Notice of the Absorption-type Merger of a Subsidiary (ADX Consulting Inc.)

SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director), which supports clients in developing and delivering software services and products that drive sales, is announcing that at a meeting of its Board of Directors held today, it resolved to merge ADX Consulting Inc. (“ADX,” headquartered in Chiyoda-ku, Tokyo, Japan; Shigehiro Seki, President and Representative Director), a wholly owned consolidated subsidiary, by an absorption-type merger (hereinafter “the Reorganization”).
As this Reorganization constitutes a simplified absorption-type merger involving a wholly owned subsidiary, certain disclosure items and details have been omitted.

1.Purpose of the Reorganization
ADX was established in 2020 as a joint venture between HOPES Corporation, a consolidated subsidiary of SHIFT, and Claudio Inc., a provider of corporate digital transformation support services, and became a wholly-owned subsidiary of SHIFT in 2023. ADX’s core capabilities span ERP planning, requirements definition, and upstream consulting, positioning the company as a strong strategic complement to SHIFT’s existing ERP-related services.
By leveraging these synergies and further strengthening collaboration in this field, SHIFT aims to achieve accelerated business growth. Accordingly, the absorption-type merger was executed to drive closer integration in this area and to support the achievement of “SHIFT3000,” the SHIFT Group’s goal of reaching ¥300 billion in net sales.

2.Summary of the Reorganization
(a)Schedule of the Reorganization
Date of resolution of the Board of Directors December 22, 2025
Contract date December 22, 2025
Scheduled implementation date (effective date) March 1, 2026 (scheduled)

(b)Method of the Reorganization
This is an absorption-type merger with SHIFT as the succeeding company and ADX as the dissolving company.

(c)Details of the Allocation Related to the Reorganization
There was no issuance of new shares or payment of consideration due to the reorganization.

(d)Treatment Related to Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Reorganization
Not applicable.

Notice of the Absorption-type Merger of a Subsidiary (ADX Consulting Inc.)