Notice Regarding the Acquisition of Fixed Assets | Will Smart Co.,LTD. (175A) timely disclosure

Worth reading

36Immaterial

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Direction

Improvement

Direction inferred from the company’s description.

Scale

85000

Thousand yen (estimated acquisition price)

Wording

Avoiding a definitive answer

How definitive the wording is.

This transaction

Acquisition of Fixed Assets

TimelineThe spacing between the points is proportional to the actual number of days.

Consideration and expenses

Acquisition priceApproximately ¥85 million (estimated acquisition price)

Funding arrangementsThe funds raised through the issuance of new shares by way of a third-party allotment will be allocated to this investment. Of the estimated net proceeds of ¥444 million, ¥200 million designated as the use of funds will be allocated to investment in the Company's platform.

Impact on Business Performance

The impact of this transaction on the earnings forecast for the fiscal year ending December 2026 (fiscal year 15) is expected to be minor. The amount of the subsidy is expected to be finalized in the fiscal year ending December 2027 and has not been incorporated into the earnings forecast for the fiscal year ending December 2026.

Procedures and assumptions

Conditions Precedent to ExecutionThe prescribed procedures will be required going forward for the subsidy to be granted.

This transaction
Item	Details
Transaction name	Acquisition of Fixed Assets
Acquisition price	Approximately ¥85 million (estimated acquisition price)
Funding arrangements	The funds raised through the issuance of new shares by way of a third-party allotment will be allocated to this investment. Of the estimated net proceeds of ¥444 million, ¥200 million designated as the use of funds will be allocated to investment in the Company's platform.
Impact on Business Performance	The impact of this transaction on the earnings forecast for the fiscal year ending December 2026 (fiscal year 15) is expected to be minor. The amount of the subsidy is expected to be finalized in the fiscal year ending December 2027 and has not been incorporated into the earnings forecast for the fiscal year ending December 2026.
Date of board resolution	24 July 2026
Execution Date / Effective Date	Sequentially from August 2026 (acquisition to be completed in phases through the first quarter of the fiscal year ending December 2027)
Conditions Precedent to Execution	The prescribed procedures will be required going forward for the subsidy to be granted.

Items this document does not state (25)

Counterparty nameName of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The development of the core system package for the bus industry is based on the medium-term management plan, which identifies digital transformation in regional transportation as a growth driver, and will utilize the Company's IoT product platform and the standard specifications of the Ministry of Land, Infrastructure, Transport and Tourism's “COMmmmONS” project. The Company expects compliance with the standards to lower barriers to adoption, facilitate the rollout to bus operators nationwide and expand its market share.

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