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Establishment of a Subsidiary in the U.S.

Establishment of a Subsidiary in the U.S.

SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) hereby announces that the Board of Directors has decided today, to establish a subsidiary in the U.S. which will serve as the foundation for promoting global business support services, overseas M&A, and the discovery of new technologies.

1. Reasons for the Establishment
As described in the announcement “SHIFT Launched Global Business Support Service, in Response to Requests from SHIFT Customers” of January 14, 2025, SHIFT began providing global business support services after forming business alliances with two U.S. corporations. SHIFT is now able to provide value to customers by confirming their demand for development support from global bases.

Aiming to strengthen and expand these services, SHIFT has decided to establish SHIFT USA Inc. (“SHIFT USA,” headquartered in California, U.S.A, Hidetaka Kojima, Director/CEO), SHIFT’s first U.S. subsidiary.

In addition to securing local resources through business alliances, by establishing SHIFT USA, we are able to provide SHIFT services in a timely manner with similar quality provided in Japan. With many Japanese companies expanding to overseas markets growing faster than in Japan, we believe that establishing SHIFT USA will enable us to respond quickly to demand for global business support services, which are expected to expand further in the future.

Moreover, SHIFT USA’s office is planned to be established in Silicon Valley, California, in the U.S., which brings together state-of-the-art IT techniques and human resources and companies with those skills and has a relatively small-time difference with Japan. By establishing an office in Silicon Valley, we will participate in the U.S. startup ecosystem and work on identifying and gathering information on new technologies and business models that could be the next game-changers.

Furthermore, we will engage in business alliances with companies that possess these technologies, and capital-tie-ups with those that share our values. At present, we are also conducting surveys of overseas companies as an M&A target. By establishing SHIFT USA, we intend to promote cross-border M&A, particularly with U.S. companies which negotiations will be smoother.

Most recently, foreign markets have been volatile due to the development and diffusion of state-of-the-art technologies, including AI, as well as foreign exchange and geopolitical conditions. SHIFT’s shares have been publicly traded on the Tokyo Stock Exchange for 10 years, with 40 consolidated subsidiaries and 10,000 employees on a consolidated basis, with net sales exceeding ¥100 billion (as of the end of August 2024), and SHIFT has gained trust from clients and business partners.

Against this backdrop, the demand for global business support services for SHIFT’s clients increased, and we determined that the timing of our expansion into the U.S. was precisely just now as we are ready to provide those services. As SHIFT, which supports the creation of marketable software services and products, we will enter a new business phase based on SHIFT USA and further expand our foundation for further growth.

2. Outline of SHIFT USA

(1)    Name SHIFT USA Inc.
(2)    Address Palo Alto, California, USA (planned)
(3)    Name and title of representative Hidetaka Kojima, Director/CEO
(4)    Business – Overseas business support services
– Implementation of M&A, administration and operation of group companies, and PMI operations
– Finding new technologies and gathering information
– Other ancillary work.
(5)    Foundation End of February 2025 (planned)
(6)    Major shareholders and their shareholding ratio(s) SHIFT Inc. 100%
(7)    Relationship between SHIFT and SHIFT USA Capital relationship SHIFT USA was established as a wholly owned subsidiary of SHIFT.
Personnel relationship Three directors of SHIFT USA to be from SHIFT*.
Business relationship SHIFT and SHIFT USA to conclude a service agreement.

Note: One of the three directors expected to serve has expertise in accounting and auditing.

3.Outlook
The SHIFT Group expects this establishment to have no material impact on its financial results or financial condition. However, should there be any significant changes, the company will promptly disclose any impact on its future financial outlook.

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Contact

ir_info@shiftinc.jp

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