Ureru Net Koukoku Sha Group (9235) Announces Signing of Basic Agreement for Share Acquisition (Subsidiary Formation) of Call Center and BPO Company "Step y's Co., Ltd."

Ureru Net Koukoku Sha Group Co., Ltd. (Headquarters: Fukuoka City, Fukuoka Prefecture; Representative Director and CEO: Sohei Uekihara; TSE Growth Market: Securities Code 9235; hereinafter "Ureru Net Koukoku Sha Group") announces that its Board of Directors has resolved to conclude a basic agreement regarding the acquisition of shares of Step y's Co., Ltd. (Headquarters: Chuo-ku, Tokyo; Representative Director and President: Yukari Kabasawa; hereinafter "Step y's"), a company engaged in call center operations and BPO (Business Process Outsourcing) businesses, and to make it a subsidiary. We hereby inform you of the conclusion of said agreement as follows. Although a basic agreement was reached on March 2, 2026, at that time, important conditions such as the scope of share acquisition, acquisition price, and scheme were undetermined, and the feasibility and certainty of the transaction were not sufficient. Therefore, it was judged that it did not fall under the category of a decision requiring timely disclosure. Subsequently, as the conditions became clearer and the certainty of the transaction increased, this information is being disclosed today as useful information for investment decisions. Details such as the acquisition price are currently under discussion and will be disclosed promptly once determined. 1. Purpose and Background of Concluding the Basic Agreement Step y's is a BPO company that primarily engages in inbound and outbound call center operations, along with back-office support, telephone secretarial services, and various business agency services. In particular, it has a customer base centered on real estate management companies and real estate-related businesses, possessing strengths in daily and continuous customer response operations such as resident support, inquiry handling, and initial reception. With its strengths in operation building capabilities centered on customer response and human resource management, it has contributed to improving the operational efficiency and customer satisfaction of client companies. Step y's has many customers in fields close to living infrastructure, including the real estate industry, and has built a stable business foundation with a stock-based revenue model premised on continuous business contracts. On the other hand, for further business growth, it recognizes that new customer acquisition, expansion of service areas, and advanced operational efficiency are important themes. Ureru Net Koukoku Sha Group, with Ureru Net Koukoku Sha Co., Ltd. at its core, possesses marketing know-how in D2C (net mail order) marketing, net advertising, SNS marketing, SEO and AEO, and EC support. It has also built a B2B sales network and utilized AI technology for operational efficiency. Through the conclusion of this basic agreement, the company will consider establishing a system to support Step y's in new customer acquisition and business expansion by utilizing these management resources. Step y's operates call center services primarily focused on telephone agency and customer support, SES, and BPO services, as well as aesthetic and restaurant businesses. However, the target of this share acquisition excludes these aesthetic and restaurant businesses. Furthermore, the proportion of the aesthetic and restaurant businesses in the company's sales and profit is limited, and their impact on the company's business results and financial condition over the past three years has been minor. 2. Overview of Step y's Business Step y's call center business handles a variety of tasks, including order reception and inquiry handling for EC and mail-order businesses, reservation agency, and initial contact points. It has an operational system that can flexibly respond regardless of industry or business type, contributing to improving client companies' customer satisfaction and preventing loss of opportunities. In its BPO and back-office support business, it widely supports companies' indirect operations, mainly focusing on order management, data entry, and various administrative tasks. These businesses are characterized by their high continuity, based on human resources and operational know-how, enabling stable business operations. 3. Synergies with Ureru Net Koukoku Sha Group and Step y's Growth Strategy Through the conclusion of this basic agreement, Ureru Net Koukoku Sha Group will consider combining Step y's operational know-how in call center and BPO areas with Ureru Net Koukoku Sha Group's expertise in D2C (net mail order) marketing, net advertising, SNS marketing, SEO and AEO, and EC support. This aims to achieve new customer acquisition and business area expansion for Step y's. Specifically, through Ureru Net Koukoku Sha Group's marketing support,