Notice Regarding Making Bond Co., Ltd. a Wholly Owned Subsidiary via Simplified Share Exchange

abc株式会社 (Headquarters: Minato-ku, Tokyo; Representative: Gen Matsuda; TSE Standard: 8783; hereinafter referred to as 'the Company') announced that it resolved at a board meeting held today, May 21, 2026, to enter into a contract to make Bond Co., Ltd. (Headquarters: Minato-ku, Tokyo; Representative: Hiro Hirata; hereinafter 'Bond'), the operator of the amusement bar 'Kateneko Poker Club,' a wholly owned subsidiary via a simplified share exchange (effective date: scheduled for June 12, 2026).

This acquisition aims to expand the Company's business foundation in the entertainment sector by entering the amusement poker market and building community-based entertainment businesses in collaboration with existing subsidiaries.

1. Reasons for and Background of the Acquisition In recent years, poker has gained widespread recognition in Japan as a competitive mind sport, particularly among the youth. With the market for community-based entertainment centered on poker tournaments and events growing, the Company views this as a new business opportunity.

Bond, the target company, operates the amusement bar 'Kateneko Poker Club' in a prime location in Shimbashi, Tokyo. It possesses a solid legal framework with all necessary permits, including specified entertainment restaurant business licenses, game center licenses, and food service licenses, alongside a strong player community. By integrating the governance and compliance framework of the publicly listed Company group into Bond, abc intends to fulfill the social mission of promoting industry health and reliability while providing safe and attractive user experiences.

2. Future Developments and Features Following this acquisition, the Company group will construct a multi-layered model consisting of the following three segments to achieve diversification:

Building Customer Touchpoints and Communities through Physical Store Operations By internalizing the store management know-how cultivated by Bond, the Company will use 'Kateneko Poker Club' as a core hub to drive continuous traffic and community building.

Hosting Large-Scale Tournaments Utilizing Studios Based on the store community, the Company plans to hold large-scale events at 'Studio Camelot,' which is operated by subsidiary CAMELOT.

Introducing Unique Tokens and Digital Payments Utilizing Web3 Technologies To enhance the customer experience across both stores and tournaments, the Company will consider designing and developing proprietary tokens (digital membership cards) using blockchain technology and constructing a decentralized member management and micro-payment infrastructure.

3. Future Outlook and Financial Impact Bond's recent financial results show sales of 156 million yen and an operating profit of 7 million yen for the fiscal year ended August 2024, and sales of 226 million yen with an operating profit of 1 million yen for the fiscal year ended August 2025. Although operating profit temporarily declined due to advertising expenses, the company maintains a stable business base. Sales are expected to grow gradually through increasing customer counts in existing businesses and expanding revenue opportunities via large-scale events.