors which may affect actual results include but are not limited to: Japanese and global economic conditions, and conditions of markets in which Raksul operates. Raksul is not obligated to update or revise any content of the forward-looking statements within this material, even in cases such as where new information becomes available or future events take place. Information contained within this material on other topics besides Raksul is quoted from published information and other sources. As such, the accuracy, appropriateness, etc. of such information has not been verified, nor do we guarantee them thereof. Contact Us IR Group E-mail: [email protected] IR Information: https://corp.raksul.com/en/
raksulrecruiting
holman
nmsamuel
moore
nonsquared
cargoodrich
elsirapls
raygrieselhuber
techseoconnect
hannesfritz
livdayseo
jnunemaker
lara
