January 17, 2023
FOR IMMEDIATE RELEASE
Company name
Representative
Inquiries
Phone

Premier Anti-Aging Co., Ltd.
(Securities code：4934 Tokyo StockExchange)
Kiyoshi Matsuura, President
Yuka Uehara,
Head of Corporate Communication Division
and Executive Officer+81-3-3502-2020

Notice Concerning Acquisition of Shares of Venex Co., Ltd.
Premier Anti-Aging Co., Ltd. (“the Company”) announces today that it has resolved to acquire the shares ofVenex Co., Ltd. and make it a consolidated subsidiary at the meeting of the Board of Directors held on January
17, 2023. Although this case does not fall under the criteria for timely disclosure, it is judged as useful
information and is disclosed voluntarily.
1. Rationale for acquisition of shares
The Premier Anti-Aging Group's management policy is to enrich people's casual daily lives and transformthem into a new future by providing unprecedented "unique value." In the cosmetics and anti-aging fields, wehave set a medium- to long-term goal of creating and nurturing multiple category No. 1 brands and aiming tobecome an anti-aging company.
Based on this mission, in the cosmetics manufacturing and sales business, we have developed our main product
DUO "The Cleansing Balm" to be the No. 1 product in the category and have been nurturing CANADEL andclayence as brands following DUO. We have expanded our business by leveraging the digital marketing knowhow and product planning capabilities that we have cultivated since our founding.
This time, in addition to further business expansion in the cosmetics manufacturing and sales business, wehave decided to acquire the shares of Venex Co., Ltd. and make it a consolidated subsidiary for the purpose ofcreating new value under the theme of anti-aging and building a stable earnings base from a medium- to longterm perspective.
Venex Co., Ltd. develops, manufactures, and sells recovery wears made from materials that combine nanoplatinum produced by amino acid/oligopeptide reduction and multiple minerals. It boasts overwhelming
recognition as a functional clothing brand used by a number of top athletes and celebrities. The market forrecovery solutions (clothes) , to which recovery wear belongs, is expected to grow to over 500 billion yen by
2030* with the entry of major manufacturers. The Venex brand, which has been built as a pioneer in recovery
wear, has established itself as the leader thanks to the support of customers.
Through this share acquisition, the Premier Anti-Aging Group will be able to acquire areas that it wants todevelop in the future as an anti-aging company, and synergies with adjacent business areas can be expected.

*Source: Recovery week promotion secretariat "Japan's first estimate of the market size of 'recovery', the three elements of health, incollaboration with the Kanagawa prefectural Me-Byo industry research group. The 2030 recovery market will reach 14.1 trillion yen."

2. Future initiatives
The Premier Anti-Aging Group intends to expand its business area to become an anti-aging company. Interms of entering new businesses, in addition to our own efforts and business alliances with partners, we willcontinue to work on M&As such as investments and acquisitions based on the premise of disciplined use ofcapital as one of our options.
3. Overview of newly acquired company
(1)

Name

Venex Co., Ltd.

(2)

Address

4F Asaoka Building, 4-4-13 Nakamachi, Atsugi City, Kanagawa(3)

Representative

Taichi Nakamura, President and Representative Director(4)

Business description

Development, manufacturing, and sales of recovery wears(5)

Paid in capital

10 million yen(6)Year of foundation

September 2005

Major shareholder

Taichi Nakamuraand holding ratio(Three other individual shareholders)

(7)

(8)

Relationship with theCompany

67%

CapitalNone

Personnel

None

BusinessNone

4. Overview of the counterparties to this acquisition
(1)

Name

Taichi Nakamura (Three other individual shareholders)(2)

Address

Yokohama City, Kanagawa

Relationship with the

There are no applicable matters regarding capital, personnel, businessCompany

relationships, and related parties.

(3)*Since the counterparty is an individual, other individual shareholders other than the representative director are
not listed.
5. Status of the number of shares and consideration for acquisition
Number of shares(1)

held by the CompanyNIL(before acquisition)(2)

Number of shares tobe acquired

200 shares (the number of voting rights: 200)

We will refrain from disclosing the acquisition price in conformity with(3)

the requests by the counterparty. The acquisition price was reasonably

Consideration for

calculated based on the valuation of the shares by a third-party

acquisition

organization and was determined by the Board of Directors of theCompany as fair and reasonable.

Number of shares to(4)be held by the200 shares (the number of voting rights: 200)

Company (after(100% of the outstanding shares of Venex Co., Ltd.)acquisition)
6. Schedule(1) Date of execution of share transfer agreement: January 17, 2023
(2) Share transfer execution date: January 31, 2023
7. Impact on financial performance

We expect that the impact on the consolidated earnings forecast for the current fiscal year will beminor, but if there is any change in the earnings forecast, we will notify you promptly.
(Reference)
The Company’s consolidated earnings forecasts for the fiscal year ending July 31, 2023 (published on December14, 2022) and results for the fiscal year ended July 31, 2022 are as follows.
(Millions of yen)
Profit attributable
Net sales

Operating profit

Ordinary profit

to owners ofparent

Fiscal year ending
July 31, 2023

30,000

1,500

1,520

820

33,911

2,414

2,572

1,424(Forecast)Fiscal year endedJuly 31, 2022(Results)