Notice Regarding the Succession of SHIFT AXIS Inc.(Simplified Absorption-Type Split with SHIFT Growth Capital Inc.) and Merger by Absorption

SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo; Masaru Tange, CEO and Representative Director) hereby announces that its Board of Directors resolved today on the following two matters.
a. The transfer to SHIFT, through an absorption-type company split, of the shares of SHIFT AXIS Inc. (“AXIS,” headquartered in Shibuya-ku, Tokyo; Tatsuki Shimizu, CEO and Representative Director), 100% of whose issued shares are held by SHIFT Growth Capital Inc. (“SGC”), a SHIFT group company (consolidated subsidiary).
b. The absorption-type merger of AXIS into SHIFT, without consideration, as a tax-qualified reorganization.

This reorganization is a simplified absorption-type company split and a simplified absorption-type merger involving a consolidated subsidiary of SHIFT. Therefore, certain disclosure items and details have been omitted. In addition, because the simplified absorption-type company split between SHIFT and SGC is of minor financial materiality, some descriptions have been omitted.

1. Reasons for the Reorganization
Starting from its software testing and quality assurance business, SHIFT has been supporting the business growth of its clients by providing IT-related services and solutions in a consistent manner. AXIS, which joined the SHIFT Group through M&A in February 2026, operates a system development business specializing in the life insurance and non-life insurance industries in Japan. AXIS has extensive experience and specialized industry knowledge in consulting for the introduction of low-code development platforms and in building architecture, and has built strong relationships of trust with major insurance companies in Japan.
To further accelerate business expansion and the creation of synergies in the insurance domain, the SHIFT Group will carry out an absorption-type merger in which SHIFT is the surviving company and AXIS is the dissolving company. Through this merger, SHIFT aims to strengthen its business base in this field by integrating the advanced expertise in insurance operations that AXIS has built with SHIFT’s broad client base, sales network, and human resources.
In addition, SHIFT will newly establish a consulting function for the insurance domain within SHIFT, and will expand its service delivery structure in this field with the expertise of AXIS at its core. As a result, SHIFT aims to strengthen cross-selling and proposal activities that make use of SHIFT’s broad client base, improve the value provided to clients, and further accelerate the business growth of the SHIFT Group as a whole.

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