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M&A and Subsidiary Changes5026TRIPLEIZE CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Decision to Transfer All Shares of a Consolidated Subsidiary

The board of directors of TRIPLEIZE CO.,LTD. decided on a policy to transfer all shares of its consolidated subsidiary, 株式会社ゼロフィールド. However, neither the execution of a share transfer agreement nor the transfer itself has been decided, and the company will make a further disclosure at a later date.

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This transaction

Share transfer
Disclosing companyTRIPLEIZE CO.,LTD.
株式会社ゼロフィールドSubject of this transactionNumber of shares acquired All shares (number of shares: Not disclosed; number of voting rights: Not disclosed)Voting rights ownership percentage Before 100% (after not disclosed)
Date of board resolution15 July 2026
Target company

AI- and big data-related systems development and operations; GPU server sales and operations; and data center construction, sales and operations

Location Minato-ku, TokyoShare capital ¥55.06 millionDate of incorporation 14 April 2017
Net Sales¥1,101 million (fiscal year ended August 2025)
Operating profit¥12 million (fiscal year ended August 2025)
Net income for the current fiscal yearLoss of ¥297 million (fiscal year ended August 2025)
Net assets¥97 million (fiscal year ended August 2025)
Impact on Business Performance

If the share transfer progresses and the requirements under IFRS 5, “Non-current Assets Held for Sale and Discontinued Operations,” are met, the GPU server business operated by 株式会社ゼロフィールド is expected to be classified as a discontinued operation. For details, please refer to the “Notice Regarding the Withdrawal of the Full-Year Earnings Forecast” announced today.

This transaction
ItemDetails
Transaction nameShare transfer
Name of the Subject Company株式会社ゼロフィールド
Business Description of the Subject CompanyAI- and big data-related systems development and operations; GPU server sales and operations; and data center construction, sales and operations
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥55.06 million
Date of Establishment of the Subject Company14 April 2017
Net Sales of the Subject Company¥1,101 million (fiscal year ended August 2025)
Operating Profit of the Subject Company¥12 million (fiscal year ended August 2025)
Net Income of the Subject CompanyLoss of ¥297 million (fiscal year ended August 2025)
Net Assets of the Subject Company¥97 million (fiscal year ended August 2025)
Number of shares acquiredAll shares (number of shares: Not disclosed; number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceIf the share transfer progresses and the requirements under IFRS 5, “Non-current Assets Held for Sale and Discontinued Operations,” are met, the GPU server business operated by 株式会社ゼロフィールド is expected to be classified as a discontinued operation. For details, please refer to the “Notice Regarding the Withdrawal of the Full-Year Earnings Forecast” announced today.
Date of board resolution15 July 2026
Items this document does not state (18)
Counterparty nameAcquisition priceExpenses 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)Contract DateExecution Date / Effective DateValuation 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.

As the group works to optimize its overall business portfolio and improve returns on capital, it determined that, given issues including 株式会社ゼロフィールド's limited capacity for investment, it would not be effective for the group to promote the GPU server business or for the company to optimize its business and support 株式会社ゼロフィールド's future growth.

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Notice Regarding the Decision to Transfer All Shares of a Consolidated Subsidiary | TRIPLEIZE CO.,LTD. (5026) timely disclosure | Komori