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Notification of Change in Consolidated Subsidiary (Transfer of Shares and Holdings)

Jan. 05, 2018
Recruit Holdings Co.,Ltd.

Recruit Holdings Co., Ltd. (the "Company") announces that it decided today to transfer the shares of its consolidated subsidiaries, Travel Book Philippines, Inc. ("TB"), PT. Go Online Destinations ("PG") and MyTour Vietnam Company Limited ("MT"), as follows.

1. Reason for transfer of shares

To realize growth in the Company's Overseas Marketing Solutions, the Company's strategy is to verify the effectiveness of the knowhow developed in the domestic business at companies made into subsidiaries and to raise the value of those subsidiaries by leveraging the knowhow.

Under this strategy, the Company made companies which engage in online travel agency services in the ASEAN region, namely TB in the Philippines in 2014, and PG in Indonesia and MT in Vietnam in 2015, its subsidiaries, and has since worked to operate these companies.

While the initially expected goals have been met with regard to the verification of the effectiveness of knowhow held by the Group, in consideration of the competitive environment of the market surrounding online travel agency services in the ASEAN region, the Company has reached the conclusion that maintaining and developing businesses in line with new strategies will lead to maximizing each company's value.

As a result of considering the appropriate operating structure, the Company has decided to transfer its entire holdings to Jet Tech Innovation Ventures Pte. Ltd.

2. Outline of the subsidiaries to be changed (TB, PG, and MT)

1) TB

(1) Name Travel Book Philippines, Inc.
(2) Location 18/F Galleria Corporate Center, EDSA corner Ortigas Ave., Brgy. Ugong Norte, Quezon City, Philippines 1100
(3) Title and name of the representative Hiroyuki Murai, CEO
(4) Description of business Online travel agency services
(5) Capital PHP 580,949,898
(6) Foundation December 28, 2012
(7) Major shareholders and shareholding ratio
Recruit Holdings Co., Ltd. 34.77%
Recruit Global Incubation Partners Co., Ltd. 65.23%
(8) Relationship between the Company and TB Capital relationship Wholly-owned subsidiary of the Company.
Human relationship Three employees of the Company and its subsidiary concurrently serve as Directors of TB.
Business relationship Business relationships concerning system license agreement exist between the Company and TB.
(9)Financial results and financial position of TB for the last three years (Unit: PHP)
Fiscal year Year ended December 31, 2014 Year ended December 31, 2015 Year ended December 31, 2016
Net assets 51,541,924 83,348,716 49,766,729
Total assets 71,147,310 101,940,438 74,685,624
Net sales 825,786 21,327,648 37,187,602
Operating income (61,509,019) (89,007,193) (136,816,171)
Ordinary income (60,481,257) (88,026,909) (135,496,046)
Profit (60,688,319) (88,193,208) (135,581,987)

2) PG

(1) Name PT. Go Online Destinations
(2) Location Jl. Raya Pejuangan No. 23 Kelurahan Kebon Jeruk, Kecamatan Kebon Jeruk, West Jakarta, Indonesia
(3) Title and name of the representative Hisao Miki, President Director
(4) Description of business Online travel agency services
(5) Capital IDR 261,068,500,000
(6) Foundation September 15th, 2011
(7) Major shareholders and shareholding ratio
Recruit Holdings Co., Ltd. 95.7%
Recruit Global Incubation Partners Co., Ltd. 4.3%
(8) Relationship between the Company and PG Capital relationship Wholly-owned subsidiary of the Company.
Human relationship Two employees of the Company's subsidiary concurrently serve as Directors of PG.
Business relationship Business relationships concerning system license agreement exist between the Company and PG.
(9)Financial results and financial position of PG for the last three years (Unit: IDR)
Fiscal year Year ended December 31, 2014 Year ended December 31, 2015 Year ended December 31, 2016
Net assets 8,975,506,872 46,829,284,289 26,139,312,387
Total assets 11,293,471,858 61,079,277,965 47,992,585,058
Net sales 49,684,090,680 185,094,977,240 424,637,418,925
Operating income (17,422,693,164) (4,538,148,542) 11,666,966,266
Ordinary income (17,015,636,942) 42,987,730,667 5,193,510,598
Profit (17,015,636,942) 37,853,777,417 2,310,028,098

3) MT

(1) Name MyTour Vietnam Company Limited
(2) Location Floor 4, GP Invest Building, 170 De La Thanh, O Cho Dua Ward, Dong Da District, Hanoi, the Socialist Republic of Vietnam
(3) Title and name of the representative Takahiro Aoki, CEO
(4) Description of business Online travel agency services
(5) Capital VND 269,913,000,000
(6) Foundation August 30th, 2012
(7) Major shareholders and shareholding ratio
Recruit Global Incubation Partners Co.Ltd. 93.54%
Viet Nam Price Joint Stock Company 6.46%
(8) Relationship between the Company and MT Capital relationship Wholly-owned subsidiary of the Company.
Human relationship Two employees of the Company's subsidiary concurrently serve as Directors of MT.
Business relationship There are no significant business relationships to be noted.
(9)Financial results and financial position of MT for the last three years (Unit: VND)
Fiscal year Year ended December 31, 2014 Year ended December 31, 2015 Year ended December 31, 2016
Net assets 23,776,879,417 (17,187,856,724) 14,399,673,436
Total assets 35,375,598,787 39,386,882,613 40,497,137,867
Net sales 64,527,422,656 88,705,997,905 128,467,222,148
Operating income (23,656,542,754) (41,236,337,710) (49,383,882,725)
Ordinary income (23,769,338,825) (40,964,736,141) (49,312,469,840)
Profit (23,769,338,825) (40,964,736,141) (49,312,469,840)

3. Outline of the recipient of the transfer of shares

(1) Name Jet Tech Innovation Ventures Pte. Ltd.
(2) Location 2 Shenton Way #18-01 SGX Centre I Singapore 068804
(3) Title and name of the representative Hendrik Susanto, Director
(4) Description of business Investment Holding Company
(5) Capital USD 1
(6) Foundation October 20th, 2017
(7) Net assets USD 1
(8) Total assets USD 1
(9) Major shareholder and shareholding ratio Jet Tech Ventures Pte. Ltd. 100%
(10) Relationship between the Company and Jet Tech Innovation Ventures Pte. Ltd. Capital relationship There are no applicable items.
Human relationship There are no applicable items.
Business relationship There are no applicable items.
Status as a related party There are no applicable items.

4. Number of shares (or holdings) to be transferred, transfer price and number of shares held (or holdings) before and after the transfer

TB

(1) Number of shares held before the change 580,950,000 shares
(Number of voting rights: 580,950,000 units)
(Ratio of voting rights held: 100.00%)
(2) Number of shares to be transferred 580,950,000 shares
(Number of voting rights: 580,950,000 units)
(3) Number of shares held after the change 0 shares
(Ratio of voting rights held: 0.00%)

PG

(1) Number of shares held before the change 522,137 shares
(Number of voting rights: 522,137 units)
(Ratio of voting rights held: 100.00%)
(2) Number of shares to be transferred 522,137 shares
(Number of voting rights: 522,137 units) )
(3) Number of shares held after the change 0 shares
(Ratio of voting rights held: 0.00%)

MT

(1) Number of shares held before the change 252,483,000,000 units
(Number of voting rights: 252,483,000,000 units)
(Ratio of voting rights held: 93.54%)
(2) Number of shares to be transferred 252,483,000,000 units
(Number of voting rights: 252,483,000,000 units)
(3) Number of shares held after the change 0 units
(Ratio of voting rights held: 0.00%)

The total transfer price for TB, PG and MT is USD 66.8 million.

5.Schedule

(1) Date of resolution January 5th, 2018
(2) Date of agreement January 5th, 2018
(3) Date of execution of transfer of holdings March 29th, 2018 (planned)

6.Change in sub-subsidiary

Go Online Destinations Singapore Pte. Ltd., a wholly-owned subsidiary of PG, will become a wholly-owned subsidiary of the Company, in conjunction with the transfer of PG shares.

A decision has been made to liquidate Go Online Destinations Singapore Pte. Ltd. and the Company has commenced liquidation procedures.

(Outline of the sub-subsidiary to become a subsidiary)

(1) Name Go Online Destinations Singapore Pte. Ltd.
(2) Location Singapore, Republic of Singapore
(3) Title and name of the representative Hiroyuki Murai, Director
(4) Description of business Company supporting online travel business
(5) Capital USD 12,492,217
(6) Foundation June 29th, 2015
(7) Major shareholder and shareholding ratio PT. Go Online Destinations  100.0%
(8) Date of change January, 2018 (planned)

*As this is an intra-group transfer of a sub-subsidiary, the following items are omitted from the above description: "Relationship between the Company and Go Online Destinations Singapore Pte. Ltd.," "Financial results and financial position of Go Online Destinations Singapore Pte. Ltd. for the last three years," and "Number and amount of shares to be transferred" and "Number of shares held before and after the transfer, and ratio of voting rights held."

(Outline of the recipient of the transfer of shares)

(1) Name Recruit Holdings Co., Ltd.
(2) Location 8-4-17 Ginza, Chuo-ku, Tokyo
(3) Title and name of the representative Masumi Minegishi, President, CEO, and Representative Director
(4) Description of business Formulation of group management policy and corporate administration
(5) Capital ¥10.0 billion
(6) Foundation August 26th, 1963
(7) Major shareholders and shareholding ratio
TOPPAN PRINTING CO., LTD. 6.66%
Dai Nippon Printing Co., Ltd. 4.19%
DENTSU INC. 3.71%
Japan Trustee Services Bank, Ltd. (Trust Account) 3.18%
The Recruit Group Employees Shareholding Association 2.97%
JP MORGAN CHASE BANK 380055 (standing proxy: Settlement & Clearing Services Department, Mizuho Bank, Ltd.) 2.78%
The Master Trust Bank of Japan, Ltd. (Trust Account) 2.47%
TOKYO BROADCASTING SYSTEM TELEVISION, INC. 1.96%
Nippon Television Network Corporation 1.96%
NTT DATA Corporation 1.85%
(8) Date of change January, 2018 (planned)

*As this is an intra-group transfer of a sub-subsidiary, the following items are omitted from the above description: "Relationship between the Company and Go Online Destinations Singapore Pte. Ltd.," "Net assets and total assets for the immediately preceding fiscal year," "Number and amount of shares acquired," and "Number of shares held before and after the acquisition, and ratio of voting rights held."

7.Future outlook

The impact of this matter on the Company's consolidated financial results for the year ending March 31, 2018 will be minor.