Freee K K : Acquisition of Equity Interest in Nonmo LLC (Conversion into a Subsidiary) and Absorption-type Merger (Simplified Merger and Short-form Merger)

Note: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. No warranties or assurances are given regarding the accuracy or completeness of this English translation. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.

	June 9, 2021
Company Name	freee K.K.
Representative	Daisuke Sasaki, CEO and
	Representative Director
Code No.	4478, Tokyo Stock Exchange
	Mothers
Contact	Sumito Togo, CFO and Director
	(Tel. [phone])

Acquisition of Equity Interest in Nonmo LLC (Conversion into a Subsidiary) and

Absorption-type Merger (Simplifed Merger and Short-form Merger)

freee K.K. (hereinafter the "Company") hereby announces that at the meeting of Board of Directors held today, the Company resolved to acquire (hereinafter the "Acquisition") all equity interest of Nonmo LLC (hereinafter "Nonmo") on June 30, 2021 (subject to change) to reorganize it into a subsidiary. Following the Acquisition, the Company will absorb and merge Nonmo into itself (hereinafter the "Merger") on the effective date of August 10, 2021 (subject to change). The Merger will become effective if the Acquisition of equity interest is conducted, and is the absorption-type merger with the wholly owned subsidiary omitting an approval at a general meeting of shareholders. Accordingly, some items to be disclosed and some contents are omitted.

I. Reason for the Acquisition of equity interest and purpose of the Merger

With the mission of "Empower small businesses to take center stage," the Company aims to create a platform that allows anyone with ideas, passion, and skills to easily grow a robust and streamlined business by developing and providing services centering on the integrated cloud ERP. The Company believes that small businesses are capable of realizing their ideas with great speed and therefore can create various innovations and lead new movements in society by stimulating large enterprises.

Nonmo provides, through its app named "Taxnote," a service that enables small businesses to prepare accounting books effortlessly by simply using a mobile device. The conversion of Nonmo into a subsidiary will allow the Company to offer more variety of mobile-based accounting services for small businesses and meet more diverse demands from them.

Note: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. No warranties or assurances are given regarding the accuracy or completeness of this English translation. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.

1. Acquisition of equity interest
   1. Outline of the subsidiary to be reorganized (Nonmo LLC)

(1)	Name	Nonmo LLC
(2)	Location	Tondabayashi-shi, Osaka, Japan
(3)	Name and title of the	Non Umemoto, Representative Partner
	representative
(4)	Nature of business	Development and provision of "Taxnote" bookkeeping app
(5)	Share capital	JPY 500,000
(6)	Date of	July 2017
	establishment
(7)	Shareholding ratio	Non Umemoto: 100.0%
(8)	Relationship with the	Capital relationship		Not applicable
	listed company
	Personal relationship		Not applicable
		Business relationship		Not applicable
(9)	Latest results of	Fiscal year end		June 2020
	operations and
	Net assets		32
	fnancial position
	(in JPY million)
	Total assets		35
		Net sales		38
		Operating income		14
		Ordinary income		15
		Net income		11

Note:

Certain disclosure items and descriptions are omitted as the Acquisition falls under the category of cases in which voluntary disclosure is allowed.

2. Outline of the person whose equity interest will be acquired

(1)	Name	Non Umemoto
(2)	Address	Setagaya-ku, Tokyo, Japan
(3)	Relationship between	There are no items to be described.

Note: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. No warranties or assurances are given regarding the accuracy or completeness of this English translation. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.

the listed company and the individual

3. Status of equity interests before and after the Acquisition and the acquisition price

(1)	Investment ratio	0.0%
	before the Acquisition
(2)	Equity to be acquired	100.0%
(3)	Investment ratio after	100.0%
	the Acquisition

Note:

The acquisition price is not disclosed as the Acquisition falls under the category of cases in which voluntary disclosure is allowed and the agreement with the acquiree. The acquisition price was discussed through multiple sessions between the acquirer and the

acquiree based on a third-party evaluation, and fnally decided after approval was granted by resolution of the Company's Board of Directors.

4. Schedule

(1)	Date of resolution of	June 9, 2021
	the board of directors
(2)	Date of signing of the	June 9, 2021
	Merger agreement
(3)	Date of execution of
	the equity interest	June 30, 2021 (subject to change)
	acquisition

1. Merger
   1. Summary of the Merger
2. 1. Schedule of the Merger

(1)	Date of resolution of the	June 9, 2021
	board of directors
(2)	Date of signing of the	June 30, 2021
	Merger agreement
(3)	Effective date of the Merger	August 10, 2021 (subject to change)

(2) Merger method

The Merger will be an absorption-type merger with the Company as the surviving company. Nonmo will be dissolved.

Note: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. No warranties or assurances are given regarding the accuracy or completeness of this English translation. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.

(3) Deals of allotment through the Merger

No shares or cash/cash equivalents will be allotted under the Merger as Nonmo will remain the Company's wholly-owned subsidiary as of the effective date of Merger (scheduled), August 10, 2021.

1. Handling of stock acquisition rights and bonds with stock options upon the Merger Not applicable.

2. Overview of the companies involved in the Merger

		Surviving company	Absorbed company
(1)	Name	freee K.K.		Nonmo LLC
(2)	Location	8-1, Nishigotanda 2-chome,	Tondabayashi-shi, Osaka, Japan
		Shinagawa-ku, Tokyo, Japan
(3)	Name and title of	Daisuke Sasaki, CEO and	Non Umemoto, Representative
	representative	Representative Director	Partner
(4)	Nature of business	Development and provision of	Development and provision of
		integrated cloud ERP services	"Taxnote" bookkeeping app
(5)	Capital	JPY 6,406 million(1)		JPY 0.5 million
(6)	Founded	July 2012		July 2017
(7)	Number of outstanding	49,727,438 (1)		Not applicable
	shares
(8)	Fiscal year end	June 30		June 30
(9)	Major shareholders and	Daisuke Sasaki	22.97	Non Umemoto	100.00
	ownership ratio (%) (2)	GOLDMAN, SACHS & CO. REG
		(Standing proxy: Goldman Sachs
		Securities Japan Co., Ltd.)
			9.61
		DCM VI, L.P. (Standing proxy:
		Mitsubishi UFJ Morgan Stanley
		Securities Co., Ltd.)	6.19
		Recruit Co., Ltd.	4.64
		Ryu Yokoji	4.36
(10)	Financial position and results of operations in the prior fscal year (in JPY million)

Note: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. No warranties or assurances are given regarding the accuracy or completeness of this English translation. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.

	Accounting period	Fiscal year ended in June 2020	Fiscal year ended in June 2020
	(consolidated)
	Net assets	13,854	32
	Total assets	17,898	35
	Net assets per share	278.29 yen	Not applicable
	Net Sales	6,895	38
	Operating income	-2,681	14
	Ordinary income	-2,938	15
	Net income	-2,972	11
	Net income per share	-66.18 yen	Not applicable

Note

1. As of March 31, 2021.
2. As of December 31, 2020 for freee K.K.; as of June 9, 2021 for Nonmo LLC.
3. Status after the Merger

No changes will be made as a result of the Merger to the Company's name, location of the head offce, name and title of the representative, nature of business, capital, and the accounting period.

IV. Future outlook

Upon the Acquisition, Nonmo will become the Company's consolidated subsidiary. The deemed date of acquisition applied for consolidation accounting will be June 30, 2021. Accordingly, the Company's consolidated fnancial statements for the current consolidated fscal year will include Nonmo's balance sheet only, and the Company assumes that the impact of the Acquisition on the consolidated fnancial results of the year ending in June 2021 is expected to be limited.