Announcement of Filing a Lawsuit for Damages against PIA Co., Ltd. and Its Directors

Shosukabu.com Co., Ltd. (Representative Director: Yutaka Yamanaka, Head Office: Nerima-ku, Tokyo; hereinafter "our company") hereby announces that it has filed a lawsuit at the Tokyo District Court against PIA Co., Ltd. (Representative Director: Tomohisa Ichijo, Head Office: Shinjuku-ku, Tokyo; hereinafter "PIA") and seven of its directors, seeking damages based on tort liability, alleging severe dilution of stock value (value impairment) resulting from PIA's unjustified new share issuance regarding our ordinary shares in PIA (hereinafter "the subject shares").

1. Background and Circumstances Leading to the Lawsuit

Our company entered into a share transfer agreement on June 10, 2025, with a former shareholder who was previously the Representative Director of PIA, acquiring 54 shares (the subject shares). The former shareholder had resigned from the board and as Representative Director on February 28, 2025, due to conflicts with other directors and a loss of confidence in the management.

Prior to this, on June 6, 2025, the former shareholder notified PIA of a transfer approval request pursuant to the Companies Act. PIA resolved to "disapprove" the transfer at its extraordinary shareholders' meeting on June 20 of the same month and delivered a disapproval notice to the former shareholder on June 23.

Under Article 145, Paragraph 2 of the Companies Act, if a company disapproves a transfer, it must either notify the shareholder of its intention to purchase the shares within 40 days of the disapproval notice, or within 10 days, notify the shareholder of a designated purchaser's intent to buy. If neither action is taken within the statutory period, the transfer is legally deemed approved, and the transfer is definitively approved.

PIA and its designated purchaser failed to issue any purchase notification within the aforementioned statutory period. As a result, on August 3, 2025, the subject share transfer was definitively deemed approved, and our company formally acquired the legal status of a shareholder holding the subject shares.

2. Organized Stock Dilution by PIA's Directors

However, PIA's management, including its Representative Director, exploited the time gap before our company formally acquired shareholder rights (before the deemed approval became effective) to forcibly execute an extremely malicious new share issuance (hereinafter "the subject new share issuance") with the intent of systematic harassment and complete exclusion of our influence.

At an extraordinary shareholders' meeting on July 8, 2025, PIA resolved to increase the total number of authorized shares from 800 to 2,000 and to allocate 423 newly issued shares to existing shareholders. The primary injustices of the subject new share issuance are as follows:

• Unnecessary Fundraising: At the time, PIA had approximately 52.17 million yen in cash and deposits and zero interest-bearing debt, indicating an extremely solid financial position. There were no concrete plans for capital investments or other expenditures, and there was absolutely no need for fundraising.

• Unjustifiably Low Price: The subscription price for the new shares was set at only 50,000 yen per share, an extremely unusual and significantly low price, amounting to approximately 5.7% of the pre-issuance net asset value per share of 878,546 yen.

• Allocation Targeting Exclusion of Our Company: PIA executed this issuance despite knowing that the former shareholder (and consequently, our company, the transferee) had no intention of participating in management and would not subscribe (pay the subscription amount). As a result, this was deliberately designed to pinpoint and dilute only the former shareholder's (and thus our company's) stake, thereby destroying its economic value.

3. Damages Sustained by Our Company

Due to the forced implementation of the subject new share issuance, PIA's net asset value per share drastically declined from 878,546 yen to 315,986 yen (a decrease of approximately 64%).

Originally, the 54 shares acquired by our company should have had a value of 47,441,484 yen (878,546 yen × 54 shares). However, due to this intentional dilution scheme, the value was unjustly and drastically reduced to 17,063,244 yen (315,986 yen × 54 shares).

Consequently, our company has suffered a direct economic loss of 30,378,240 yen, the difference between these amounts.

4. Our Company's Position and Future Actions

This case represents an extremely malicious incident in which, during the process of healthy private stock liquidity and proper business succession, the majority shareholders and management intentionally destroyed the economic value of a specific minority shareholder to maintain and strengthen their own unjust control.

The defendant directors forcibly executed the board resolution and new share issuance, fully foreseeing and recognizing that it would cause massive economic damage to our company, constituting clear dereliction of duty and joint tortious acts (Civil Code Article 709). Furthermore, PIA itself, as an act of tort in the execution of duties by its Representative Director, bears a joint obligation to compensate under Article 350 of the Companies Act.

To maintain sound corporate governance and protect the legitimate rights of minority shareholders, our company will rigorously pursue the illegality of this matter through judicial proceedings and thoroughly demand full compensation and accountability from the defendants.

[Inquiries Regarding This Matter]

Shosukabu.com Co., Ltd.

Contact Department: Public Relations Desk　[email protected]

https://note.com/syousuukabu_koho

[Related Links]

Danjo-Umiwake.com: https://danjo-umiwake.com

CapitalJusticeLab: https://capital-justice-lab.com/

Profile of Our Representative

Yutaka Yamanaka (Yamana Yutaka)

Born in December 1976, a representative activist investor of the '76 generation, also an art collector, philanthropist, political sponsor, election consultant, policy advisor, social activist, and Akita dog enthusiast. Currently, as the lead shareholder of Kono Merikuron Co., Ltd., he is passionately investing in smart agriculture across three locations: Japan, Tbilisi in Georgia, and Amsterdam in the Netherlands.

In particular, in Tbilisi, the capital of Georgia in the Caucasus region, he has already begun corporate operations in agriculture, hospitals, and schools, actively expanding local activities. Notably, the local medical institutions offering surrogacy and gender selection are highly evaluated for their groundbreaking business model, providing affordable services to Japanese and people worldwide.

Recognized as an "activist investor who understands technology." In the early 2010s, he focused on NVIDIA, a developer of GPGPU and artificial intelligence-related semiconductors, executed an investment of over 2 billion yen, and ultimately achieved over 100 times return, becoming a billionaire.

Graduated as valedictorian from the Faculty of Economics, University of Tokyo. Holds a Master's degree in Financial Engineering from Columbia University Graduate School and studied at the London School of Economics and Political Science (LSE) Graduate School. Co-Representative Member of Investment Brothers LLC, Co-Founder and Chairman of Shosukabu.com Co., Ltd., currently a shareholder in over 1,000 listed companies and over 200 unlisted companies worldwide.