Tsubaki Nakashima : Business Alliance and Financing with Advantage Advisors Co., Ltd

Business Alliance and Financing with Advantage Advisors Co., Ltd.

October 18, 2023

Tsubaki Nakashima Co., Ltd.

（Prime Market of TSE 6464）

Purpose of Business Alliance and Fundraising to Increase Corporate Value

Proactively consider and steadily implement various measures to improve business performance by utilizing the know-how received from Advantage Advisors in the management measures being undertaken by the Group.

• Strengthening sales
• • Reviewing unprofitable products, etc.
• Restoring earning power
• • Rebuilding the U.S. and linear business

"Best in Class" manufacturing company

Increase in the corporate value of the group

• Improving development speed
• Streamlining and strengthening development resources
• Investing in human resources
• Strengthening DX initiatives, etc.

Providing Strategic Advice Providing growth capital

Copyright © 2023 Tsubaki Nakashima Co, Ltd. All rights reserved.

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Summary of Advantage Advisors

A pioneer in private equity investment with over 25 years of experience in 110 investments worth over 500 billion yen (Note1)

Philosophy

Advantage Partners nurtures its portfolio companies to be able to grow as competitive companies even after they have left its funds, and supports an investment process and post-investment management process which allows it to provide value not only to its funds and investors, but also to all affiliated parties, including other shareholders, employees and their families, business partners, and financial institutions, so that they can enjoy the economic value through the fund investments.

Four Investment Strategy of Advantage Partners

Buyouts	Private
solutions
in Japan

	Renewable Energy
Buyouts	/Sustainability
in Asia

Advantage Advisors

Within the Advantage Partners Group, a pioneer in Japanese private equity funds, Advantage Advisors is responsible for a "private solutions" strategy in which it acquires shares of listed companies, etc. and works hand in hand with the

management teams of those companies to enhance corporate value.

		Sun Frontier Fudousan Co., Ltd.
Development Bank of	RENAISSANCE INCORPORATED	KOSHIDAKA HOLDINGS Co., LTD.
Japan Inc. (Note 2)	VisasQ Inc.	Saint Marc Holdings Co., Ltd.
NTT DoCoMo Inc.	Star Flyer Inc.	Star Flyer Inc.
	Ferrotec Holdings Corporation	The Monogatari Corporation

Note 1: The number of investments does not include subsequent investments, and the stated amount includes investments through co-investment funds for which Advantage Partners provides services.

Note 2: Development Bank of Japan Inc has been supporting the Advantage Advisors Growth Support Investment Limited Partnership since 2019, and is utilizing a "Special Investment Operations" scheme for investment projects from the Partnership which meets the requirements to qualify for "Special Investment Operations" (which meet the policy goals of (i) revitalizing the regional economy or (ii) increasing competitiveness of Japanese companies while (iii) promoting the supply of funds for the self-reliant development of private businesses) and business requirements (including the effective use of management support, management innovation, and improvement of productivity and profitability). 2 Development Bank of Japan Inc will also support this case by utilizing a "Special Investment Operations" scheme.

Details of Business Alliance and Fundraising to Increase

Corporate Value

• Business aspects
• • Recruiting
  • Strengthening business management

systems

• • Promoting M&A (including capital tie-ups)
  • Others
• Financial aspects
• • Combination of CBs and SARs to strengthen capital and raise funds while limiting immediate dilution impact

Increase in the corporate value of the group

Copyright © 2023 Tsubaki Nakashima Co, Ltd. All rights reserved.

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Outline of Capital Increase through Third-Party Allotment

Type	Convertible bonds	Share acquisition rights
with share acquisition rights
Payment date/Allotment date	November 9, 2023
Amount of funds to be	10.02 billion yen	5,029,265,724 yen
acquired	Issue price ：29,271,324 yen
Bond interest rate	0%	-
Maturity	5 years	-
Convertible period	5 years from the day after the allotment date	5 years from the day after the allotment date
(Exercisable period)	In principle, convertible (exercisable) only when exceeding 120%	In principle, conversion is not possible for six months from the allotment date.
of the conversion price (exercise price)
Conversion price	Initial conversion price (initial exercise price)：796 yen
(Exercise price)	Floor conversion price (floor exercise price) ：676 yen

Copyright © 2023 Tsubaki Nakashima Co, Ltd. All rights reserved.

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