July 5, 2023

For Immediate Release

Company name: ITOCHU Techno-Solutions Corporation Representative: Ichiro Tsuge, President & CEO

(Stock Code: 4739, Prime Market Section of the Tokyo Stock Exchange)

Contact: Hiromu Tsujii, General Manager, Planning Department

(TEL: +81-3-6403-6000)

Matters Concerning Controlling Shareholders

ITOCHU Techno-Solutions Corporation （"CTC" ） hereby announces matters concerning a controlling shareholder in connection with its parent company, ITOCHU Corporation.("ITOCHU")

1. Trade name etc. of parent company, controlling shareholders (excluding parent company), or other affiliated companies

(As of March 31, 2023)

Percentage of Voting Rights (%)

Financial instruments exchange

Name

Attribution

Direct

Combined

on which issued share

ownership

ownership

Total

certificates, etc. are listed

ITOCHU

Parent

61.26

0.0

61.26

Prime Market Section of the

Corporation

company

Tokyo Stock Exchange

2. Positioning of the listed company in the corporate group of the parent company, etc. and relationship between other listed companies and the parent company, etc.

CTC's parent company, ITOCHU owns 61.26% of CTC's voting rights, and thus CTC is one of ITOCHU's consolidated subsidiaries. However, CTC's independence and autonomy are ensured in its business operations and the company contributes to improving corporate value of the entire group and expanding its earnings by leveraging strengths of both CTC and ITOCHU in the information industry.

CTC Board consists of seven directors and four Audit & Supervisory Board members. For the purpose of sharing management information and expertise with ITOCHU, an executive officer of ITOCHU concurrently serves as one of the directors.

(Concurrent board member)

(As of March 31, 2023)

Title

Name

Title at ITOCHU

Reason for assumption of post

Non-

Hiroshi

ITOCHU Corporation

Asked by CTC to assume the post to contribute to

executive

Kajiwara

Executive Officer &

its management as a Board member by leveraging

Director

Chief Operating Officer, ICT

his advanced expertise and rich management

Division

knowledge nurtured by serving as Chief Operating

Officer of the ICT Division at ITOCHU

Corporation.

1

(Secondees from ITOCHU)

As of March 31, 2023, the number of secondees from ITOCHU to the sales and administration divisions of CTC Group was 20.

(Note) Number of secondees from ITOCHU to CTC Group as of June 1, 2023 is 19.

3. Matters concerning transactions with controlling shareholders, etc. (Year ended March 31, 2023)

(Millions of Yen)

Category

Name

Nature of related-

Transaction amount

Outstanding

party transactions

balance

(Recognition of

lease liabilities)

Lease of real estate

220

19,807

Parent company

ITOCHU Corporation

(Payments of

lease liabilities)

3,761

Deposit of leasehold

－

3,500

deposit

Notes:

  1. The real estate relates to the headquarters office in Kamiyacho. The Company decides the condition of the rent price, etc., after considering in neighboring areas.
  2. Recognition of lease liabilities reflects interest expenses under IFRS 16, whose rates are determined considering the market interest rates.

4. Implementation status of measures to protect minority shareholders in conducting transactions with controlling shareholders

When conducting transactions with ITOCHU, CTC determines transaction conditions in the same fair and appropriate manner based on rational judgments as in the case of ordinary transactions with other companies with no capital relationship in order not to harm the interests of minority shareholders.

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Disclaimer

Itochu Techno-Solutions Corporation published this content on 05 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 July 2023 06:38:03 UTC.