Notice of Partial Transfer of Equity in a Consolidated Subsidiary and Joint Venture

Overview of the Alliance and Transfer

Kitahama Capital Partners will transfer 50% of its equity interest in Ninja Energy to PEHJ and promote the AI data center business jointly in Iga City, Mie Prefecture with PEHJ as a co-investor. The transfer price is 20,000,000 USD (approx. 31 hundred million yen) and the transfer will be executed after confirmation of receipt of the full transfer price. Post-transfer, Kitahama Capital Partners will continue to handle Ninja Energy's operational execution and Ninja Energy will remain a consolidated subsidiary. A PF fee of 100,000 USD is scheduled to be paid.

Financing, Risks and Future Outlook

The certainty of financing is currently unknown and receipt of the transfer price is a condition precedent. PEHJ plans to procure funds through borrowings and equity contributions from PE investors including Mr. Alain N.C. Strivay, with confirmation expected by October 31, 2026. Kitahama Capital Partners will provide additional disclosures depending on whether payment is received, the PF payment status, and the results of fund verification. Even after the transfer is executed, Ninja Energy will be treated as a consolidated subsidiary, and a gain on sale of affiliate shares is expected to be recorded as a special gain in the fiscal year ending March 2027, but this is not yet certain.