Notice of Execution of Agreement for Business Integration Between Sharing Innovations Inc. and a Wholly Owned Subsidiary of Orchestra Holdings Inc.

Overview of the Business Integration

Sharing Innovations Inc. will implement mergers by absorption and a demerger to integrate the DX and PF businesses. In the DX transaction, Sharing Innovations Inc. will be the surviving company, absorbing SALTO, Nihon Giken Professional Architect, and Ves, and a demerger will transfer Ves's SES business to Sharing Innovations Inc. In the PF transaction, Land Ho will be the surviving company and G clef will be dissolved to transfer Sharing Innovations Inc.'s PF business. Both transactions are planned as non-cash transactions conditioned upon the suspension of effectiveness of the share exchange.

Future Outlook and Governance

To ensure fairness following these transactions, an independent special committee with a high degree of independence has been established and recommendations have been obtained prior to board resolution. Considering that these will involve transactions with a controlling shareholder, appropriate procedures and information disclosure will be conducted from the perspective of protecting minority shareholders. After September 2026, decisions were made following three special committee meetings, and ultimately the board of directors of Sharing Innovations Inc. approved the transactions.