TOKYO, September 4, 2024 – KKR, a leading global investment firm, announced today that it will launch its tender offer for the common shares and share options of FUJI SOFT INCORPORATED (“FUJI SOFT” or the “Company”; TSE stock code 9749) through FK Co., Ltd. (the “Offeror”), an entity owned by investment funds managed by KKR (the “Tender Offer”). The tender offer period will commence on September 5, 2024 and run until October 21, 2024 (tender offer price: JPY 8,800 per share). The Board of Directors of FUJI SOFT has resolved today again to express its opinion in support of the Tender Offer and to recommend the shareholders and share option holders of the Company tender their shares and options.

FUJI SOFT is a leading system integrator in Japan with a focus on embedded, control and operational software and systems. The Company serves clients across various industries based on advanced technologies built on decades of experience with a team of over 10,000 system engineers. Under the Company’s five-year “Mid-Term Business Plan 2028,” FUJI SOFT’s vision is to become a leading provider of system, software, and service both in information technology and operational technology fields. The Company’s five-year plan also outlines its strategy to improve the profitability of its existing businesses, strengthen group synergies, and capture new growth opportunities.

The tender offer will be financed predominantly from KKR Asian Fund IV.

For more details regarding the conditions of the tender offer, please refer to the full text of the release issued by the Offeror today titled “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.” *** This press release should be read in conjunction with the release issued by the Offeror today titled “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Code: 9749) by FK Co., Ltd.

” The purpose of this press release is to publicly announce the commencement of the tender offer and it has not been prepared for the purpose of soliciting an offer to sell or purchase in the tender offer. When making an application to tender, please be sure to read the tender offer explanatory statement for the tender offer and make your own decision as a shareholder or share option holder. This press release does not constitute, either in whole or in part, a solicitation of an offer to sell or purchase any securities, and the existence of this press release (or any part thereof) or its distribution shall not be construed as a basis for any agreement regarding the tender offer, nor shall it be relied upon in concluding an agreement regarding the tender offer.

The tender offer will be conducted in compliance with the procedures and information disclosure standards set forth in Japanese law, and those procedures and standards are not always the same as the procedures and information disclosure standards in the U.S. In particular, neither sections 13(e) or 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; the same shall apply hereinafter) or the rules under these sections apply to the tender offer; and therefore the tender offer will not be conducted in accordance with those procedures and standards.

Unless otherwise specified, all procedures relating to the tender offer are to be conducted entirely in Japanese. All or a part of the documentation relating to the tender offer will be prepared in English; however, if there is any discrepancy between the English-language documents and the Japanese-language documents, the Japanese-language documents shall prevail. 1 This press release includes statements that fall under “forward-looking statements” as defined in section 27A of the U.S. Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934. Due to known or unknown risks, uncertainties or other factors, actual results may differ materially from the predictions indicated by the statements that are implicitly or explicitly forward-looking statements. Neither the Offeror nor any of its affiliates guarantee that the predictions indicated by the statements that are implicitly or expressly forward-looking statements will materialize. The forward-looking statements in this press release were prepared based on information held by the Offeror as of today, and the Offeror and its affiliates shall not be obliged to amend or revise such statements to reflect future events or circumstances, except as required by laws and regulations.

The Offeror, its financial advisors and the tender offer agent (and their respective affiliates) may purchase the common shares and share options of the Company, by means other than the tender offer, or conduct an act aimed at such purchases, for their own account or for their client’s accounts, in the scope of their ordinary business and to the extent permitted under financial instrument exchange-related laws and regulations, and any other applicable laws and regulations in Japan, in accordance with the requirements of Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934 during the tender offer period. Such purchases may be conducted at the market price through market transactions or at a price determined by negotiations off-market. In the event that information regarding such purchases is disclosed in Japan, such information will also be disclosed on the English website of the person conducting such purchases (or by any other method of public disclosure).

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com. For more information, please contact: KKR Asia Pacific Wei Jun Ong +65 6922 5813 WeiJun.Ong@kkr.com

Zellis Group agrees to acquire Benify in transformational global benefits software combination

• Benify to be combined with Zellis Group’s benefits administration and employee engagement software business, Benefex. Together, Benefex and Benify will offer enhanced product and services capabilities to customers globally
• Complementary geographic footprints improve ability to serve customers in the fragmented benefits administration and employee engagement software segment

Zellis Group (or the “Company”), a portfolio company of funds advised by Apax Partners LLP (“Apax”) providing HR, payroll, and benefits administration software, today announced that it has reached a definitive agreement to acquire Benify, a provider of employee benefits administration software, from Vitruvian Partners. As part of the transaction, Benify will be combined with Zellis Group’s benefits administration and employee engagement software business, Benefex, and Vitruvian Partners will become a minority investor in Zellis Group alongside the Apax Funds.

Together, Benefex and Benify will create a leading global benefits, reward, recognition, and employee engagement software provider with an enhanced value proposition to customers globally. Benefex and Benify are highly complementary, and this acquisition creates a truly global solution, powered by an expanded geographic network, a strengthened product portfolio, and a broader range of services. The combination will allow customers to benefit from a deeper suite of platform integrations across HR, Payroll and Benefit Carriers. This acquisition comes at a time when global employers are accelerating investment in technology to create a single global experience across benefits and reward, underpinned by a focus on eliminating administration and ensuring compliance.

Benefex was acquired by the Zellis Group in 2018, and has since experienced rapid global growth, powering exceptional employee experiences for customers through its modern benefits management, brokering, and engagement offerings.

Founded in 2004, Benify is a pioneer of benefits administration software services and today offers best-in-class benefits and total rewards solutions via a globally enabled SaaS platform. Following a long-term growth investment programme under Vitruvian ownership since 2011, Benify has evolved from a Sweden-focussed business into a global business within its field.

Combined, Benefex and Benify will support c.3,000 companies across more than 100 countries to transform and align the experiences of more than 5 million employees through their modern benefits, wellbeing, broking, rewards and recognition, and communications offerings. Together, the two businesses will be better able to enhance employee experiences across the globe.

Matt Macri-Waller, CEO of Benefex said: “We’re excited by the opportunity that this combination provides for new and crucially current customers of both Benify and Benefex. Together we share a common goal of powering a truly global and exceptional employee experience for our customers and this acquisition develops the global capabilities of our products and services, whilst bringing together the depth of talent that sits across both organisations.”

John Petter, CEO of Zellis Group, added: “This represents an exciting next chapter for the Zellis Group and is an early demonstration of the commitment of the Apax Funds to our continued growth.”

Joakim Alm, CEO of Benify commented: “We look forward to joining Zellis Group and Benefex to create a leading player in HCM software. By combining our respective strengths, we will further expand our products, services and value to our customers and their employees. The transaction is a testament to Benify’s track record of achieving profitable growth through delivering world class solutions to our customers and the hard work and dedication of our entire team. We are grateful for the support we have received from Vitruvian in accelerating our international growth journey over the past decade.”

Adam Garson, Principal at Apax, said: “When the Apax Funds invested in the Zellis Group, we identified an opportunity to accelerate the growth of Benefex and help establish the business as a leading provider in the large, fragmented, and growing global benefits administration software segment. The combination with Benify is an important milestone in this growth journey and we look forward to working with the teams at Zellis Group, Benefex, and Benify as the two companies come together.”

Jussi Wuoristo, Partner at Vitruvian Partners, said: “We are delighted with Benify’s remarkable growth journey to date which has been made possible thanks to the continued commitment of the Benify management team, its founders and its employees over the years. Since our investment, Benify has organically multiplied in size many times over and thus emerged as a strong global player in its field. We are excited to be able to continue our support to the company as a minority shareholder of Zellis Group and are highly enthusiastic about the road ahead.”

Zellis Group was advised by Arma Partners, Evercore, and Kirkland & Ellis. Benify and Vitruvian were advised by Deutsche Bank and Bird & Bird. Completion of the proposed transaction is subject to customary closing conditions. Financial terms were not disclosed.

Zellis Group agrees to acquire Benify in transformational global benefits software combination

• Benify to be combined with Zellis Group’s benefits administration and employee engagement software business, Benefex. Together, Benefex and Benify will offer enhanced product and services capabilities to customers globally
• Complementary geographic footprints improve ability to serve customers in the fragmented benefits administration and employee engagement software segment

Zellis Group (or the “Company”), a portfolio company of funds advised by Apax Partners LLP (“Apax”) providing HR, payroll, and benefits administration software, today announced that it has reached a definitive agreement to acquire Benify, a provider of employee benefits administration software, from Vitruvian Partners. As part of the transaction, Benify will be combined with Zellis Group’s benefits administration and employee engagement software business, Benefex, and Vitruvian Partners will become a minority investor in Zellis Group alongside the Apax Funds.

Together, Benefex and Benify will create a leading global benefits, reward, recognition, and employee engagement software provider with an enhanced value proposition to customers globally. Benefex and Benify are highly complementary, and this acquisition creates a truly global solution, powered by an expanded geographic network, a strengthened product portfolio, and a broader range of services. The combination will allow customers to benefit from a deeper suite of platform integrations across HR, Payroll and Benefit Carriers. This acquisition comes at a time when global employers are accelerating investment in technology to create a single global experience across benefits and reward, underpinned by a focus on eliminating administration and ensuring compliance.

Benefex was acquired by the Zellis Group in 2018, and has since experienced rapid global growth, powering exceptional employee experiences for customers through its modern benefits management, brokering, and engagement offerings.

Founded in 2004, Benify is a pioneer of benefits administration software services and today offers best-in-class benefits and total rewards solutions via a globally enabled SaaS platform. Following a long-term growth investment programme under Vitruvian ownership since 2011, Benify has evolved from a Sweden-focussed business into a global business within its field.

Combined, Benefex and Benify will support c.3,000 companies across more than 100 countries to transform and align the experiences of more than 5 million employees through their modern benefits, wellbeing, broking, rewards and recognition, and communications offerings. Together, the two businesses will be better able to enhance employee experiences across the globe.

Matt Macri-Waller, CEO of Benefex said: “We’re excited by the opportunity that this combination provides for new and crucially current customers of both Benify and Benefex. Together we share a common goal of powering a truly global and exceptional employee experience for our customers and this acquisition develops the global capabilities of our products and services, whilst bringing together the depth of talent that sits across both organisations.”

John Petter, CEO of Zellis Group, added: “This represents an exciting next chapter for the Zellis Group and is an early demonstration of the commitment of the Apax Funds to our continued growth.”

Joakim Alm, CEO of Benify commented: “We look forward to joining Zellis Group and Benefex to create a leading player in HCM software. By combining our respective strengths, we will further expand our products, services and value to our customers and their employees. The transaction is a testament to Benify’s track record of achieving profitable growth through delivering world class solutions to our customers and the hard work and dedication of our entire team. We are grateful for the support we have received from Vitruvian in accelerating our international growth journey over the past decade.”

Adam Garson, Principal at Apax, said: “When the Apax Funds invested in the Zellis Group, we identified an opportunity to accelerate the growth of Benefex and help establish the business as a leading provider in the large, fragmented, and growing global benefits administration software segment. The combination with Benify is an important milestone in this growth journey and we look forward to working with the teams at Zellis Group, Benefex, and Benify as the two companies come together.”

Jussi Wuoristo, Partner at Vitruvian Partners, said: “We are delighted with Benify’s remarkable growth journey to date which has been made possible thanks to the continued commitment of the Benify management team, its founders and its employees over the years. Since our investment, Benify has organically multiplied in size many times over and thus emerged as a strong global player in its field. We are excited to be able to continue our support to the company as a minority shareholder of Zellis Group and are highly enthusiastic about the road ahead.”

Zellis Group was advised by Arma Partners, Evercore, and Kirkland & Ellis. Benify and Vitruvian were advised by Deutsche Bank and Bird & Bird. Completion of the proposed transaction is subject to customary closing conditions. Financial terms were not disclosed.

Zellis Group agrees to acquire Benify in transformational global benefits software combination

• Benify to be combined with Zellis Group’s benefits administration and employee engagement software business, Benefex. Together, Benefex and Benify will offer enhanced product and services capabilities to customers globally
• Complementary geographic footprints improve ability to serve customers in the fragmented benefits administration and employee engagement software segment

Zellis Group (or the “Company”), a portfolio company of funds advised by Apax Partners LLP (“Apax”) providing HR, payroll, and benefits administration software, today announced that it has reached a definitive agreement to acquire Benify, a provider of employee benefits administration software, from Vitruvian Partners. As part of the transaction, Benify will be combined with Zellis Group’s benefits administration and employee engagement software business, Benefex, and Vitruvian Partners will become a minority investor in Zellis Group alongside the Apax Funds.

Together, Benefex and Benify will create a leading global benefits, reward, recognition, and employee engagement software provider with an enhanced value proposition to customers globally. Benefex and Benify are highly complementary, and this acquisition creates a truly global solution, powered by an expanded geographic network, a strengthened product portfolio, and a broader range of services. The combination will allow customers to benefit from a deeper suite of platform integrations across HR, Payroll and Benefit Carriers. This acquisition comes at a time when global employers are accelerating investment in technology to create a single global experience across benefits and reward, underpinned by a focus on eliminating administration and ensuring compliance.

Benefex was acquired by the Zellis Group in 2018, and has since experienced rapid global growth, powering exceptional employee experiences for customers through its modern benefits management, brokering, and engagement offerings.

Founded in 2004, Benify is a pioneer of benefits administration software services and today offers best-in-class benefits and total rewards solutions via a globally enabled SaaS platform. Following a long-term growth investment programme under Vitruvian ownership since 2011, Benify has evolved from a Sweden-focussed business into a global business within its field.

Combined, Benefex and Benify will support c.3,000 companies across more than 100 countries to transform and align the experiences of more than 5 million employees through their modern benefits, wellbeing, broking, rewards and recognition, and communications offerings. Together, the two businesses will be better able to enhance employee experiences across the globe.

Matt Macri-Waller, CEO of Benefex said: “We’re excited by the opportunity that this combination provides for new and crucially current customers of both Benify and Benefex. Together we share a common goal of powering a truly global and exceptional employee experience for our customers and this acquisition develops the global capabilities of our products and services, whilst bringing together the depth of talent that sits across both organisations.”

John Petter, CEO of Zellis Group, added: “This represents an exciting next chapter for the Zellis Group and is an early demonstration of the commitment of the Apax Funds to our continued growth.”

Joakim Alm, CEO of Benify commented: “We look forward to joining Zellis Group and Benefex to create a leading player in HCM software. By combining our respective strengths, we will further expand our products, services and value to our customers and their employees. The transaction is a testament to Benify’s track record of achieving profitable growth through delivering world class solutions to our customers and the hard work and dedication of our entire team. We are grateful for the support we have received from Vitruvian in accelerating our international growth journey over the past decade.”

Adam Garson, Principal at Apax, said: “When the Apax Funds invested in the Zellis Group, we identified an opportunity to accelerate the growth of Benefex and help establish the business as a leading provider in the large, fragmented, and growing global benefits administration software segment. The combination with Benify is an important milestone in this growth journey and we look forward to working with the teams at Zellis Group, Benefex, and Benify as the two companies come together.”

Jussi Wuoristo, Partner at Vitruvian Partners, said: “We are delighted with Benify’s remarkable growth journey to date which has been made possible thanks to the continued commitment of the Benify management team, its founders and its employees over the years. Since our investment, Benify has organically multiplied in size many times over and thus emerged as a strong global player in its field. We are excited to be able to continue our support to the company as a minority shareholder of Zellis Group and are highly enthusiastic about the road ahead.”

Zellis Group was advised by Arma Partners, Evercore, and Kirkland & Ellis. Benify and Vitruvian were advised by Deutsche Bank and Bird & Bird. Completion of the proposed transaction is subject to customary closing conditions. Financial terms were not disclosed.