Notice Concerning Commencement of Tender Offer for Shares of Benefit One Inc. (Securities Code: 2412), and Execution of Capital and Business Tie-up Agreement

[Translation]

November 14, 2023

To whom it may concern:

Notice Concerning Commencement of Tender Offer for

Shares of Benefit One Inc. (Securities Code: 2412),

and Execution of Capital and Business Tie-up Agreement

M3, Inc. ("Company") hereby announces that by resolution of the board of directors dated today, the Company has decided to acquire the common shares ("Target Shares") of Benefit One Inc. (listed on the Prime Market of Tokyo Stock Exchange, Inc. ("TSE"), Securities Code: 2412) ("Target") through a tender offer ("Tender Offer") as provided for in the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) ("Act") and to enter into a capital and business tie-up agreement ("Capital and Business Tie-up Agreement") with the Target.

1. Purpose of Tender Offer

(1) Outline of the Tender Offer

By resolution of the board of directors dated today, the Company has decided to acquire the Target Shares held by Pasona Group Inc. ("Pasona Group"), the parent company of the Target, and conduct the Tender Offer for the purpose of making the Target a consolidated subsidiary of the Company. As of today, the Company does not own any of the Target Shares.

In connection with the Tender Offer, the Company has entered into a tender offer agreement ("Tender Offer Agreement") with Pasona Group dated today and Pasona Group has agreed to tender all of the Target Shares it owns (81,210,400 shares, Ownership Ratio (Note 1): 51.16%) ("Tendering Shares") in the Tender Offer in accordance with the Tender Offer Agreement. For the details of the Tender Offer Agreement, please see "(II) Tender Offer Agreement" in "(6) Matters related to material agreements concerning Tender Offer" below. Furthermore, the Company has entered into the Capital and Business Tie-up Agreement with the Target as of today. For the details of the Capital and Business Tie-up Agreement, please see "(I) Capital and Business Tie-up Agreement" in "(6) Matters related to material agreements concerning Tender

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Offer" below.

(Note 1) "Ownership Ratio" refers to the ratio (rounded to two decimal places) against the number of shares (158,740,543 shares) which is calculated by deducting the number of treasury shares held by the Target as of September 30, 2023 as confirmed by the Target (450,357 shares; which does not include the number of Target Shares owned by the Employee Stock Benefit Plan (J-ESOP) or the Board Benefit Trust (BBT) (323,499 shares); the same shall apply hereinafter) from the total number of outstanding shares of the Target as of September 30, 2023 (159,190,900 shares) as stated in the "Summary of Financial Results for the Second Quarter of the Year Ending March 31, 2024 [Japanese GAAP] (Consolidated)" ("Summary of the Target's Second Quarter Financial Results") published by the Target today. The same shall apply hereinafter in the calculation of the Ownership Ratio.

The Tender Offer sets the minimum number of shares to be purchased at 81,210,400 shares (Ownership Ratio: 51.16%), which is the same number as the Tendering Shares, and if the total number of share certificates, etc. tendered through sale, etc. in response to the Tender Offer ("Tendered Share Certificates") is less than the minimum number of shares to be purchased, none of the Tendered Share Certificates will be purchased by the Company.

The Company has set the maximum number of shares to be purchased at 87,307,300 shares (Ownership Ratio: 55.00%). The Company considered setting the maximum number of shares to be purchased at a number equivalent to more than 50% in terms of Ownership Ratio for the following reasons: (A) the purpose of the Company's Tender Offer is to make the Target a consolidated subsidiary of the Company; and (B) as the control of the Target will be transferred to the Company if the Tendering Shares are acquired by it, the Company intends to provide more shareholders of the Target with an opportunity to sell their shares with a premium to the market price upon such transfer of control. On the other hand, when the maximum number of shares to be purchased is set at a high level, there is a possibility that the Target Shares may meet the Delisting Criteria, which would be contrary to the Company's policy to maintain the listing of the Target Shares after the Tender Offer. Therefore, the number of shares equivalent to 55.00% in terms of Ownership Ratio has been set as the maximum number of shares to be purchased.

If the total number of the Tendered Share Certificates exceeds the maximum number of shares to be purchased (87,307,300 shares), the Company will not purchase all or any of the excess shares, and the delivery and settlement of the purchase of share certificates, etc. will be conducted on a pro rata basis as provided for in Article 27-13, Paragraph 5 of the Act and Article 32 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended) ("Ordinance"). There is a possibility that not all of the Target Shares tendered by Pasona Group will be purchased if the number of shares tendered exceeds the maximum number of shares to be purchased.

The Company, the Target and Pasona Group have entered into a memorandum of understanding ("Memorandum of Understanding") as of today to the effect that they will discuss and consider the measures to avoid the delisting of the Target Shares from the Prime Market of the TSE and cooperate with each other in good faith if the tradable share ratio (Note 2) of the Target Shares may meet the Delisting Criteria of the Prime Market of the TSE so that the Target Shares may continue to be listed on the Prime Market of the TSE after closing of the Tender Offer. There is no agreement between the Company and Pasona Group that the Company will additionally

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acquire the Target Shares that Pasona Group was unable to sell.

(Note 2) The tradable share ratio is the number of tradable shares divided by the number of listed shares including treasury shares. Tradable shares are listed shares, excluding shares with poor tradability as defined by the TSE (shares held by persons who hold 10% or more of the number of listed shares or partnerships, etc., listed companies, officers, etc. of listed companies (officers of listed companies, spouses and relatives within the second degree of kinship of officers of listed companies, companies in which more than half of the total voting rights of the shareholders are owned by these persons, and affiliate companies of listed companies and their officers) and domestic commercial banks, insurance companies and corporations).

According to the "Announcement of Our Opinion on the Tender Offer for Our Shares made by M3, Inc. and the Conclusion of a Capital and Business Tie-up Agreement with M3, Inc." ("Target's Press Release") published by the Target today, the Target resolved at its meeting of the board of directors held today that the Target will agree with the Tender Offer and taking into consideration that (i) the Tender Offer Price (defined below in "(I) Background, reasons and processes to the decision to implement the Tender Offer" in "(2) Background, reasons and processes to the decision to implement the Tender Offer and Management Policy after the Tender Offer"; the same shall apply hereinafter) has been agreed between the Company and Pasona Group through discussions and negotiations, and (ii) as the Tender Offer is not intended to delist the Target Shares, the Company and the Target intend to maintain the listing of the Target Shares after the Tender Offer is completed and the Company and Pasona Group intend to cooperate as well, it is reasonable enough for the shareholders of the Target to choose to continue owning the Target Shares after the Tender Offer and thus, the Target will not proactively recommend that the shareholders of the Target tender their shares in the Tender Offer, and the shareholders of the Target may decide on their own whether or not to tender their shares in the Tender Offer. Taking into consideration the circumstances stated in (i) and (ii) above, the Target has neither requested any third-party valuation organization to calculate the share value nor independently verified whether the Tender Offer Price appropriately reflects the corporate value of the Target.

For details of the aforementioned resolution of the Target's board of directors, please see the Target's Press Release and "(iii) The Target's Measure to Obtain Approval from All Directors Who Do Not Have Interest (Including Directors Who Serve as Audit and Supervisory Committee Members)" in "(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest."

The Company obtained a loan certificate from up to 100 billion yen from Sumitomo Mitsui Banking Corporation ("SMBC") ("SMBC's Loans") subject to conditions including the consummation of the Tender Offer and will use such loans . However, as of today, the Company intends to utilize the loans up to 90 billion yen for the SMBC's Loans and utilize the Company's cash and deposits for the remaining amounts to settle the Tender Offer. The details of the terms and conditions for the SMBC's Loans will be set forth in the loan agreement for the SMBC's Loans based on a separate consultation with SMBC.

(2) Background, reasons and processes to the decision to implement the Tender Offer and

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Management Policy after the Tender Offer

The background, reasons and processes to the Company's decision to implement the Tender Offer and its management policy after the Tender Offer are as follows. The statements below regarding the Target are based on explanations received from the Target or information publicly announced by the Target.

(I) Background, reasons and processes to the decision to implement the Tender Offer

The Company was established in September 2000 as So-net M3, Inc. with the purpose of providing medical-related services utilizing the Internet. Its shares were first listed on Mothers of the TSE in September 2004, and then were changed to the First Section of the TSE in March 2007. Due to the restructuring of the market segments of the TSE which took place in April 2022, the shares are currently listed on the Prime Market of the TSE. In January 2010, the Company changed its name to M3, Inc.

The business objective of the Company, its 132 subsidiaries, and its 9 equity-method affiliates (as of March 31, 2023) (the "Company's Group") is "Making use of the Internet to increase, as much as possible, the number of people who can live longer and healthier lives, and to reduce, as much as possible, the amount of unnecessary medical costs." The company name, "M3," represents the three M's of Medicine, Media, and Metamorphosis, and the Company's ambition upon establishment is to change the world of medicine by leveraging the power of the Internet as media. To realize this objective, the Company's Group has a global network of approximately

6.5 million physicians in more than 15 countries (as of July 28, 2023), and the Company's Group operates various services around the world, including marketing support services for pharmaceutical companies, research services, clinical trial support services, and career change support services for physicians by mainly running platforms for medical care professionals such as "m3.com," a website dedicated to medical care professionals used by more than 320,000 physician members in Japan (as of April 28, 2023), "MDLinx" in the United States, and "Metamorphosis" in the United Kingdom. In addition, in the fiscal year 2022, the Company's Group launched the "White Jack Project," an initiative aimed at maintaining health from an early stage before developing a disease, and has been implementing and promoting various measures since then. The Company's Group aims to realize its business objective from an upstream stage by "preventing illness as much as possible beforehand," rather than merely "providing treatment after people become ill."

On the other hand, the Target was established in March 1996 as Business Coop Inc. with the purpose of providing employee benefit services, etc. to corporate employees through a subscription-based system, offering various service menus at discounted prices. According to the Target, the Target changed its name to Benefit One Inc. in April 2001, and was listed on the JASDAQ market in December 2004, on the Second Section of the TSE in March 2006, and then on the First Section of the TSE in November 2018. Due to the restructuring of the market segments of the TSE which took place in April 2022, it is currently listed on the Prime Market of the TSE. As of today, the Target's group consists of the Target, its 10 consolidated subsidiaries, 1 equity-method affiliate, and 1 non-consolidated subsidiary (the "Target's Group"). Under the corporate philosophy of "contributing to the enrichment of people's lives and the development of society through the distribution and creation of services with the aim of creating new value that connects people and businesses," and by expanding its membership base, primarily in the

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workplace sector, and promoting the networking of service suppliers (Note 1), the Target's Group operates the following businesses that contribute to solving corporate management issues and improving consumer satisfaction.

(A) Employee benefit business

Corporate clients enroll in "Benefit Station," a service operated by the Target, and then the Target's Group offers their employees (members) of such corporate clients discounted prices on a variety of service menus which are provided by service providers that are in partnership with the Target. In addition, the Target's Group also provides settlement administration services for the selective benefit program (cafeteria plan), which allows the users to choose benefit programs that best suit their needs, and thereby cuts the corporate clients' costs for employee benefits and also supports establishing content-rich employee benefit programs.

(B) Personal services business

The Target's Group offers the "Benefit Station" program mainly to individual customers of the companies with which it collaborates.

(C) Incentive business

As part of the measures to improve the loyalty and motivation of corporate employees, the Target's Group provides a service that issues incentive points, manages them, and offers items that can be exchanged for such points, thereby supporting corporate clients' measures aimed to increase the engagement of their employees and agency staff, etc.

(D) Healthcare services business

The Target's Group helps optimizing medical costs and improving productivity, through promoting the health of insured people and employees by providing one-stop health supports for managing physical and mental health and preventing diseases, which include health checkup services, specific health guidance, health points, stress checks, and vaccination support,

(E) Purchase and settlement service business

By providing settlement services for short-distance transportation expenses, business travel expenses, and entertainment expenses, and allowing corporate clients to shift from an employee reimbursement system to a corporate lump-sum settlement system, the Target's Group helps companies strengthen governance, reduce expenses, and improve operational efficiency.

(F) Payment business

In regard to discount services provided by those in partnership with the Target's Group, the Target's Group engages in distributing such services at a low cost, without intermediary margins or advertisements, by collecting the employees' service purchase information from each member company and using the payroll deduction system for its settlement.

(Note 1) According to the Target, the term "service supplier" refers to providers of employee benefit services such as leisure or entertainment.

The Target's Group believes that recent major changes in social conditions, such as labor shortages, rising wages, and high prices, have increased the attractiveness of its employee

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benefit services and healthcare services as effective measures to secure and retain human resources, and that the growing momentum among many companies to emphasize human capital management and health management under the principles of ESG management and sustainability management will encourage greater investment in human capital, thereby providing an opportunity to expand the use of employee benefit services and healthcare services, which are the Target's Group's core business.

Based on this recognition of the circumstances, the Target's Group, anticipating opportunities to accelerate the spread of employee benefit outsourcing, including to small and medium-sized companies and non-regular employees, announced on May 11, 2023 its "Medium-term Management Plan" for the three-year period from the fiscal year ending March 2024 to the fiscal year ending March 2026, aiming to effectively expand its member base and service supplier network. According to the Target, based on the strategies set forth in the "Medium- term Management Plan," the Target is striving to expand its business with the expansion of its membership base, the monetization of its settlement business, and the expansion of its healthcare services as key indicators.

Under these circumstances, Pasona Group was considering various capital policies for the Target, including the transfer of the shares in the Target to a new partner, as part of its efforts to optimize their business portfolio. In the course of these considerations, Pasona Group, which believed that there was potential to further strengthen and differentiate the Target's healthcare business by utilizing the various assets held by the Company, made an initial approach to the Company in mid-April 2023 to inquire whether or not the Company intended to acquire all of the Target Shares held by Pasona Group. In response, the Company began to consider the possibility of acquiring the Target Shares. As a result of such consideration, the Company came to the conclusion that the combination of the Company's services utilizing its physician member base and the Target's strong corporate customer base could contribute to the enhancement of the Company's corporate value. On the other hand, the Company and the Target, which do not have any capital relationship at present, are limited in the management resources they can provide, which could hinder smooth mutual utilization. The Company has decided that in order to maximize business synergies, it is necessary to establish a strong alliance including a capital relationship.

Based on this decision, in early May 2023, the Company communicated to Pasona Group that it would positively consider such offer and would like to start discussions with Pasona Group. Subsequently, the Company held discussions with Pasona Group and, on the assumption that the Company would acquire all of the Target Shares held by Pasona Group and that the Ownership Ratio of the Target Shares held by the Company after the acquisition would exceed one-third, the Company decided that such acquisition would be required to be conducted by way of a tender offer under Article 27-2, Paragraph 1, Item 2 of the Act. Therefore, on July 18, 2023, the Company made a written proposal to Pasona Group regarding a tender offer to acquire all of the Target Shares held by Pasona Group. Subsequently, on August 4, 2023, the Company received a letter from Pasona Group stating that it would proceed with discussions regarding the proposal, and in mid-August 2023, in order to establish a full-scale review and examination system, the Company engaged SMBC Nikko Securities Inc. ("SMBC Nikko") as a third-party calculation agent and financial advisor, and Anderson Mori & Tomotsune as a legal advisor.

After receiving the aforementioned letter from Pasona Group, on August 24, 2023, the Company submitted a letter of intent to the Target stating that it was considering a tender offer

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to acquire all of the Target Shares held by Pasona Group and a business tie-up with the Target. After receiving a response from the Target in late August 2023 that it would give full consideration to the proposal, the Company conducted due diligence on the Target with respect to its business, financial, tax, legal and other matters, as well as interviews with the Target's management, from mid-September to late October 2023. Based on the information obtained in the course of such due diligence and interviews, the Company has further analyzed and examined specific measures to create business synergies between the Company's Group and the Target and management policies after the Tender Offer.

As a result, the Company has come to the conclusion that it is possible to provide more companies and employees with healthcare services differentiated from other businesses in the same industry by combining the Company's services, which utilize its physician member base, with the Target's strong corporate customer base. In addition, the Company hopes to, after the completion of the Tender Offer, in the future, by utilizing the services developed through the collaboration between the two parties, help companies across Japan realize true health management through promotion of evidence-based health investment in their employees, which will lead to the maintenance and improvement of employees' health and the enjoyment of appropriate medical services at the right time, as well as the improvement of corporate productivity and the reduction of medical costs.

Specifically, the following synergies are envisioned.

1. Further strengthen and differentiate healthcare services
2. 1. Enhancing value-added services through unique services utilizing the Company's Group platform
      The Company's Group has a platform that provides various unique services, including "M3PSP," a multi-opinion service, and "AskDoctors," a service that allows users to easily consult doctors online about health and illness. The Company's Group believes that by collaborating with the Target's corporate customer base, it will be able to contribute to the provision of health management services that no other company can offer.
   2. Promoting cross-selling to customers of both companies
      The Company's Group believes that the collaboration between the Company's Group and the Target will enable both companies to provide a wider range of healthcare services to their customers, and will contribute to strengthening the sales capabilities of both companies' businesses.
3. Utilizing human resource base

The Company's Group, which has platforms that provide multiple unique services, has approximately 100 highly skilled and talented engineering personnel who support the operation of these platforms. By utilizing the technology, knowledge, and experience of such personnel, and by collaborating with and supporting the Target in terms of systems, we believe that we can contribute to further strengthening the competitiveness of the Target's business.

(C) Supporting overseas expansion

Since the Company's Group also has a wide range of overseas physician platforms, the Company's Group believes that it can contribute to the acceleration of overseas development and expansion of business scale of the Target's business.

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The Company was requested by Pasona Group to submit a legally binding letter of intent (including a proposal for the purchase price per share of the Target Shares in the Tender Offer ("Tender Offer Price")) no later than October 27, 2023. Prior to this, the Company decided to make an oral price proposal to Pasona Group and decided to submit a legally binding letter of intent on October 27, 2023 upon the consideration of the responses of Pasona Group to this oral proposal.

At a meeting with Pasona Group on October 18, 2023, the Company, based on the results of a multifaceted and comprehensive analysis of the Target's business and finances, proposed a Tender Offer Price of 1,400 yen (a 43.44% premium (rounded to two decimal places; the same applies to the calculation of the premium) to the closing price of 976 yen (the figures are rounded to the nearest whole number; the same applies hereinafter to the calculation of the simple average of the closing prices below) for the Target Shares on October 17, 2023), Pasona Group orally requested the Company to reconsider the proposal.

Therefore, based on such request, the Company proposed to increase the Tender Offer Price by 100 yen to 1,500 yen (a 54.48% premium to the closing price of 971 yen of the Target Shares on October 20, 2023) at the meeting with Pasona Group on October 23, 2023. On October 25, 2023, Pasona Group requested that the Company should reconsider the increase in the Tender Offer Price.

Based on the above request to the price proposal from Pasona Group, on October 27, 2023, the Company submitted to Pasona Group and the Target a legally binding letter of intent which provides that (i) the Tender Offer Price be 1,600 yen (a 53.85% premium to the closing price of 1,040 yen of the Target Share on October 26, 2023) after the consideration of a multifaceted and comprehensive analysis of the business and financial affairs of the Target and the fact that Pasona Group had requested to sell its Target Shares at a premium to the share price of the Target Shares, and to conduct the Tender Offer with the minimum number of shares to be purchased of 81,210,400 shares (Ownership Ratio: 51.16%), which is the same as the number of all the Target Shares held by Pasona Group, and with the maximum number of shares to be purchased of 87,307,300 shares (Ownership Ratio: 55.00%), and (ii) Capital and Business Tie- up Agreement be executed with the Target.

The Company considered setting the maximum number of shares to be purchased at a number equivalent to more than 50% in terms of Ownership Ratio for the following reasons: (A) the purpose of the Company's Tender Offer is to make the Target a consolidated subsidiary of the Company; and (B) as the control of the Target will be transferred to the Company if the Tendering Shares are acquired by it, the Company intends to provide more shareholders of the Target with an opportunity to sell their shares with a premium to the market price upon such transfer of control. On the other hand, when the maximum number of shares to be purchased is set at a high level, there is a possibility that the Target Shares may meet the Delisting Criteria, which would be contrary to the Company's policy to maintain the listing of the Target Shares after the Tender Offer. Therefore, the number of shares equivalent to 55.00% in terms of Ownership Ratio has been set as the maximum number of shares to be purchased.

Since October 27, 2023, the Company has been negotiating various terms and conditions regarding the Tender Offer Agreement other than the Tender Offer Price and the maximum and minimum number of shares to be purchased.

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As a result, on November 13, 2023, the Company was informed by Pasona Group that it would accept the Tender Offer Price of 1,600 yen per share, that the minimum number of shares to be purchased would be 81,210,400 shares (Ownership Ratio: 51.16%), the same number of Target Shares held by Pasona Group, and that the maximum number of shares to be purchased would be 87,307,300 shares (Ownership Ratio: 55.00%).

In parallel with the aforementioned negotiations with Pasona Group regarding the Tender Offer Agreement, the Company has also been continuing negotiations with Pasona Group and the Target regarding the Capital and Business Tie-up Agreement and the Memorandum of Understanding since October 16, 2023.

Following such discussions and negotiations, the Company decided to implement the Tender Offer at the resolution of the board of directors dated today.

(II) Process of and grounds for decision-making by the Target

On August 21, 2023, the Target received an explanation from Pasona Group that it expected a transaction by which the Company would make the Target a consolidated subsidiary through a tender offer premised on the acquisition of all the Target Shares held by Pasona Group. Subsequently, on August 24, 2023, the Target received a letter of intent from the Company stating that it was considering the execution of a tender offer premised on the acquisition of all the Target Shares held by Pasona Group and a business tie-up with the Target. The Target established a special committee consisting of Tomonori Fujiike, Nobuyasu Kubo, and Toshiaki Hamada, all of who are its outside directors (audit and supervisory committee members) (the "Special Committee," and for the specific activities of the Special Committee, please see "(iv) The Target's Measure to Establish the Independent Special Committee and Obtain a Report" in "(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest") based on the resolution at the board of directors of the Target held on August 31, 2023 in order to eliminate arbitrariness in the Target's decision-making regarding the Tender Offer, ensure fairness, transparency and objectivity in the Target's decision-making process, and avoid conflicts of interest in light of the fact that the Company and Pasona Group, the Target's parent company, intended to execute a tender offer agreement to tender the Target Shares held by Pasona Group in the Tender Offer, and the interest of Pasona Group may not necessarily coincide with that of the minority shareholders of the Target, and the Target responded to the Company on the same day that it would officially consider the proposal for the Tender Offer.

In addition, in late August 2023, the Target began consulting with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ("MUMSS") and Mori Hamada & Matsumoto with regard to how to respond to the letter of intent received from the Company, and the Special Committee confirmed on August 31, 2023 that there were no problems with MUMSS and Mori Hamada & Matsumoto from the prospective of the independence from Pasona Group, the Company, and the Target, as well as their expertise, and approved the appointment of MUMSS and Mori, Hamada & Matsumoto as a financial advisor and a legal advisor of the Target, respectively.

Thereafter, from mid-September to late October 2023, the Company conducted a due diligence on the Target with respect to its business, financial and tax affairs, and legal affairs, etc. In parallel with this, the Target discussed and examined matters such as the purpose of the Tender

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Offer, the management policy of the Target after the Tender Offer and synergies, and held meetings with the Company's management. In addition, the Target requested the Company and Pasona Group to consider the possibility that the Tender Offer might result in the Target Shares meeting the delisting standards and how to deal with such situation.

As a result of these considerations, the Target determined that the Tender Offer would contribute to the enhancement of its corporate value and decided at the board of directors held today to support the Tender Offer on the ground that the Target can expect that that will contribute to accelerating the implementation of the Targe's Group medium-term management plan and also can expect opportunities for further growth and development if the Target becomes a consolidated subsidiary of the Company and establishes a cooperative structure with the Company to work on the creation of synergies through the sharing of their resources and knowhow as described below:

(a) Further strengthening and differentiating the healthcare business

The Target believes that it can further strengthen and expand its existing healthcare business by taking advantage of the Company's network of medical institutions and healthcare professionals. In addition, by adding unique healthcare-related services that utilize Company's various platforms that connect doctors and patients to the Target's existing healthcare services and providing such services to the Target's corporate clients, the Target will be able to provide continuous mental and physical health management support to employees of its corporate clients over a longer lifecycle, thereby offering health management support services with a better system.

(b) Further strengthening and differentiating the employee benefit business

The health-related field is one of the fields of interest for the Target's members among the services provided in the employee benefit business, and the Target believes that by incorporating the Company's healthcare-related online consultation, counseling, and information services into the Target's employee benefit business services, it can expect to differentiate its services and also expect the effect to encourage the members to use its services. The Target also believes that promoting cross-selling to the members in the Company's network of medical institutions will lead to expansion of the membership in its employee benefit business.

(c) Supporting system development and operation

The Target considers that securing competent IT engineers and promoting insourcing of system operations are necessary in order for the Target's Group to secure a competitive advantage, evolve its business in response to changes in the environment, and achieve sustainable growth, and it recognizes the recruitment and securing of IT personnel as an important management theme. The Company's Group, which offers several unique services on its own platform, has a lot of successes in recruiting competent IT engineers and insourcing at its group companies. Thus, the Target believes that taking advantage of the knowledge and resources related to IT that the Company has developed, will enable it to improve the efficiency in system development that supports the further growth of the Target's Group as well as to promote insourcing of the operation.

(d) Supporting M&A promotion

The Target believes that it is necessary to actively engage in corporate acquisitions and capital alliances through M&As in order to capture the diverse growth opportunities surrounding the Target's Group in a speedy manner. The Target also believes that by making use of the Company's M&A resources, know-how, and network, it will be able to promote M&As that can be expected to have economic effect resulting from expansion of the operation of the

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