Announcement Regarding Full Subsidiary Acquisition of International Kampo Research Institute Co., Ltd. through Share Acquisition and Share Exchange, and Change in Subsidiary (Specific Subsidiary)

Ureru Net Advertising Group Co., Ltd. (Headquarters: Fukuoka City, Fukuoka Prefecture; President and CEO: Sohei Uekihara; Tokyo Stock Exchange Growth Market: Securities Code 9235; hereinafter referred to as "the Company") announced today that, at a board of directors meeting held on this day, it resolved to acquire a portion of the issued shares of International Kampo Research Institute Co., Ltd. (hereinafter referred to as "International Kampo Institute") via share transfer (hereinafter referred to as "this share acquisition"). International Kampo Institute is an e-commerce business company with approximately 500 million yen in sales and estimated post-acquisition operating profit (note) of approximately 0.2 billion yen. Subsequently, the Company will conduct a share exchange (hereinafter referred to as "this share exchange") with the Company as the wholly-owned parent company and International Kampo Institute as the wholly-owned subsidiary, thereby making International Kampo Institute a wholly-owned subsidiary (hereinafter referred to as "this full subsidiary acquisition"). On the same day, the Company entered into a share transfer agreement (hereinafter referred to as "this share transfer agreement") and a share exchange agreement (hereinafter referred to as "this share exchange agreement").

(Note) Post-acquisition operating profit refers to earnings after deducting executive compensation and expenses unrelated to operations.

International Kampo Institute is an e-commerce and health food company with its main product being the health beverage "Biro Senju," made from natural herbal ingredients. The company has an approximately 80,000-member customer network, cumulative sales exceeding 90 million bottles, an integrated manufacturing system via its own factory, and academic evidence from joint research with universities.

Through this full subsidiary acquisition, the Company aims to further expand its business and enhance corporate value by integrating its D2C marketing, online advertising operations, SNS marketing, SEO/AEO, cross-border e-commerce, and AI utilization expertise with International Kampo Institute’s product development capabilities, customer base, and brand assets.

This share exchange is scheduled to be implemented with August 10, 2026, as the effective date, subject to approval of the share exchange agreement at extraordinary shareholders’ meetings of both the Company and International Kampo Institute, scheduled for late July 2026.

Details are as follows:

I. Regarding This Share Acquisition and This Share Exchange

1. Purpose of This Full Subsidiary Acquisition

The Company operates cloud services and marketing support services for D2C (online retail) businesses, guided by its management philosophy of "leading every company we engage with to 100% success using our Ultimate Sales Know-How®."

Meanwhile, International Kampo Institute focuses on planning and selling health beverages, with its main product being "Biro Senju," a health drink made from natural herbal ingredients. The company has an integrated manufacturing system via its own factory, accumulated product development expertise over many years, and an approximately 80,000-member customer network. Since its launch in 1992, its flagship product "Biro Senju" has achieved cumulative sales exceeding 90 million bottles, establishing strong brand power as a long-selling product.

Additionally, through long-term joint research with universities, the company has established academic evidence, building a business foundation with high reliability and uniqueness in the health food sector.

Furthermore, the company maintains a stable membership base with a recurring purchase model, operating a business with sales of approximately 500 million yen and a stable revenue base with post-acquisition operating profit of approximately 0.2 billion yen.

The Company believes that by making International Kampo Institute a wholly-owned subsidiary, it can create significant synergy by combining its D2C marketing, online advertising operations, SNS marketing, SEO/AEO, CRM, and e-commerce support expertise with International Kampo Institute’s product development capabilities, membership base, and brand assets.

Specifically, the Company will strengthen new customer acquisition by leveraging its "Ultimate Sales Know-How®," increase recurring revenue through expansion of subscription models, and expand its customer base through SNS marketing and SEO/AEO initiatives.

Additionally, through collaboration with Ureru Cross-Border EC Co., Ltd., a consolidated subsidiary of the Company, the Company will promote cross-border e-commerce, primarily targeting Asian markets, to expand overseas sales of "Biro Senju" and other products of International Kampo Institute.

Furthermore, as announced in the press release dated April 13, 2026, "Ureru Net Advertising Group (9235) Announces Basic Agreement for Acquisition of Call Center and BPO Company Step y's Co., Ltd. (Subsidiary Acquisition)," the Company plans to enhance follow-up systems for existing customers through collaboration with Step y's Co., Ltd.—which will become a consolidated subsidiary—and its call center functions and BPO operational expertise. The Company will also advance CRM sophistication and customer analytics using AI technology to maximize customer lifetime value (LTV).

This full subsidiary acquisition is part of the Company Group’s growth strategy of "existing business × M&A × new business." The Company believes this will strengthen its business foundation in the healthcare and wellness sector, enhance group profitability, and contribute to medium- and long-term corporate value enhancement.

2. Method of This Share Acquisition and This Share Exchange

The Company will acquire 22,070 shares of International Kampo Institute’s 46,918 issued shares through this share acquisition and the remaining 24,848 shares through this share exchange, thereby making International Kampo Institute a wholly-owned subsidiary.

3. Overview of This Share Acquisition

(1) Schedule of This Share Acquisition

(Note) The above schedule may be subject to change depending on the progress of procedures related to this share exchange.

(2) Overview of the Counterparty in This Share Acquisition

(3) Number of Shares Acquired, Acquisition Price, and Shareholding Status Before and After Acquisition in This Share Acquisition

(4) Basis for Determining Acquisition Price

The share acquisition amount in (3)3 above was determined through careful discussions between the parties, based on the valuation results described in "5. Basis for Allocation in This Share Exchange" under "(2) Matters Related to Valuation" and "2 Overview of Valuation."

4. Overview of This Share Exchange

(1) Schedule of This Share Exchange

(Note) The above schedule may be subject to change depending on the progress of procedures related to this share exchange.

(2) Method of This Share Exchange

This is a share exchange with the Company as the wholly-owned parent company and International Kampo Institute as the wholly-owned subsidiary.

(3) Allocation Details in This Share Exchange

(Note 1) Share Allocation Ratio

For every one ordinary share of International Kampo Institute, 19.20 ordinary shares of the Company will be allocated. The Company plans to issue 477,081 new ordinary shares in connection with the share delivery under this share exchange. The share exchange ratio for this share exchange stated in the table above (hereinafter referred to as "this share exchange ratio") may be revised by mutual agreement of both companies if there are significant changes in the conditions forming the basis of the calculation, as stipulated in the share exchange agreement.

(Note 2) Handling of Fractional Shares

Shareholders of International Kampo Institute who hold fractional shares (less than 100 shares) of the Company as a result of this share exchange cannot sell these fractional shares on a financial instruments exchange market. However, under Article 192, Paragraph 1 of the Companies Act, they may request the Company to purchase their fractional shares.

(Note 3) Handling of Fractions Less Than One Share

If fractional shares of less than one ordinary share of the Company arise as a result of this share exchange, the Company will pay an amount corresponding to the fractional portion to shareholders of International Kampo Institute, in accordance with Article 234 of the Companies Act.

(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with This Share Exchange

International Kampo Institute does not issue stock acquisition rights or bonds with stock acquisition rights.

5. Basis for Allocation in This Share Exchange

(1) Basis and Rationale for Allocation

To ensure fairness and appropriateness in determining the share exchange ratio for this share exchange, the Company commissioned Aoyama Trust Accounting Co., Ltd., an independent third-party valuation firm, to assess the share values of both the Company and International Kampo Institute and determine the share exchange ratio.

Based on the valuation results for International Kampo Institute and the proposed share exchange ratio provided by the valuation firm, and after careful discussions between both companies considering the financial condition, asset status, financial forecasts, and other future outlooks of International Kampo Institute, the Company concluded that conducting this share exchange at this share exchange ratio would be beneficial to the shareholders of both companies.

(2) Matters Related to Valuation

1 Name of Valuation Firm and Relationship with the Company

The Company selected Aoyama Trust Accounting Co., Ltd., an independent third-party valuation firm separate from both the Company and International Kampo Institute, and obtained a valuation report regarding the share value of International Kampo Institute on June 22, 2026.

Aoyama Trust Accounting Co., Ltd. is not a related party of the Company or International Kampo Institute and has no significant conflicts of interest regarding this share exchange that need to be disclosed.

2 Overview of Valuation

In determining the allocation terms for this share exchange, the Company determined its own share value to be 469 yen per share (note), using the market price method, considering that the Company is a listed entity.

For International Kampo Institute’s share value, the Company adopted the DCF method as the primary valuation approach, as it appropriately reflects the company’s future earning potential as a going concern, and also used the comparable listed company method as a reference.

Under the DCF method, based on the business plan prepared by International Kampo Institute, the enterprise value was estimated at 45.6 billion yen to 51.8 billion yen, and the per-share value was estimated at 9,727 yen to 11,042 yen. Although the business plan for the fiscal year ending August 2026 is flat, operating profit is expected to increase due to the exclusion of executive compensation and expenses unrelated to operations. Therefore, operating profit is projected at approximately 0.2 billion yen.

As a reference evaluation using the EV/EBITDA multiple method under the comparable listed company method, the enterprise value was estimated at 40.9 billion yen to 47.4 billion yen, and the per-share value was estimated at 8,709 yen to 10,108 yen.

As a reference evaluation using the EV/EBIT multiple method under the comparable listed company method, the enterprise value was estimated at 44.8 billion yen to 53.3 billion yen, and the per-share value was estimated at 9,548 yen to 11,367 yen.

Aoyama Trust Accounting Co., Ltd. is not a related party of the Company or International Kampo Institute and has no significant conflicts of interest regarding this full subsidiary acquisition that need to be disclosed.

The firm conducted the valuation on the assumption that the materials and information provided are accurate and complete, that there are no undisclosed material facts, and that the business plan is prepared based on reasonable assumptions.

The Company comprehensively considered the valuation results, results of financial, tax, and legal due diligence, future business plans, expected synergies, and market conditions, and determined the transaction terms stated in "4. Overview of This Share Exchange" under "(3) Allocation Details in This Share Exchange."

(Note) To eliminate subjectivity, the value is set at 469 yen, the closing price of the Company’s ordinary shares on the Tokyo Stock Exchange Growth Market on June 26, 2026 (the business day prior to the board of directors’ resolution date). This reflects the market price immediately before the board resolution and is considered reasonable and not particularly favorable.

(3) Expected Delisting and Reasons

The Company will be the wholly-owned parent company in this share exchange, and International Kampo Institute, the wholly-owned subsidiary, is unlisted; therefore, this item does not apply.

(4) Measures to Ensure Fairness

To ensure the fairness of the share exchange ratio in this share exchange, the Company selected Aoyama Trust Accounting Co., Ltd., an independent third-party valuation firm separate from both the Company and International Kampo Institute, and obtained a valuation report on the share value of International Kampo Institute on June 22, 2026. For an overview of this valuation report, please refer to "5. Basis for Allocation in This Share Exchange" under "(2) Matters Related to Valuation" and "2 Overview of Valuation" above.

6. Overview of the Companies Involved in This Share Exchange

Overview of the Share Exchange Wholly-Owned Parent Company (the Company)

* Consolidated financial statements have been prepared starting from the fiscal year ending July 2024.

* Shareholding ratios are based on the shareholder register as of May 8, 2026.

Overview of the Share Exchange Wholly-Owned Subsidiary (International Kampo Institute)

* Prepared based on tax returns.

7. Status After This Share Exchange

8. Overview of Accounting Treatment

The accounting treatment for this share exchange falls under "acquisition" according to the business combination accounting standards and will be treated as the Company’s acquisition of International Kampo Institute. As a result, the Company expects to recognize positive goodwill, although the amortization period and other details have not yet been finalized.

9. Future Outlook

The impact of this share exchange on the Company’s consolidated financial results is currently under review. The Company will promptly announce any matters that require disclosure in the future.

II. Change in Subsidiary (Specific Subsidiary)

1. Reason and Method of Change

At today’s board of directors meeting, the Company resolved to conduct this share exchange and make International Kampo Institute a wholly-owned subsidiary. As International Kampo Institute’s sales in its most recent fiscal year are expected to account for more than 10% of the Company’s consolidated net sales in its most recent consolidated fiscal year, this change qualifies as a change in a specific subsidiary.

2. Overview of the Subsidiary Subject to Change

Please refer to "6. Overview of the Companies Involved in This Share Exchange" under "I. Regarding This Share Acquisition and This Share Exchange."

3. Schedule of Change

Please refer to "4. Overview of This Share Exchange" under "(1) Schedule of This Share Exchange" in "I. Regarding This Share Acquisition and This Share Exchange."

4. Future Outlook

Please refer to "9. Future Outlook" under "I. Regarding This Share Acquisition and This Share Exchange."

End

Company Name: Ureru Net Advertising Group Co., Ltd. (Tokyo Stock Exchange Growth Market: Securities Code 9235)

Tokyo Office

20th Floor, Trade Pier Odaiba, 2-3-1 Daiba, Minato-ku, Tokyo 135-0091

TEL: 03-6459-0562 FAX: 03-6459-0563

Fukuoka Office (Headquarters)

4th Floor, RKB Broadcasting Building, 2-3-8 Momochihama, Sawara-ku, Fukuoka City, Fukuoka Prefecture 814-0001

TEL: 092-834-5520 FAX: 092-834-5540

Representative: President and CEO Sohei Uekihara

Date of Establishment: January 20, 2010

URL: https://group.ureru.co.jp

Facebook: https://www.facebook.com/ureru

<Inquiries Regarding This Release>

Yuya Goto, Executive Officer, Ureru Net Advertising Group Co., Ltd.

E-MAIL: goto@ureru.co.jp

TEL: 092-834-5520