Speee and SOMPO Holdings Sign Final Agreement for Joint Venture Company Establishment Through Company Split and Capital Increase

Speee Inc. (Headquarters: Minato-ku, Tokyo; President and CEO: Hideki Otsuka; TSE Standard: 4499) announced today that its Board of Directors has resolved to approve a plan for a new company split (the "New Company Split"), whereby Speee will transfer its Reform DX business (Note 1) (the "Business") to a newly established subsidiary. This decision is in line with the basic agreement announced on March 31, 2026, regarding the establishment of a joint venture company with SOMPO Holdings, Inc. (President and CEO: Mikio Okumura; hereinafter "SOMPO Holdings").

Furthermore, the Board of Directors resolved to enter into a legally binding agreement (the "Final Agreement") with SOMPO Holdings. This agreement stipulates that SOMPO Holdings will invest in the new subsidiary (the "Investment"), making the new subsidiary a joint venture company between Speee and SOMPO Holdings (a consolidated subsidiary of Speee; hereinafter the "Joint Venture Company"). The transaction, comprising the New Company Split and the Investment, is referred to as the "Transaction." The signing of the Final Agreement has been completed as of today.

(Note 1) "Reform DX Business" refers to business activities promoting digital transformation in the reform and repair sector. This includes services operated by Speee such as "Minna no Repair," a service for introducing reputable repair contractors for disaster-related damage; "Nuri-kae," a website for finding exterior wall painting companies; "Refo-sumu," a comparison site for plumbing renovations; and the sales support app "Budii."

I. Background and Purpose of the Transaction

Speee has been operating "Nuri-kae," a website for finding exterior wall painting companies, since 2015. In the reform market, where choosing reliable contractors has been a challenge, Speee has consistently provided highly transparent information and "reliable choices." As a result, the service has grown into one of Japan's largest, with over 300,000 cumulative users (Note 2) and the No. 1 rating in the industry (Note 3).

In recent years, with the increasing frequency of natural disasters in Japan such as earthquakes, floods, and landslides, Speee has, since 2022, partnered with Sompo Japan Insurance Inc. to offer "Minna no Repair." This service introduces building repair contractors who meet specific standards to customers whose homes have suffered damage from accidents or disasters.

Speee and SOMPO Holdings have agreed to sincerely discuss the establishment of a joint venture company in the Reform DX domain, leveraging Speee's expertise in service development and extensive network of affiliated companies, along with SOMPO Holdings' customer base. The joint venture company will utilize the strengths of both companies to support users, aiming to establish "trust, transparency, and speed" as new industry standards to reduce the burden on insurance policyholders during disasters and promote the sound development of the reform industry.

(Note 2) Cumulative number of cases where painting contractors were introduced through Nuri-kae.

(Note 3) Survey Overview

Survey Items: Cumulative number of users, number of reviews posted, number of companies listed (affiliated stores only)

Survey Period: March 1, 2026 - April 7, 2026

Survey Method: Individual interviews with 10 major companies

Survey Organization: Japan Marketing Research Organization

II. New Company Split

1. Outline of the New Company Split

(1) Schedule

Board of Directors Resolution Date (Approval of Basic Agreement)

March 31, 2026

Signing of Basic Agreement

March 31, 2026

Board of Directors Resolution Date (Approval of New Company Split Plan)

June 30, 2026

Effective Date (Date of Effect)

August 1, 2026 (Planned)

The New Company Split will be conducted without shareholder approval, as it meets the requirements for a simplified new company split under Article 805 of the Companies Act.

(2) Method of the New Company Split

The New Company Split will be a simplified new company split, with Speee Inc. as the splitting company and a newly established subsidiary as the succeeding company.

(3) Allocation in the New Company Split

The new subsidiary will allot and deliver all of its common shares to Speee Inc. in connection with the New Company Split.

(4) Treatment of Share Options and Bonds with Share Options Related to the New Company Split

There will be no change in the treatment of Speee Inc.'s outstanding share options and bonds with share options due to the New Company Split.

(5) Capital Increase or Decrease Due to the New Company Split

There will be no increase or decrease in Speee Inc.'s capital due to the New Company Split.

(6) Rights and Obligations to be Inherited by the New Subsidiary

The new subsidiary shall inherit the assets, liabilities, and contractual rights and obligations related to the Business, as well as its status, on the effective date, in accordance with the new company split plan.

(7) Prospects for Debt Fulfillment

It is determined that there will be no issues with the fulfillment of obligations to be borne by the new subsidiary after the effective date of the New Company Split.

2. Overview of the Parties to the New Company Split

Splitting Company / Speee Inc. (As of September 30, 2025)

Succeeding Company / New Subsidiary (Planned)

(1) Name

Speee Inc.

ReFact Inc.

(2) Location

3-2-1 Roppongi, Minato-ku, Tokyo

3-2-1 Roppongi, Minato-ku, Tokyo

(3) Representative's Title and Name

President and CEO Hideki Otsuka

President and CEO Masami Taguchi

(4) Business Description

・Financial DX ・Legacy Industry DX ・DX Consulting

Digital transformation support business in the reform and repair sector

(5) Capital

2,906,030 thousand yen

100,000 thousand yen

(6) Date of Establishment

November 29, 2007

August 1, 2026 (Planned)

(7) Number of Issued Shares

11,494,750 shares

10,000 shares

(8) Fiscal Year End

September 30

September 30 (Planned)

(9) Major Shareholders and Shareholding Ratios

Hideki Otsuka 22.48% Print Inc. 21.86% Satoshi Hisada 19.13%

Speee Inc. 100%

3. Financial Results and Financial Condition for the Most Recent Fiscal Year of the Splitting Company (Unit: Million Yen)

Fiscal Period

FY2023 (Consolidated)

FY2024 (Consolidated)

FY2025 (Consolidated)

Net Assets

5,044

5,417

7,289

Total Assets

11,295

10,116

14,813

Net Assets per Share (Yen)

481.73

507.48

634.75

Net Sales

13,605

15,722

16,435

Operating Income

810

537

△685

Ordinary Income

846

594

△661

Profit Attributable to Owners of Parent

△1,042

244

△950

Profit per Share (Yen)

△100.36

22.94

△84.88

4. Overview of the Business Segment to be Split

(1) Description of the Business to be Split

Digital transformation support business in the reform and repair sector

(2) Financial Results of the Business to be Split

Net Sales: 3,811 million yen (FY2025)

(3) Items and Amounts of Assets and Liabilities to be Split (As of March 31, 2026) (Unit: Million Yen) (Note 4)

Assets

Liabilities

Item

Book Value

Item

Book Value

Current Assets

1,092

Current Liabilities

450

Fixed Assets

58

Non-current Liabilities

-

Total

1,151

Total

450

(Note 4) The actual amounts of assets and liabilities to be split will be finalized after adding or subtracting increases and decreases up to the effective date of this split.

5. Situation After the New Company Split

There will be no changes to Speee Inc.'s name, location, representative's title and name, business description, capital, or fiscal year end as a result of the New Company Split.

III. Investment and Establishment of Joint Venture Company

Through the Investment (issuance of shares by the new subsidiary to SOMPO Holdings through a third-party allotment of new shares, and SOMPO Holdings' subscription and payment for said shares), the new subsidiary will become a joint venture company of Speee and SOMPO Holdings, with an investment ratio of 60.7% for Speee and 39.3% for SOMPO Holdings. The Joint Venture Company will remain a consolidated subsidiary of Speee after becoming a joint venture.

1. Overview of the Counterparty to the Joint Venture Company (As of September 30, 2025)

(1) Name

SOMPO Holdings, Inc.

(2) Location

1-26-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo

(3) Representative's Title and Name

Group CEO, Director, Representative Executive Officer and President Mikio Okumura

(4) Business Description

(1) Management of casualty insurance companies, life insurance companies, and other companies designated as subsidiaries under the Insurance Business Act. (2) Other businesses incidental to the business described in the preceding item. (3) In addition to the businesses described in the preceding two items, businesses that a holding company may engage in under the provisions of the Insurance Business Act.

(5) Capital

100 billion yen

(6) Date of Establishment

April 1, 2010

(7) Major Shareholders and Shareholding Ratios

Japan Trustee Services Bank, Ltd. (Trust Account) 15.94% Japan Custody Bank, Ltd. (Trust Account) 5.90% STATE STREET BANK AND TRUST COMPANY 505103 3.15%

(8) Relationship with Speee Inc.

Capital Relationship: None.

Personnel Relationship: None.

Business Relationship: There is a business relationship concerning "Minna no Repair," Speee's service for introducing building repair contractors.

Relationship with Related Parties: None.

(9) Consolidated Financial Results and Financial Condition for the Past Three Fiscal Years (Unit: Million Yen)

Fiscal Period

FY2023

FY2024

FY2025

Net Assets

1,199,140

2,868,258

2,865,132

Total Assets

13,351,277

14,832,778

15,030,015

Net Assets per Share (Yen)

1,904.47

2,887.69

3,029.56

Ordinary Revenue

4,525,869

4,933,646

5,453,769

Ordinary Income

49,504

488,034

552,924

Profit Attributable to Owners of Parent

26,413

416,054

422,927

Profit per Share (Yen) (Note 5)

26.14

419.83

436.45

Dividends per Share (Yen) (Note 5)

260.00

300.00

132.00

(Note 5) A stock split of 3 shares for every 1 common share was conducted on April 1, 2024. Net assets per share and profit per share are calculated assuming the stock split occurred at the beginning of FY2023.

2. Overview of the Investment

(1) Allottee

SOMPO Holdings, Inc.

(2) Number of New Shares to be Issued

6,473 shares (Planned)

(3) Issue Price per Share

280 thousand yen per share (Planned)

(4) Total Amount of Issue Price (Estimated)

1,812 million yen (Planned)

(5) Payment Date

September 2026 (Planned)

(6) Increase in Capital Stock and Capital Reserve

Increase in Capital Stock: 906 million yen (Planned) Increase in Capital Reserve: 906 million yen (Planned)

(7) Basis for Calculation of Issue Price (Estimated)

Determined through consultation between the parties, taking into comprehensive consideration the assets and liabilities of the target business to be inherited through the New Company Split, future business plans, and the shareholding ratio after the third-party allotment of new shares.

(8) Use of Proceeds

Intended to be used as funds for the business growth of the new subsidiary.

3. Business Description of the Joint Venture Company

Leveraging the strengths of both companies to support users, the joint venture company aims to resolve information asymmetry in the reform industry, which is a social issue, and redevelop the value chain in the reform and repair sector. The common goal is to establish "trust, transparency, and speed" as new industry standards, and the company plans to engage in the following businesses:

Providing a matching platform for reform contractors and users.

Developing and providing products to improve the productivity of reform contractors.

Introducing reputable repair contractors to insurance policyholders who have suffered damage during disasters.

4. Overview of the Joint Venture Company After Investment (Planned)

(1) Name

ReFact Inc.

(2) Location

3-2-1 Roppongi, Minato-ku, Tokyo

(3) Representative's Title and Name

President and CEO Masami Taguchi

(4) Business Description

Digital transformation support business in the reform and repair sector

(5) Capital

1,006 million yen (Planned)

(6) Date of Establishment

August 1, 2026 (Planned)

(7) Fiscal Year End

September 30 (Planned)

(8) Shareholding Ratio

(Before Investment) Speee Inc. 100%

(After Investment) Speee Inc. 60.7%, SOMPO Holdings 39.3%

(9) Relationship with Speee Inc.

Capital Relationship: At the time of establishment, Speee Inc.'s shareholding ratio in the company will be 100%. After the Investment, Speee Inc.'s shareholding ratio will be 60.7% and SOMPO Holdings' will be 39.3%.

Personnel Relationship: At the time of establishment, Speee Inc. will nominate its officers and employees as directors of the company. After the Investment, SOMPO Holdings will nominate one director from its officers and employees, resulting in a composition of two directors from Speee Inc. and one from SOMPO Holdings.

Speee Inc. employees primarily engaged in the Business will continue to be engaged in the Business at the new company.

Business Relationship: After the commencement of the joint venture business, the new company plans to outsource services such as back-office support to Speee Inc.

5. Performance Outlook of the Joint Venture Company

Regarding the performance outlook of the Joint Venture Company, specific details will be discussed by both companies going forward, and are currently undecided.

6. Schedule for Establishment of Joint Venture Company

Board of Directors Resolution (Speee Inc.)

June 30, 2026

Date of Signing Final Agreement based on this Agreement

June 30, 2026

Payment Date for Investment

September 2026 (Planned)

About Speee Inc.

Speee Inc., under its corporate mission "Exhaustive Exploration. Drawing the Future.," is a company that promotes digital transformation (DX) through a chain of data-driven business development. It operates in a wide range of fields, including the Legacy Industry DX business, DX Consulting business, and Financial DX business.

[Services Provided]

・Digital marketing consulting service for rapid business growth (SEO/AEO/UIUX improvement/Advertising) (https://webanalytics.speee.jp/)

・"SPEC & COMPANY," a specialized unit for transformation from digital-native companies (https://spec.speee.jp/)

・"Bantner," a partnership consulting service supporting corporate DX (https://bantner.speee.jp/)

・Real estate sale and appraisal service "Ieul" (https://ieul.jp/)

・Land utilization and real estate investment plan comparison site "Ieul Land Utilization" (https://ieul.jp/land/)

・Real estate appraisal service specializing in reputable real estate companies "Sumai Step" (https://sumai-step.com/)

・Real estate company reputation service "Ouchi no Kataribe" (https://ouchi-ktrb.jp/)

・Fully membership-based house search service "Housii" (https://ieul.jp/buy/)

・AI real estate appraisal tool selected by sellers "Tsunagaru Online Appraisal" (https://tsunagaru-online.jp/lp/satei/)

・Exterior wall painting company search site "Nuri-kae" (https://www.nuri-kae.jp/)

・Comparison site for plumbing renovations "Refo-sumu" (https://refo-sumu.jp/)

・Review and reputation site for nursing care facilities "Caresul Kaigo" (https://caresul-kaigo.jp/)

・Blockchain business "Datachain" (https://datachain.jp)

・Debt collection automation SaaS "Compl" (https://cmpl.jp/)

[Company Overview]

Company Name: Speee Inc.

Business Overview: Financial DX business, Legacy Industry DX business, DX Consulting business

Established: November 2007

Location: 3-2-1 Roppongi, Minato-ku, Tokyo

Representative: Hideki Otsuka, President and CEO

Securities Code: 4499 (TSE Standard Market)

URL: https://speee.jp/

*Company names and product names mentioned are trademarks or registered trademarks of their respective companies.