Ticker code: 6675

April 1, 2015 March 31, 2016

13th Fiscal Business Report

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1

Matters reported:

1. Business Report, Consolidated Financial Statements for the 13th Fiscal Term (from April 1, 2015 to March 31, 2016) and results of audits by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the 13th Fiscal Term (from April 1, 2015 to March 31, 2016)

The particulars of the above 1 and 2 were reported.

Matters resolved:

Proposal No. 1: Distribution from SurplusThe proposal was approved and adopted as proposed.(The year-end dividend is ¥3 per share.)

Proposal No. 2: Introduction (Renewal) of Countermeasures against Large-scale Purchases of the Company’s Shares (Takeover Defense Measures)The proposal was approved and adopted as proposed.

Proposal No. 3: Election of Seven DirectorsThe proposal was approved and adopted as proposed.Naoki Matsuo, Hiroshi Kimura, Mitsugu Osaka, and Fumihisa Isono were re-elected as Directors and assumed office, and Koji Nakamura, Yoichi Inoue, and Hideo Yamamoto were newly elected as Directors and assumed office.Hideo Yamamoto is an Outside Director.

To All ShareholdersJune 29, 2016

Naoki MatsuoPresident & C.E.O.

NBF Platinum Tower, 17-3,Shirokane 1-chome, Minato-ku, Tokyo

NOTICE OF RESOLUTIONSOF THE 13th ORDINARY GENERAL SHAREHOLDERS’ MEETING

We are pleased to announce that the matters outlined below were reported and resolved at the 13th Ordinary General Shareholders’

Meeting of the Company held today.

Proposal No. 4: Election of Two AuditorsThe proposal was approved and adopted as proposed.Susumu Eto and Takenari Shimizu were elected as Auditors and assumed office.Takenari Shimizu is an Outside Auditor.

Proposal No. 5: Election of Two Substitute AuditorsThe proposal was approved and adopted as proposed.Yoshitake Kamino and Hayato Yamazaki were elected as Substitute Auditors.Yoshitake Kamino and Hayato Yamazaki are Substitute Auditors for Outside Auditor Kenji Iimori and for Outside Auditor Takenari Shimizu, respectively.

Proposal No. 6: Payment of Bonuses to Directors and AuditorsThe proposal was approved and adopted as proposed.

NOTICE OF RESOLUTIONS OF THE 13th ORDINARY GENERAL SHAREHOLDERS’ MEETING

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

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I am Naoki Matsuo, and I have been appointed President & C.E.O. of SAXA Holdings. I ask for your support as I strive even harder toward the development of the SAXA Group.

Japan’s economy during the fiscal term under review was on a modest recovery track supported by the government’s economic policies and quantitative easing.

As for the economy overseas, though the U.S. economy is recovering, there are concerns about the slowing tempo of China’s economy, as well as of other emerging economies. And in view of the risk of fluctuations in financial markets in Japan, economic prospects continued to be uncertain.

In this economic environment, SAXA Group formulated a mid-term business plan, covering the three years from the 13th Fiscal Term to the 15th Fiscal Term (from April 1, 2015 to March 31, 2018). Based on the plan’s basic policies of “shift to businesses that can grow sustainably” and “transformation into ideal earning structure,” the Company implemented initiatives to expand the business and strengthen the management structure.

With regard to “expansion of business,” in l ine with the Company’s growth strategy, we aimed to offer products and realize systems and services attuned to customer needs in the market. For that purpose, we concentrated on developing telecommunications network-related systems, which embody the Group’s core competencies of voice and data communication technologies, and combining new technologies such as sensing and video storage.

Specifically, for the office market, we expanded the Office AGENT series with the release of Actys III, a business communication system with enhanced IP-ready key telephone systems for small offices. At the same time, we worked to expand sales of the SS3000 unified threat management (UTM) appliance in order to respond to growing demand in line with the rising interest in network security.

Furthermore, by offering the SAXA Hikari fiber optic access service for corporate customers, we have positioned ourselves as a one-stop solution provider for Internet connection services and SAXA products.

Going forward, we intend to enrich the Office AGENT series in response to the Internet of Things (IoT), cloud services, and video solutions.

In the systems integration business, in addition to marketing of Voice over IP (VoIP) solutions, we launched initiatives to respond to cloud computing and the emergence increasingly sophisticated services associated with the advent of the IoT era.

Specifically, utilizing the scheme of the systems integration business, which is a mainstay of the SAXA Group, we focused on the timely offering of business applications attuned to customer needs, such as systems for transportation service operators and data interchange solutions.

Additionally, in response to growing demand for network cameras associated with society’s increasing concerns with security issues, namely terrorism, crime, and disasters, we are offering services to support a safe and secure society, such as long-duration video recording made possible by image analysis and image compression technology, and cloud-based services among many others.

Naoki MatsuoPresident & C.E.O.

Cautionary StatementThis business report has been prepared for the sole purpose of facilitating understanding of the Company’s financial position and operations, and is not intended to solicit investments. Investors are advised to exercise their own judgment when making investment decisions.

To Our Shareholders

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With regard to “strengthening our management structure,” we pursued initiatives to establish a stable earnings structure by implementing organizational and personnel optimization combined with thorough reduction of external outflow expenses. To reinforce corporate governance and enhance efficiency of organizational functions, we streamlined Group functions in April and optimized personnel at the end of July. And these measures produced results as intended.

By continuing to reinforce the financial standing and transform human resources qualitatively, we will do our utmost to achieve the performance indicator targets (net sales of ¥55.0 billion or more, ordinary income of ¥3.0 billion or more, and ROE of 5% or more) by the 15th Fiscal Term (term ending March 31, 2018).

Despite a decrease in contracted processing, consolidated net sales rose 6.2% year on year to ¥46,379 million mainly due to an increase in orders received for network security-related

equipment due to the enforcement of the Social Security and Tax Number System, and an increase in orders received for contracted development of systems.

In terms of profit, thanks to the increase in net sales and the results of initiatives to lower total costs, ordinary income amounted to ¥1,678 million, an increase of 94.6% year on year, despite the impact of fluctuations in currency exchange rates. Furthermore, while a gain on the contribution of securities to the retirement benefit trust was recorded as special profit, we recorded special losses due to business structure reform expenses including measures for personnel optimization. As a result, net income attributable to owners of the parent amounted to ¥520 million, an increase of 81.3% year on year.

SAXA Group intends to redouble its efforts to meet the expectations of shareholders. In all our endeavors, we will greatly appreciate your continuing support and cooperation.

To Our Shareholders

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The SAXA Group completed the first year of the mid-term business plan that covers the three years from the 13th Fiscal Term to the 15th Fiscal Term (from April 1, 2015 to March 31, 2018), which was announced in May 2015.

The plan's basic policies continue to be “shift to businesses that can grow sustainably” and “transformation into ideal earning structure.” And based on these basic policies, we will continue our efforts to achieve the plan's targets, namely, consolidated net sales of ¥55.0 billion or more, consolidated ordinary income of ¥3.0 billion or more, and ROE of 5% or more by the 15th Fiscal Term.

(Targets)Consolidated net sales: ¥55.0 billion or moreConsolidated ordinary income: ¥3.0 billion or moreROE: achieve 5% or more early

(Forecast)Consolidated net sales: ¥47.5 billionConsolidated ordinary income: ¥2.1 billionROE: 4.2%

(Results)Consolidated net sales: ¥46.4 billionConsolidated ordinary income: ¥1.7 billionROE: 2.3%

Basic policies of the mid-term business planShift to businesses that can grow sustainablyTransformation into ideal earning structure

Achieve targets of themid-term business plan

Return to the growth track

Development of the profitablemanagement base for

business growth

15thFiscal Term

14thFiscal Term

13thFiscal Term

Positioning of each year covered by the mid-term business plan

Progress Report on Mid-term Business Plan

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SS3000

Uni�ed threat management(UTM) appliance

Actys

ZC1000

SB2000

Cloudcomputing

Cloud

File server

CameraPC

UPS

HUB

AP

HUB

VPN router

CameraElectric lockSensorFee

Fax

Nurse call

Call center

Audioconferencing

Multi-functionprinter

Key telephone system

Of�ce safety transmitterBS700

Electronic medicalcard service

IP-PBX SP1000integrated with UTM

The Office AGENT series of agent systems meet the needs of small and medium-size offices without information systems departments. Integrating SAXA’s expertise in office solutions and combining it with our network products, we offer speedy solutions to our customers’ problems.

The SS3000 reduces risks of virus infection, spyware, network intrusion, phishing, cyber-attacks on corporate networks, and other threats on the Internet. In addition, this product can also block access to social media and obtain Internet browsing histories.

The SS3000 has been popular ever since its launch in November 2014, reflecting customers’ growing awareness of security and also due to the enforcement of the Social Security and Tax Number System.

SS3000Unified threat management (UTM) appliance

Topics

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Integrated information security management in a cloud computing environment reduces management burden of information systems department

In May 2016, SAXA, Inc. launched Managed Client Security (MCS) Global Cloud solutions which realize the integrated management of the extensive PC assets of companies through cloud technology. MCS Global Cloud enables not only management of hardware such as equipment and facilities, but also management of information security including that of PC software and connections, thus covering information leakage via email, via the Web and networks, and via external storage media.

Cloud-based All-in-one 360-degree Service for Integrated Management of PC Assets

360-degree security countermeasures

Operation control module(Control of software usage,

Control of Web access)

Information leakagevia email

Information leakagevia network

Log management module(Management of �le and printer logs)

Utilization support module(Management and distribution of various software/remote support functions)

Operation control module(Web control)

Information leakagevia the Web

Information leakagevia external storage media

Device control module(Device control)

Browser(Web mail)

MailerBrowser

Messenger

Bulletinboard

USB

IEEE1394

SDcard

SCSI

LAN

WiFi

Bluetooth

Printer

Informationassets

Basic module(Management of PC assets)

Netw

ork gateway

Web gateway

Physical s

ecurit

y

Mai

l g

ateway

Netw

ork control

Web controlM

ail c

ontrol

Device c

ontro

l

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7

15

10

5.2

3.8

2.9

(4.6)

2.7

6.5

16.8

2.5

5.3

8.6

(5.9)

464

390 388

431 437

375.9396.0 395.2

(7.8)

388.8

8.9

222

426

226 234

433 435 425

230

437

229

0

100

200

300

400

500

0

2

4

6

0

6

0

100

200

300

400

500

0

100

200

300

400

500

0

5

15

20

0

5

10

20

0

2

4

6

8

10

4.5

16.0

3.1

5.6

(5.5)

4.9

386.9

10.5

2.3%

1.2%

1.6%1.3%

(2.0%)

2

4

(yen)

Note: The values shown in the graphs are rounded off.

Ordinary income(100 millions of yen)

9thFiscal Term

10thFiscal Term

11thFiscal Term

12thFiscal Term

13thFiscal Term

Operating income(100 millions of yen)

9thFiscal Term

10thFiscal Term

11thFiscal Term

12thFiscal Term

13thFiscal Term

Total assets Net assets(100 millions of yen)

9thFiscal Term

10thFiscal Term

11thFiscal Term

12thFiscal Term

13thFiscal Term

Earnings per share (left) Net assets per share (right)(100 millions of yen) (%)

9thFiscal Term

10thFiscal Term

11thFiscal Term

12thFiscal Term

13thFiscal Term

9thFiscal Term

10thFiscal Term

11thFiscal Term

12thFiscal Term

13thFiscal Term

Net sales(100 millions of yen)

(yen)

9thFiscal Term

10thFiscal Term

11thFiscal Term

12thFiscal Term

13thFiscal Term

Net income attributable to owners of parent ROE

Consolidated Financial Highlights

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●Consolidated Balance Sheets (Millions of yen)

●Consolidated Statements of Cash Flows (Millions of yen)

●Consolidated Statements of Comprehensive Income (Millions of yen)

●Consolidated Statements of Income (Millions of yen)

Account item 12th Fiscal Term 13th Fiscal Term

Assets

Current assets 23,738 25,231

Fixed assets 19,944 17,355

Property, plant and equipment 9,998 9,688

Intangible fixed assets 4,020 3,035

Investments and other assets 5,926 4,631

Deferred assets 18 10

Total assets 43,701 42,597

Liabilities

Current liabilities 12,608 11,908

Long-term liabilities 8,212 8,457

Total liabilities 20,820 20,365

Net assets

Shareholders’ equity 21,498 21,705

Common stock 10,836 10,836

Capital surplus 6,023 6,023

Retained earnings 5,812 6,023

Treasury stock (1,173) (1,177)

Accumulated other comprehensive income 1,232 371

Non-controlling interests 149 155

Total net assets 22,880 22,232

Total liabilities and net assets 43,701 42,597

Account item 12th Fiscal Term 13th Fiscal Term

Net sales 43,677 46,379

Cost of goods sold 33,955 36,363

Gross profit 9,722 10,015

Selling, general and administrative expenses 8,677 8,413

Operating income 1,045 1,602

Nonoperating income 266 217

Nonoperating expenses 448 141

Ordinary income 862 1,678

Special profits 50 403

Special losses 83 967

Income before income taxes 829 1,114

Tax expense 545 573

Net income 283 541

Net income (loss) attributable to non-controlling interests

(3) 20

Net income attributable to owners of parent 287 520

Account item 12th Fiscal Term 13th Fiscal Term

Cash flows from operating activities 2,922 2,411

Cash flows from investing activities (2,577) (1,687)

Cash flows from financing activities (262) 206

Effect of exchange rate changes on cash and cash equivalents (1) 5

Net increase (decrease) in cash and cash equivalents 81 935

Cash and cash equivalents at the beginning of the term 6,188 6,270

Cash and cash equivalents at the end of the term 6,270 7,205

Account item 12th Fiscal Term 13th Fiscal Term

Net income 283 541

Other comprehensive income (loss) 775 (862)

Comprehensive income (loss) 1,059 (321)

* Figures in consolidated financial statements are rounded down to the nearest indicated unit.

Consolidated Financial Statements (Condensed)

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SAXA Holdings, Inc.<Holding company>

SAXA BusinessSystem, Inc.

<Sales, work and maintenance

service company>

SAXA Precision, Inc.<Manufacturing and

sales company>

SAXA, Inc.<Core business

company>

SAXA Techno, Inc.<Manufacturing

company>

SAXA System Amazing, Inc.

<System developmentcompany>

SAXA SystemEngineering, Inc.

<System developmentcompany>

Meister Corporation<System development

company>

Coretac, Inc.<Manufacturing

company>

SAXA Proassist, Inc.<Service company

in the Group>

Donggun KobishiElectronic Co., Ltd.

<Manufacturingcompany>

System K Corporation<System development

company>

●

Directors and Auditors (as of June 26, 2016)

Established February 2, 2004

Capital Stock ¥10,836,678,400

Number of Employees 1,111 (Consolidated) 31 (Nonconsolidated)

Head Office NBF Platinum Tower, 17-3, Shirokane 1-chome,Minato-ku, Tokyo

Business Management consultation for its subsidiaries that engage in the development, manufacture and sales of information communication system equipment and components

President & C.E.O. Naoki Matsuo

Senior Managing Director Yuzuru Suzuki

Managing Director Fumihisa Isono (promoted)

Director Hiroshi Kimura

Director Mitsugu Osaka

Director Koji Nakamura (newly elected)

Director Yoichi Inoue (newly elected)

Director Masashi Fuse

Director Kimio Oguchi

Director Hideo Yamamoto (newly elected)

Standing Auditor Susumu Eto (newly elected)

Auditor Katsuhiko Hatori

Auditor Kenji Iimori

Auditor Takenari Shimizu (newly elected)

Notes:1. Masashi Fuse, Kimio Oguchi, and Hideo Yamamoto are outside directors. In addition, the Group has filed the required notification to the Tokyo Stock Exchange of the appointment of Kimio Oguchi and Hideo Yamamoto as independent officers as prescribed by the Exchange.

2. Kenji Iimori and Takenari Shimizu are outside auditors. In addition, the Group has filed the required notification to the Tokyo Stock Exchange of the appointment of Kenji Iimori and Takenari Shimizu as independent officers as prescribed by the Exchange.

● (as of March 31, 2016)

(12 group companies) (as of April 1, 2016)

Group Companies and Company Profile

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Shares

●Total number of shares authorized to be issued ... 240,000,000

●Total number of shares issued ............................ 62,449,621

●Number of shareholders .............................................. 7,265

Major Shareholders

Notes:1. Although the Company holds 3,712 thousand shares of treasury stock, it is not included among the Major Shareholders listed above.2. Shareholding ratio is calculated by deducting the number of shares of treasury stock from the total number of shares issued.3. The number of shares held by Oki Electric Industry Co., Ltd., includes the Company’s 6,059 thousand shares, which are contributed by Oki Electric Industry Co., Ltd., as the trust estate

of the retirement benefit trust. (They are recorded in the name of “Mizuho Trust & Banking Co., Ltd., Retirement Benefit Trust (Oki Electric Industry Account) for the Re-trust by the Trustee of Trust & Custody Services Bank, Ltd.” on the register of shareholders.)

4. The number of shares held by Mizuho Bank, Ltd., includes the Company’s 1,778 thousand shares, which are contributed by Mizuho Bank, Ltd., as the trust estate of the retirement benefit trust. (They are recorded in the name of “Mizuho Trust & Banking Co., Ltd., Retirement Benefit Trust (Mizuho Bank Account) for the Re-trust by the Trustee of Trust & Custody Services Bank, Ltd.” on the register of shareholders.)

5. The values shown in “Number of shares held” are rounded down to the nearest indicated unit, and the values shown in “Shareholding ratio” are rounded off.

Shareholder name Number of shares held (thousand) Shareholding ratio (%)

Oki Electric Industry Co., Ltd. 8,060 13.7

NEC Corporation 2,360 4.0

Mizuho Bank, Ltd. 2,339 3.9

Sumitomo Mitsui Banking Corporation 1,767 3.0

CBNY DFA INTL SMALL CAP VALUE PORTFOLIO 1,683 2.8

The Master Trust Bank of Japan, Ltd. (trust account) 980 1.6

Bank of Tokyo-Mitsubishi UFJ, Ltd. 959 1.6

Mizuho Trust & Banking Co., Ltd. 900 1.5

SAXA Group Employee Stock Ownership 858 1.4

Mitsui Sumitomo Insurance Company, Limited 773 1.3

Distribution of Shareholders by Category

Individuals, etc.

44.1%

Domestic corporations (excluding �nancial institutions and securities companies)

13.8%

Financial institutions

33.0%

Foreign-af�liated corporations and foreigners

6.1%

Securities companies

3.0%

Note: The values shown in “Distribution of Shareholders by Category” are rounded off.

Stock Information (as of March 31, 2016)

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Ticker code: 6675

April 1, 2015 March 31, 2016

13th Fiscal Business Report

Shareholder Information

Fiscal Year April 1 to March 31

Record Date for Payment of Dividends

March 31

Ordinary General Shareholders’ Meeting

June

Record Date March 31If necessary, another day may be designated as the record date by public announcement.

URL for Public Announcements

http://www.saxa.co.jpNote: The Company makes public announcement by electronic means. However, in the event

that accidents or other unavoidable reasons prevent use of the method of electronic announcement, the Company will make announcements in the Nihon Keizai Shimbun (daily newspaper).

If you have a brokerage account at your securities company

If you do not have a brokerage account but a ‘special account’ at a securities company or other financial institution

Mailing Address

Your securities company.

Stock Transfer Agency DepartmentMizuho Trust & Banking Co., Ltd.8-4, Izumi 2-chome, Suginami-ku, Tokyo168-8507

Telephone Referral 0120-288-324 (Toll-free call)(09:00 – 17:00 on weekdays)

Agencies for procedures such as change of address, change of method for receiving dividends, etc.

Mizuho Securities Co., Ltd.: Head office and branches nationwide and Planet Booths (in the Mizuho Bank, Ltd.)Mizuho Trust & Banking Co., Ltd.: Head office and all branches nationwide

Payment of dividends payable

Mizuho Trust & Banking Co., Ltd.: Head office and all branches nationwideMizuho Bank Co., Ltd.: Head office and all branches nationwide

Notes

For the issuance of payment statements, please use the mailing address, telephone referral or agencies for procedures that are listed in the right-hand column for “special accounts”.

As special accounts cannot be used for trading securities except for the purpose of purchasing fractional shares, you need first to implement the transfer of shares by opening a brokerage account at a securities company or other financial institution of your choice. If you would like to make a request for additional purchase of fractional shares via Mizuho Securities Co., Ltd., you need to make a remittance to the account designated in advance by Mizuho Trust & Banking Co., Ltd.

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