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Announcement of Additional Acquisition of CREIT SOLUTIONS Inc.

Announcement of Additional Acquisition of CREIT SOLUTIONS Inc.

SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that its wholly-owned subsidiary, SHIFT Growth Capital (“SGC,” headquartered in Minato-ku, Tokyo, Japan; Taichi Hattori, Representative Director) contracted to acquire 2.8% equity interest in CREIT SOLUTIONS Inc. (“CREIT SOLUTIONS,” headquartered in Minato-ku, Tokyo, Japan; Yutaka Arisawa, Representative Director and President), besides 97.2% of its equity, as SHIFT has announced as of May 8th, 2023 and May 26th, 2023.

With this additional acquisition, the SHIFT Group will own 100% equity interest CREIT SOLUTIONS.

Please refer to the announcement on May 8th, 2023, “Announcement of Acquisition of CREIT SOLUTIONS Inc.” and on May 26th, “Announcement of Additional Acquisition of CREIT SOLUTIONS Inc.

1. Overview of Shareholders of CREITSOLUTIONS
SGC will acquire 1.5% of CREIT SOLUTIONS’ equity from 2 companies and 1.3% from one individual. Note that neither 2 companies and one individual have material relationship with SHIFT.

2. Number of shares to be acquired, acquisition price, and shareholdings before and after transaction

(1)    Number of shares held by SHIFT before the transfer 501,402 shares
(Number of voting rights: 501,402)
(Percentage of voting rights: 97.2%)
(2)    Number of shares to be acquired by SHIFT 14,300 shares
(Number of voting rights: 14,300)
(3)    Acquisition price 54,082,600 yen
(4)    Number of shares to be held by SHIFT after the transfer 515,702 shares
(Number of voting rights: 515,702)
(Percentage of voting rights: 100%)

Note: SHIFT has negotiated the aforementioned acquisition price based on a third-party appraisal.

3. Schedule

(1)    Investment Committee resolution date May 8th, 2023
(2)    Execution date of the share subscription agreement June 26th, 2023
(3)    Expected closing date June 30th, 2023

Note: Expected closing date for acquiring shares from one individual will be July 31st, 2023.

4. Future Outlook
The SHIFT Group expects that this acquisition would have no material impact on its financial results and financial condition, although it will disclose an impact on its future financial outlook regarding the aforementioned acquisition as soon as possible, when there happens a drastic change in its situation.

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Contact
Taichi Hattori
Director and CFO
ir_info@shiftinc.jp

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