アダストリア（2685） – Notice of Acquisition of Shares by a Consolidated Subsidiary of the Company

Company name: Adastria Co., Ltd. Representative: Michio Fukuda, Chairman of the Board Stock code: Listing: Contact: 2685 TSE 1st Section Itsuo Iwakoshi, Senior Vice President, Head of Corporate Planning Office +81-(0) 3 -5466-2060 TEL: To whom it may concern Notice of Acquisition of Shares by a Consolidated Subsidiary of the Company The Board of Directors of Adastria Co., Ltd. approved a resolution on March 18, 2022 to acquire shares in OPEN AND NATURAL Inc. through the Company’s consolidated subsidiary BUZZWIT Co., Ltd. and to make it a consolidated subsidiary (sub-subsidiary). Details are as follows. 1. Reason for the acquisition of shares As a part of our growth strategy for 2025, the Group is working to expand its digital customer communication channels. Starting operations in 2018, BUZZWIT has grown steadily as a company engaged in the development of a dedicated e-commerce brands for the economically priced market. In this context, BUZZWIT has sought out M&A opportunities to further expand its business and focused on the children’s clothing category, which is an area of apparel that is a particularly suitable for e-commerce marketing. OPEN AND NATURAL, the company being acquired, has been marketing “pairmanon,” an EC-only children’s clothing brand since its establishment in 2017. The economically priced and high-quality brand is moderately trend setting in the children’s clothing market. With sales exceeding 2 billion yen in the fiscal year ended January 2022, it has growing presence in the e-commerce market for children’s clothing and as well as in the overall children’s clothing market. The acquisition of the shares will enable BUZZWIT to share its know-how and business structure with OPEN AND NATURAL and operational capabilities to further expand this business. 2. Overview of the consolidated subsidiary that will acquire shares (1) Company name (2) Representative (3) Headquarters (4) Business activities (5) Establishment (6) Capital (7) Major shareholders and shareholding ratio (8) Relationships between Adastria and BUZZWIT BUZZWIT Co., Ltd. Yasunori Kuroda, Representative Director and President Daiba Frontier Building 7F, 2-3-2, Daiba, Minato-ku, Tokyo Planning, manufacturing and sales of apparel and general goods November 2016 10 million yen Adastria Co., Ltd.: 100% Capital Personnel Consolidated subsidiary of Adastria Two directors of BUZZWIT concurrently serve as directors of Adastria, and two other directors concurrently serve as employees of Adastria. In addition, an employee of Adasria concurrently serves as an Audit & Supervisory Board member of 1 Business BUZZWIT. Adastria provides and other financial support to BUZZWIT. 3. Overview of the subsidiary to be acquired by BUZZWIT (1) Company name OPEN AND NATURAL Inc. (2) Representative (3) Headquarters Yoichi Sato, Representative Director and President Tsunekura Building 6F, 2-20-6, Kanda Jinbocho, Chiyoda-ku, Tokyo (4) Business activities Markets “pairmanon,” an EC children’s clothing brand (5) Establishment (6) Capital June 2017 4,000 thousand yen Yoichi Sato:76.3% Kotaro Higuchi: 18.9% (7) Major shareholders and shareholding ratio (8) Relationships between Adastria and OPEN AND NATURAL (9) Results of operations and financial position for the last three years Fiscal years ended May 31, 2020 January 31, 2022 There are no significant capital, personnel or business relationships between the two companies. 465 million yen 672 million yen 2,020 million yen January 31, 2021 (eight months) 92 million yen 374 million yen 43,507 yen 75 million yen 73 million yen 50 million yen 23,644 yen – yen 42 million yen 239 million yen 19,863 yen 43 million yen 42 million yen 28 million yen 13,213 yen – yen 205 million yen 718 million yen 97,058 yen 171 million yen 167 million yen 113 million yen 53,551 yen – yen Yoichi Sato and other six persons There are no significant capital, personnel or business relationships between Adastria or its related parties and the individual concerned or related parties of the individual concerned. 5. Number of shares to be acquired, total acquisition amount and status of ownership before and after (1) Number of shares held before 0 share (Number of voting rights: 0) (Ownership: 0%) (2) Number of shares to be acquired 2,120 shares (Number of voting rights: 2,120) (3) Total acquisition amount Not disclosed by contract. (4) Number of shares held after acquisition 2,120 shares (Number of voting rights: 2,120) (Ownership: 100%) 2 Net assets Total assets Net assets per share Net sales Operating profit Ordinary profit Net income Net income per share Dividend per share 4. Profile of Seller Name Relationships between Adastria and the seller acquisition acquisition 6. Schedule (1) Board of Directors resolution March 18, 2022 (2) Execution of the share purchase March 18, 2022 agreement (3) Share purchase March 31, 2022 (tentative) 7. Outlook The impact of this acquisition on the consolidated results of operations for the fiscal year ending February 28, 2023 is negligible. An announcement will be made promptly if it becomes clear that future business developments will have a significant impact on results. 3