Notice of the Reorganization
(Absorption-type Merger between Subsidiaries and Transfer of Shares of a Subsidiary)

SHIFT Inc. (Note 1, hereinafter “SHIFT”) headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) is announcing that, at a meeting of the Board of Directors held on March 28^th, 2025, it decided following two points (hereinafter “the Reorganization”).

I. ALH Inc. (Note 2, hereinafter “ALH”), a group company of SHIFT, will merge Careersystems Inc. (Note 3, hereinafter “Careersystems”), a group company in which SHIFT owns a 100% interest, by absorption.
II. SHIFT Growth Capital Inc. (Note 4, hereinafter “SGC”) will transfer 100% of its shares of CIMTECH Inc. (Note 5, hereinafter “CIMTECH”) to Baristride Group Inc. (Note 6, hereinafter “Baristride Group”), a group company of SHIFT, through an absorption-type company split.

Regarding the decision I, the following two steps are scheduled.
A) SHIFT will succeed all the shares of Careersystems held by SHIFT to the Baristride Group through an absorption-type split.
B) ALH (in which Baristride Group owns 100% of shares) will merge Careersystems by absorption

Note 1: Headquartered in Minato-ku, Tokyo ; Masaru Tange, CEO and Representative Director
Note 2: Headquartered in Meguro-ku, Tokyo; Shoji Hatakeyama, President and Representative Director
Note 3: Headquartered in Minato-ku, Tokyo ; Eiki Marui, Representative Director
Note 4: Headquartered in Minato-ku, Tokyo ; Hideki Kojima, Representative Director
Note 5: Headquartered in Chuo-ku, Tokyo  ; Kohei Mizushima, Representative Director and President
Note 6: Headquartered in Meguro-ku, Tokyo, Shoji Hatakeyama, President and Representative Director

1. Reasons for the Reorganization
Careersystems joined the SHIFT Group in 2023 as a group company in which SHIFT holds a 100% share and has been growing its business mainly through project and recruitment collaborations with SHIFT.

As it proceeds with its business as a member of the SHIFT Group, it has been decided that Careersystems will be merged into ALH which develops similar businesses to each other. We believe that this merger will boost both companies’ growth even further. Careersystems provides a wide range of services centered on infrastructure construction, maintenance, operation, and application development. ALH also has these areas and intends to further strengthen them in the future. We decided to merge Careersystems into ALH from both aspects of a high degree of business affinity and efficiency in the administrative areas.

CIMTECH has strengths in development areas centered on app and website development, maintenance and operation. CIMTECH will aim to further strengthen the collaboration structure with ALH, which is a part of Baristride Group and one of the biggest group companies of SHIFT, by becoming also a part of the Baristride Group. We will work on efficiently maximizing synergies, expanding the app development business and accelerating the growth of both companies.

Through the Reorganization, we will accelerate the growth of the SHIFT Group.

Please refer to the link below for further information.
20250328_ALH_EN_00