Notice on Acquisition of Shares of Earth Corporation and One Eight Co., Ltd. (Subsidiarization)

M&A Highlights

This transaction involves acquiring the shares of Earth Corporation and One Eight, both based in Kumamoto Prefecture, and making them subsidiaries of CyberBuzz, Inc. The number of shares to be acquired is 3,000 shares for Earth Corporation and 60 shares for One Eight. The estimated total acquisition amount is 471,282 thousand yen for Earth ordinary shares plus advisory fees of 80,000 thousand yen, totaling approximately 551,282 thousand yen. Contingent consideration including an earn-out is also set, payable during the period from October 1, 2026 to September 30, 2029, capped at one-half of EBITDA. The agreement signing is scheduled for October 16, 2026, and the share transfer execution is scheduled for October 31, 2026.

Outlook and Impact

Both companies are expected to become consolidated subsidiaries from the first quarter of the fiscal year ending September 2027. The impact on future results is expected to be incorporated into and disclosed in the consolidated earnings forecast for the fiscal year ending September 2027, to be announced on November 12, 2026. Through subsidiarization, the company plans to combine local government and producer networks with CyberBuzz's influencer network to provide new services and expand sales channels.