12 Vol. 28 Net One Systems Co., Ltd.
Transcription
12 Vol. 28 Net One Systems Co., Ltd.
Shareholder Information Fiscal Year April 1 through March 31 Annual Shareholders Meeting June Dates of Record Annual Shareholders Meeting March 31 Year-End Dividend March 31 Interim Dividend September 30 Shareholder Registry Administrator and Special Account Management Institution Sumitomo Mitsui Trust Bank, Limited 1-4-1, Marunouchi, Chiyoda-ku, Tokyo Shareholder Registry Administrator 1-4-1, Marunouchi, Chiyoda-ku, Tokyo Office Contact Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank, Limited Mailing Address Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank, Limited 1-10 Nikko-cho, Fuchu-shi, Tokyo 183-8701, Japan Telephone 0120-176-417 Website http://www.smtb.jp/personal/agency/index.html Stock Listing First Section of Tokyo Stock Exchange Securities Code 7518 Share Unit (Trading Unit) 100 shares Method of Public Notice Public notices of the Company shall be made via electronic notification. In the event that this method is not available due to accidents or other circumstances, the Company will publish announcements via the Nihon Keizai Shimbun. 12 Vol. 28 Announcement URL http://www.netone.co.jp/ April 1, 2012 to September 30, 2012 Procedures relating to share transactions Shares registered in accounts of securities firms and others Procedures, inquiries, etc. Contact address Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank, Limited 1-10 Nikko-cho, Fuchu-shi, Tokyo 183-8701, Japan Tel: 0120-176-417 Inquiries on sending and return of mailed material Inquiries on dividends after the payment period Shareholder Registry Administrator equest for purchase of a share less than one unit R and inquiries and procedures other than the above Please contact the securities firm or equivalent where you hold your account. Shares registered in special accounts Procedures, inquiries, etc. Contact address equest for transfer from special account to R general account Change of address, name, etc. Inquiry on the balance of the special account Change of method for receiving dividends Special Account Management Institution Inquiries about the sending and return of mailed material Inquiries about dividends after the payment period Shareholder Registry Administrator Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank, Limited 1-10 Nikko-cho, Fuchu-shi, Tokyo 183-8701, Japan Tel: 0120-176-417 —Notice— (Mailing Address) As of January 4, 2013, the mailing address and telephone number of the Stock Transfer Agency Business Planning Dept. of Sumitomo Mitsui Trust Bank, Limited will change as denoted at right. (Telephone) Net One Systems Co., Ltd. Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank, Limited 2-8-4 Izumi, Suginami-ku, Tokyo 168-0063, Japan 0120-782-031 2-2-8 Higashi Shinagawa, Shinagawa-ku, Tokyo 140-8621, Japan Tel: +81-3-5462-0800 http://www.netone.co.jp/english/ CONTENTS To Our Shareholders P. 1 Operating Results P. 3 Special Topics P. 5 Consolidated Financial Statements P. 7 Stock Information / Corporate Data P. 9 Securities Code: 7518 To Our Shareholders For the first-half period of the fiscal year ending March 31, 2013 Q How did the Company perform during the first-half period under review? 11,892 million yen (up 61.3%) and revenue stood at Revenue grew, yet income declined bookings accepted were 24,524 million yen (up 16.2%) Bookings accepted stood at 81,490 million yen (up Bookings accepted (unit: million yen) 1st half 2nd half 9,057 million yen (up 61.6%). For service businesses, 81,000 or more 162,490 or more (estimated) (estimated) 81,490 FY2012 and revenue was 22,957 million yen (up 2.4%). 4.3% year over year), revenue totaled 76,997 million 82,511 160,667 78,155 FY2011 yen (up 10.4%), and operating income was 4,595 Takayuki Yoshino million yen (down 26.4%). As a result, we saw a President & CEO growth in revenue but a decline in income. Gross profit Q also declined, owing to a drop in revenues from service We at Net One Systems Co., Ltd. have made it our most important priority to achieve “sustainable growth” under the current management policy. To accomplish this, revenue from certain higher margin products, and We will strive to surpass our revised earnings forecast delays in reducing subcontract expenses. Operating Despite solid bookings accepted from central and local income declined due to the decline in the gross profit, governments, we expect both bookings accepted and businesses, including equipment maintenance, a fall in even though we succeeded in curbing selling, general revenue to fall below our initial forecast due to a drop we have laid out the key strategies of and administrative expenses, as in FY2011 (April 1, in bookings accepted from telecom carriers. In terms of (1) improving of customer satisfaction, 2011 to March 31, 2012). income, we anticipate that revenue from certain higher (2) providing new platform, and (3) improving margin products will decline and that delays in reducing of employee satisfaction. subcontract expenses will persist in the third quarter As part of these three strategies, during the consolidated first-half period of FY2012 (April 1, Q 2012 to March 31, 2013), we established the every effort to exceed the downward revisions to our Significant recovery seen in Public Sector (AP Sector) earnings forecast for FY2012 announced on October yen and operating income of 11,295 million yen. can experience firsthand demonstrations of recovery in the first-half period under review, but overall With respect to our year-end dividend, we plan to next-generation data centers and virtualization. a weak undertone persisted. In Telecom and Internet boost our consolidated payout ratio at 30% or We also stepped up marketing efforts to provide Service Provider Sector (SP Sector), we experienced more and the dividend of 17.00 yen per share our latest ICT system infrastructure-building generally modest growth in terms of revenue from announced at the start of FY2012 at the 26th Annual mobile communications and Internet service providers. Shareholders Meeting. we witnessed a rapid recovery, centered on revenue research on infrastructure and business practices, administrative agencies. In Partner Sector (NOP), thus positioning us to better serve the needs of we moved forward steadily with strengthening of our ICT systems are playing an increasingly important role in our customers that have established operations business through tie-ups with partner companies. business activities. They are helping to popularize added support as well as packaged solutions Q 83,500 160,497 (estimated) (estimated) 76,997 FY2012 2nd half 87,881 157,633 69,752 FY2011 FY2010 59,536 FY2009 58,872 71,320 130,857 65,498 124,370 68,761 131,119 62,358 FY2008 1st half 2nd half 11,295 6,700 (estimated) (estimated) 4,595 FY2012 6,245 FY2011 8,984 15,229 communication environment from infrastructure Q integration using virtualization technologies. During the How did each product category perform? remaining part of FY2012, we aim to provide Strong growth seen from the strategic platform products infrastructure-building solutions for ICT systems that leverage our experience gained from introducing and that maximize return on investment and For network products, bookings accepted amounted operating our own ICT systems and from verified optimize modes of use for ICT systems used by to 45,072 million yen (down 9.3% year over year) and testing under the theme “Execution & Experience.” our customers. revenue totaled 44,981 million yen (up 7.8%). November 2012 1st half Please give your message to shareholders. mobile devices and evolve an efficient and secure in the Asia-Pacific region. part of our commitment to provide high-value- Revenue (unit: million yen) Operating income (unit: million yen) from central and local governments and incorporated these operating bases further as an integral 66,230 130,821 64,590 FY2008 In Regional Area and Public Sector (AP Sector), building of a support system, which will include Going forward, we will seek to develop 66,600 128,195 61,595 FY2009 25, 2012, which include revenue of 160,497 million In Enterprise Sector (EP Sector), we saw something of a office in Singapore and moved forward with the 71,775 136,404 64,629 FY2010 and beyond. Given these circumstances, we will make Please describe the business environment. Solution Briefing Center (SBC), where customers solutions. In addition, we opened a representative 1 What is your outlook for the Company’s annual results? For platform products, bookings accepted totaled I would like to ask for your continued support and FY2010 1,752 FY2009 FY2008 3,945 2,727 3,585 5,697 2,273 5,000 5,296 8,881 encouragement. Net One Report 2012 2 Operating Results Business Overview Overview by Market Sector On the basis of the engineering capabilities that we have developed over past decades as a network integrator, As customer needs diversify, the characteristics of ICT markets vary depending on the region and on we offer networks, facilities, security, platforms, and unified collaboration solutions essential to advanced corporate conditions. ICT systems in multi-vendor environments. We provide one-stop services encompassing product To closely monitor the markets and provide the solutions best suited to our customers, we broadly divide development, consulting, design, construction, introduction, education, and maintenance and the markets into four sectors. operation management. Enterprise: Revenue by product category Revenue First half of FY2011 First half of FY2012 ¥69,752 million ¥76,997 million Service businesses 32.2% Platform products Service businesses 29.8% Network products Network products 59.8% 58.4% Platform products 8.0% 11.8% EP Sector ¥14,031 18.2% Telecom and Internet Service Provider: Revenue million SP Sector ¥41,381 53.7% million In Enterprise Sector (EP Sector), we operate In Telecom and Internet Service Provider Sector businesses for automotive, electronics, and other (SP Sector), we serve fixed-line and mobile manufacturing companies, transport, service, and carriers and Internet service providers. We are other non-manufacturing businesses, financial working together with customers providing institutions including foreign-capital firms. We network infrastructure and network-related support those customers who require large ICT services to develop a social infrastructure. systems and who wish to save time and money, During the first-half period under review, we and who seek to improve their effectiveness with experienced generally modest growth from advanced ICT solutions. Despite the challenging mobile carriers and internet service providers, business environment during the first-half period as revenue rose year over year. On the other under review we saw a recovery in the second hand, bookings accepted declined compared to quarter, but we were unable to make up for the the same period of FY2011. drop-off in the first quarter, as both bookings Network products Platform products accepted and revenue for the EP Sector declined Service businesses To integrate ICT systems, an Platform products add convenience Service businesses are meant to provide environment that provides high-quality, and efficiency to ICT-based information consistent support for consulting for stress-free communication must be communications. Secure and reassuring introduction of ICT systems, planning, created, and it must be operated with systems operation with high efficiency design, construction, maintenance, reliability. In the category of network requires a total design that integrates operation and optimization. We provide products, we provide an optimal security technologies with servers and comprehensive services that span the combination of communication devices storage with the use of virtualization entire life-cycle of an ICT system built tailored to customers’ environments, technologies. We also support unified for multi-vendor environments. Through from integration of large systems for collaboration that encourages our support services for various advanced, telecommunications to intra network dialogues in video conferencing and cutting-edge ICT systems, we are systems. Centering on relay devices for other virtual spaces to help customers helping our customers to fulfill their ICT controlling data transfer such as routers improve productivity. strategy and reutilize ICT systems. and switches as network infrastructure components, our extensive array of communication equipment also includes optical transfer systems and wireless control systems. Optimize ICT system Operate Implement 3 Prepare Plan Design year over year. AP Sector Regional Area and Public: Revenue ¥13,677 17.8% million In Regional Area and Public Sector (AP Sector), we operate a business for the public sector, including central and local governments, research and education institutions, cable operators, medical service providers, electric power suppliers, and regional private companies. We provide technical support for the use of telecommunication infrastructure that stretches across the country, for improvements to information infrastructure within campuses, for building systems used by boards of education that are based on Japan’s Vision for ICT in Education, and for public-private joint projects. During the first-half period under review, we recorded an increase in both bookings accepted and revenue year over year thanks mainly to demand from central and local governments for ICT system infrastructure and upgrades. Net One Partners: Revenue NOP ¥7,593 9.9% million Net One Partners Co., Ltd. (Partners Sector) offers new value-added solutions on the basis of the distributer business model instead of through direct sales, in joint projects with partner firms in a bid to open new markets. To acquire new customers, we integrate our resources with the system solutions at which our partner firms excel, to enter a broader array of markets. During the first-half period under review, we moved forward steadily with strengthening of our business through tie-ups with partner firms, resulting in a year-over-year increase in both bookings accepted and revenue. Net One Report 2012 4 Special Topics Improving of customer satisfaction Helping customers to achieve solutions to the urgent business challenges they face Improving of customer satisfaction Providing new platform (differentiation from manufacturers) Improving of employee satisfaction Established the Solution Briefing Center to showcase next-generation ICT platforms Using real machines, we demonstrate private clouds, business continuity planning/disaster recovery, and work-style innovations, which are expected to serve as important aspects of future ICT strategy Already winning strong acclaim and new bookings accepted from specific customers The latest unified communication capable of bringing about innovations in work styles can be much better understood through a demonstration using real machines, rather than showing its component elements and features of functions. Since opening on July 2, 2012, the SBC has been Showcasing the Company’s validated, latest multi-vendor equipment Established the Solution Briefing Center to showcase demonstrations of next-generation ICT platforms Net One Systems opened its new Solution The SBC focuses on urgent business challenges Briefing Center (SBC) at its TFT Office in Shinagawa, that customers face today, including productivity Tokyo on July 2, 2012. The SBC helps our customers improvements, reducing the total cost of to experience demonstrations of next-generation ownership (TCO), and business continuity. ICT platforms that comprise validated cutting- Currently, the SBC is providing demonstrations of edge equipment in large-scale multi-vendor cutting-edge solutions on the themes of private environments. Currently, the SBC showcases three clouds, business continuity planning/disaster solutions focused on the themes of business recovery and work-style innovations. Following continuity and productivity improvements, the major earthquake and tsunami that struck providing demonstrations to CIOs, managers and Japan in 2011, companies are more interested engineers from our customers. Demonstrations than ever in virtual desktop environments that enable provide a first-hand glimpse into actual telecommuting as well as remote data centers system operations. that help ensure business continuity. Our demonstrations of solutions in these areas using real machines have earned a strong reputation among our customers for ease of understanding almost fully booked with two demonstrations a day and customers have shared highly positive feedback about their experiences thus far. The SBC represents a perfect platform to demonstrate our advanced technical capabilities, and as such it has already generated new bookings accepted and business leads. Private Cloud Solutions The future integration and optimization of ICT infrastructure will be made possible by connections with remote data centers. As a result, we will provide a groundbreaking environment that offers not only server virtualization but also long-distance connections with storage equipment, management of integration, and that makes it possible to diversify risk across a wider area. Disaster Preparedness/Recovery Solutions Remote data centers represent an important shared resource for business continuity planning. The SBC offers customers the chance to experience cutting-edge technologies, using real machines as a measure that can reduce RTO* and RPO* to near zero in emergencies, such as the operation of virtual machines between data centers. To significantly boost productivity through changes in work styles, an environment that includes BYOD* elements will be needed in addition to conventional computers. Video conferencing on tablet devices and whiteboard capture solutions will serve to greatly evolve the concept of working at home. Demonstration Framework Solution Briefing Center Building innovative environment featuring the latest, most cutting-edge technologies Net One Systems Nationwide Network Customer Office Diverse Flexible 5 Large-scale multi-vendor environment consisting of various equipment from a range of companies Business units of the Company can also present the same demonstrations *RTO: Recovery Time Objective The target time by which a certain recovery of operations can be achieved from the time operations are suspended following a disaster. *RPO: Recovery Point Objective An indicator that defines the degree to which new back-up data are compared to data damaged in system failure. Osaka Data Center Tokyo Data Center Net One Systems Technical Center Opened the Singapore Representative Office New office established in Singapore to develop an ICT support system for customers doing business in the Asia-Pacific region Researching local business environments and developing a support system In recent years, more and more Japanese companies are setting up operations in the Asia-Pacific region. As a result, demand has been growing for the implementation of ICT infrastructure needed at their local offices and factories, central management of maintenance and operations at the Japan head office, a maximum return on investment, and optimization of risk management. We established the Singapore Representative Office on August 1, 2012 to research local business environments and lay the groundwork based on the recognition that our customers in the Asia-Pacific region need high-quality services that improve ICT governance. Initially, the Singapore Representative Office will select and coordinate with local partners, and verify potential business models including research of local laws and business practices, to Work-Style Innovation Solutions Innovative manufacturers) Improving of employee satisfaction for establishing an optimal support system, and impressive presentations. Solution Briefing Center Features Providing new platform (differentiation from *BYOD: Bring Your Own Device This work style is attracting attention as it permits employees to use their own personal terminals such as smartphones to access a company’s internal ICT platform to carry out their work. provide customers with one-stop access to services that enhance ICT governance. We are also examining whether to make the Singapore Representative Office into a locally incorporated subsidiary in the future, so that we can set up sales infrastructure in the Asia-Pacific region. Net One Systems Co., Ltd. Singapore Representative Office 8 Temasek Boulevard #42-0 Suntec Tower Three Singapore 038988 Start of operations:August 1, 2012 Business activities:Research into local laws and business practices, selection of and coordination involving optimal local partners, and business model verification work Net One Report 2012 6 Consolidated Financial Statements Net One Systems Co., Ltd. and Consolidated Subsidiaries Consolidated Balance Sheets (Summary) As of September 30, 2012 (unit: million yen) As of March 31, 2012 Assets Current assets As of September 30, 2012 90,567 Current liabilities Accounts payable—trade Cash and deposits 21,895 19,233 Lease obligations Accounts payable—other Notes and accounts receivable—trade Short-term investment securities As of March 31, 2012 Liabilities 84,755 30,608 13,999 35,762 16,998 Consolidated Income Statements (Summary) First half of FY2012 Revenue 31,563 35,267 15,891 14,972 845 821 1,021 1,353 Income taxes payable 1,022 5,681 Advances received 9,364 7,512 267 — 1,735 2,155 — 179 1,414 2,591 1,051 1,226 944 996 Asset retirement obligations 76 221 Other 30 8 Cost of revenue Gross profit Selling, general and administrative expenses Operating income Non-operating income Non-operating expenses Asset retirement obligations Ordinary income Provision for bonuses Merchandise Goods in transit 6,650 377 6,303 537 Provision for directors’ bonuses Other Noncurrent liabilities Costs on uncompleted construction contracts Supplies 4,364 12 4,742 98 Lease obligations Total liabilities Deferred tax assets 1,000 1,782 Other 5,854 5,128 Noncurrent assets (9) 9,178 (19) 9,435 Intangible assets Investments and other assets Total assets 7 4,656 1,354 4,599 1,417 Capital stock 12,279 12,279 Capital surplus 19,453 19,453 Retained earnings 30,970 47,487 Treasury stock (1,518) (15,854) (64) 2 Valuation difference on available-for-sale securities (21) (17) Deferred gains or losses on hedges (42) 93,934 76,997 69,752 58,687 50,251 18,309 19,501 13,714 13,256 4,595 6,245 152 217 43 39 4,703 6,422 105 — 84 4,781 6,337 Income taxes—current 919 2,689 Income taxes—deferred 946 (24) 2,915 3,672 Income before income taxes and minority interests Income before minority interests Minority interests in income 23 20 2,891 3,651 Consolidated Cash Flow Statements (Summary) (unit: million yen) Net cash provided by operating activities 5,488 First half of FY2011 10,064 (468) (816) 20 Net cash used in financing activities (5,356) (765) 35 — Net increase (decrease) in cash and cash equivalents 162 139 Total net assets 61,319 63,508 Total liabilities and net assets 93,934 100,002 Subscription rights to shares POINTS Assets Total assets at the end of FY 2Q (September 30, 2012) were 93,934 million yen, down 6,068 million yen or 6.1% from the end of FY2011. Of these, current assets were 84,755 million yen, down 5,812 million yen or 6.4% from the end of FY2011. This was mainly due to a decline of 5,153 million yen in notes and accounts receivable—trade. Noncurrent assets were 9,178 million yen, a decline of 256 million yen or 2.7% from the end of FY2011. Liabilities Total liabilities at the end of FY 2Q (September 30, 2012) were 32,614 million yen, down 3,879 million yen or 10.6% from the end of FY2011. This mainly reflected a decline of 4,658 million yen in income taxes payable, while there was a growth of 1,851 million yen in advances received. Net assets Net assets at the end of FY 2Q (September 30, 2012) were 61,319 million yen, down 2,188 million yen or 3.4% from the end of FY2011. Although 2,891 million yen in net income was posted, there were a dividend payment of 2,072 million yen and the purchase of treasury stock worth 2,999 million yen. Retained earnings declined by 17,336 million yen due to the retirement of treasury stock. Net cash provided by operating activities Net cash provided by operating activities was 5,488 million yen, a year-over-year decline of 4,575 million yen in cash provided. Significant factors for this included a decline of 1,556 million yen in cash provided due to a decline in income before income taxes and minority interests and a growth of 3,590 million yen in cash used due to a growth in income taxes paid. Net cash used in investing activities First half of FY2012 Net cash used in investing activities 3,419 100,002 First half of FY2011 27 Extraordinary loss Net income 63,366 Minority interests 3,167 36,494 61,185 Accumulated other comprehensive income Property, plant and equipment 32,614 Net assets Shareholders’ equity Allowance for doubtful accounts Extraordinary income (unit: million yen) (336) 8,483 Cash and cash equivalents at beginning of period 36,231 20,256 Cash and cash equivalents at end of period 35,895 28,739 Net cash used in investing activities was 468 million yen, a year-over-year decline of 347 million yen in cash used. Significant factors for this included a decline of 237 million yen in cash used such as acquisition of noncurrent assets for operations and 144 million yen of proceeds from purchase of investments in subsidiaries resulting in change in scope of consolidation. Net cash used in financing activities Net cash used in financing activities was 5,356 million yen, a year-over-year growth of 4,591 million yen in cash used. Significant factors for this included 3,013 million yen of purchase of treasury stock and a growth of 1,568 million yen in cash dividends paid. Net One Report 2012 8 Stock Information / Corporate Data Stock Information (As of September 30, 2012) Corporate Data (As of September 30, 2012) Number of Shares Issued——————————————— 89,000,000 Number of Shareholders————————————————— 16,316 Stock Distribution by Type of Shareholder Net One Systems Co., Ltd. (1 / 0.01) Japan Trustee Services Bank, Ltd. (Trust Account) Established February 1, 1988 Capital Stock 12,279 million yen Number of Ownership shares held ratio (%) Overseas corporations and others (239 / 1.46) Business Activities Networking business 13,184,600 Financial institutions (44 / 0.26) Master Trust Bank of Japan, Ltd. (Trust Account) Japan Trustee Services Bank, Ltd. (Trust Account 9) 14.81 Financial instruments firms (42 / 0.26) 10,193,600 11.45 Number of Employees 2,214 (consolidated) 1,964 (non-consolidated) Major Banks The Bank of Tokyo-Mitsubishi UFJ, Ltd. Mizuho Corporate Bank, Ltd. DEUTSCHE BANK AG LONDON-PB NON-TREATY CLIENTS 613 1,656,000 1,547,114 1.86 Net One Systems Co., Ltd. (1,538,400 / 1.73) Financial institutions (39,896,900 / 44.83) 1.74 Financial instruments firms (2,316,732 / 2.60) Meiji Yasuda Life Insurance Company MORGAN STANLEY & CO. LLC STATE STREET BANK AND TRUST COMPANY 505225 Association of Net One Systems Employees participating the Employee Stock Ownership Program MELLON BANK, N.A. AS AGENT FOR ITS CLIENT MELLON OMNIBUS US PENSION 1,440,000 1,187,500 1.62 The Ukima Distribution Center (currently, the Quality Control Center) opens. Feb. 1991 The Company is registered and certified as a systems services company (systems integrator) by the Ministry of International Trade and Industry (currently, Ministry of Economy, Trade and Industry). Oct. 1992 The Company is granted a license for a specific construction business (telecom engineering business) by the Tokyo Metropolitan Government. Oct. 1996 The Company registers its stock on the over-the-counter market of the Japan Securities Dealers Association. Consolidated Subsidiaries Apr. 2000 Network Service And Technologies Co., Ltd. is established as a consolidated subsidiary engaging chiefly in service business. Dec. 2001 The Quality Control Center gains ISO 9001 certification. Net One Partners Co., Ltd. Xseed Co., Ltd. Business Assurance Co., Ltd. System Solution Engineering K.K. Net One Systems USA, Inc. (subsidiary based in the United States) The Company is listed on the First Section of the Tokyo Stock Exchange. Other domestic corporations (498,400 / 0.56) 1.33 Individuals and other (18,587,640 / 20.88) 1,127,337 Oct. 1990 Sumitomo Mitsui Trust Bank, Limited (shares / %) Sumitomo Mitsui Banking Corporation The Bank of Tokyo-Mitsubishi UFJ, Ltd. The Company is established and inaugurated in Minato-ku, Tokyo. Mitsubishi UFJ Trust and Banking Corporation 2.36 Stock Distribution by Number of Shares Held Network platform business Feb. 1988 Service business Individuals and other (15,848 / 97.14) 2,101,500 History Corporate Name Net One Systems Co., Ltd. Other domestic corporations (142 / 0.87) Major Shareholders Name (persons / %) Overseas corporations and others (26,161,928 / 29.40) 1.27 Directors and Corporate Auditors President & CEO Takayuki Yoshino Directors Shingo Saito Mar.2003 The Quality Control Center gains ISO 14001 certification. Mar.2004 The Company gains ISO 14001 certification. Nov. 2007 The Expert Operation Center (XOC) opens as a facility for integrated operation services. Nov. 2008 Net One Partners Co., Ltd. is established. Oct. 2009 The Technical Center is relocated and expanded. Feb. 2010 The Company acquires shares of Xseed Co., Ltd. and makes it a consolidated subsidiary. Apr. 2011 The Company takes over Network Service And Technologies Co., Ltd. Jul. 2012 The Company acquires System Solution Engineering K.K. and makes it a wholly owned subsidiary. Aug.2012 The Company establishes the Singapore Representative Office. Toru Arai 1,093,200 1.23 Norihisa Katayama Yoshiharu Horiuchi 890,100 1.00 Outside Directors Kunio Kawakami Masasuke Naito (Note) The Company retains 1,538,400 shares in treasury stock; this amount is not included in the major shareholder figures above. Mitsuo Imai Full-time Corporate Auditor Tadashi Arima Dividend Information The Board of Directors meeting held on October 25, 2012 decided to pay the following interim dividend with a record date of September 30, 2012 in accordance with the Company’s Articles of Incorporation. 1. Interim Dividend: 17.00 yen per share Outside Auditors Masamichi Kikuchi Minoru Uchida Tadashi Nakaoka 2. Effective Date and Start Date of Payment: November 26, 2012 9 Net One Report 2012 10