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M&A and Subsidiary Changes3697SHIFT Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of a Special Subsidiary (SHIFT HAP Co., Ltd.)

SHIFT will establish a wholly owned subsidiary, SHIFT HAP, to undertake operations related to the employment of persons with disabilities and the resolution of social issues. The company is scheduled to be established on 1 October 2026, and will seek certification as a special subsidiary.

Worth reading
34Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
250
¥ millions (capital of the subsidiary to be established)
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of a special subsidiary (SHIFT HAP)
Disclosing companySHIFT Inc.
SHIFT HAPVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

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

Various contracted services for the Group and external parties; planning, development and sale of products and services that support the employment, retention and active participation of persons with disabilities and contribute to the resolution of social issues; and other related businesses

Location Shibuya, TokyoShare capital ¥250 millionDate of incorporation 1 October 2026 (scheduled)
Impact on Business Performance

The impact on the Company's operating results and financial position is expected to be minor.

Procedures and assumptions
Conditions Precedent to ExecutionFollowing its establishment, SHIFT HAP will apply for certification as a special subsidiary under the Act on the Promotion, etc. of Employment of Persons with Disabilities, with the aim of obtaining certification during 2026.
Management structure after acquisitionThe representative director will be Kitagawa Ai (北川 愛). Three directors and one audit & supervisory board member from SHIFT are expected to take office. The company name and employee terms and conditions are Not disclosed.
This transaction
ItemDetails
Transaction nameEstablishment of a special subsidiary (SHIFT HAP)
Name of the Subject CompanySHIFT HAP
Business Description of the Subject CompanyVarious contracted services for the Group and external parties; planning, development and sale of products and services that support the employment, retention and active participation of persons with disabilities and contribute to the resolution of social issues; and other related businesses
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥250 million
Date of Establishment of the Subject Company1 October 2026 (scheduled)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on the Company's operating results and financial position is expected to be minor.
Date of board resolution25 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionFollowing its establishment, SHIFT HAP will apply for certification as a special subsidiary under the Act on the Promotion, etc. of Employment of Persons with Disabilities, with the aim of obtaining certification during 2026.
Management structure after acquisitionThe representative director will be Kitagawa Ai (北川 愛). Three directors and one audit & supervisory board member from SHIFT are expected to take office. The company name and employee terms and conditions are Not disclosed.
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee

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.

To further develop and expand the Group's initiatives to employ persons with disabilities, while strengthening governance and improving operational efficiency. Through the consolidation and use of AI in back-office functions related to the employment of persons with disabilities, the creation of diverse career opportunities for employees, and the full-scale development of value-creation businesses involving flowers and art, the Group aims to enhance engagement and increase corporate value over the medium to long term.

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Notice Regarding the Establishment of a Special Subsidiary (SHIFT HAP Co., Ltd.) | SHIFT Inc. (3697) timely disclosure | Komori