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M&A and Subsidiary Changes4674CRESCO LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社アストラザスタジオ by Subsidiary メクゼス, Making It a Sub-Subsidiary

CRESCO's subsidiary メクゼス will acquire all shares of 株式会社アストラザスタジオ from Nosaka Kazuki (野坂 和樹), making the company a subsidiary of メクゼス and a grandchild subsidiary of CRESCO. The share transfer date is 1 October 2026.

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This transaction

Share acquisition (making the target a grand-subsidiary)
CounterpartyNosaka Kazuki (野坂 和樹)
Disclosing companyCRESCO LTD.
株式会社アストラザスタジオVoting rights ownership percentageNumber of shares acquired 570 common shares (570 voting rights)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

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

・Planning, production and operational support for websites ・Planning and production of web-based information systems

Location Shibuya, TokyoShare capital ¥30 millionDate of incorporation 4 November 1997
Net Sales¥48 million (fiscal year ended March 2026)
Operating profit¥1 million (fiscal year ended March 2026)
Net income for the current fiscal year¥1 million (fiscal year ended March 2026)
Net assets¥11 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot disclosed (not disclosed pursuant to a confidentiality agreement between the parties)
Impact on Business Performance

The impact of this share acquisition on CRESCO's consolidated results for the fiscal year ending March 2027 will be immaterial.

This transaction
ItemDetails
Transaction nameShare acquisition (making the target a grand-subsidiary)
Counterparty nameNosaka Kazuki (野坂 和樹)
Name of the Subject Company株式会社アストラザスタジオ
Business Description of the Subject Company・Planning, production and operational support for websites ・Planning and production of web-based information systems
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company4 November 1997
Net Sales of the Subject Company¥48 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥1 million (fiscal year ended March 2026)
Net Income of the Subject Company¥1 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥11 million (fiscal year ended March 2026)
Acquisition priceNot disclosed (not disclosed pursuant to a confidentiality agreement between the parties)
Number of shares acquired570 common shares (570 voting rights)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on CRESCO's consolidated results for the fiscal year ending March 2027 will be immaterial.
Date of board resolution11 September 2026
Contract Date11 September 2026
Execution Date / Effective Date1 October 2026 (share transfer date)
Items this document does not state (14)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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 companies intend to expand new business opportunities and proposal areas by combining 株式会社アストラザスタジオ's customer base with メクゼス's system development and solution proposal capabilities. They also intend to strengthen service delivery capabilities and business areas by integrating web production and design capabilities with system development capabilities, human resources, technology and expertise.

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Notice Regarding the Acquisition of Shares in 株式会社アストラザスタジオ by Subsidiary メクゼス, Making It a Sub-Subsidiary | CRESCO LTD. (4674) timely disclosure | Komori