September 14, 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 absorption-type merger (simplified merger/short form merger) ofwholly owned subsidiary and waiver of loan receivables
Premier Anti-Aging Co., Ltd. (“the Company”) announces today that it has resolved to merge its wholly owned
subsidiary Premier Wellness Science Co., Ltd. (“the Premier Wellness Science”), with the effective date(scheduled) being November 1, 2023 (“the Merger”), at the Board of Directors meeting held today. TheCompany has also resolved to waive a portion of its claims against Premier Wellness Science prior to theMerger. Since the Merger is an absorption-type merger involving a wholly owned subsidiary, some disclosure
items and details have been omitted from the disclosure.
1. Purpose of the Merger
Premier Wellness Science conducts research and product development related to health, beauty, anti-aging,and sports, as well as contract consulting services for these. It was established on December 10, 2020, andthrough joint research with the University of Tokyo and Showa University, developed the brand "Ko" withCBD (cannabidiol) as a core ingredient and the brand “Reinca” with the stem cell culture extract "ENGY StemS” as a core ingredient.
In order to improve the efficiency of our group management, we have decided to merge Premier Wellness
Science into the Company.
2. Summary of the Merger(1) Schedule of the Merger
Merger Resolution Board of Directors Meeting: September 14, 2023
Execution Date of the Merger agreement: September 14, 2023
Effective Date of the Merger : November 1, 2023
(Note) This Merger falls under a simplified merger prescribed in Article 796, Paragraph 2 of the Companies
Act for the Company, and falls under a short-form merger prescribed in Article 784, Paragraph 1 of theCompanies Act for Premier Wellness Science. Therefore, the Merger agreement will be approved without
convening General Meetings of shareholders of either company.
(2) Method of the Merger
The merger will be an absorption-type merger in which the Company will be the surviving company andPremier Wellness Science will be the dissolved company.
Please note that Premier Wellness Science is currently insolvent, but prior to this merger, the Company
plans to waive a part of claims it has against Premier Wellness Science, and the merger will take place after
the insolvency situation is resolved.
Contents of claims to be waived: Long-term loans to affiliates
Amount of claims to be waived: 700 million yen (estimated)
Implementation date: October 31, 2023 (planned)(Note) Regarding the above long-term loans to affiliates, 700 million yen of allowance for doubtful accountswas recorded in the non-consolidated financial statements for the fiscal year ended July 31, 2023. This
amount was offset and eliminated in the consolidated financial statements, so there was no impact on theconsolidated results.
(3) Contents of allotment related to the Merger
This is a merger with a wholly owned subsidiary of the Company, and there will be no allotment of shares orother consideration.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights upon the Merger
Not applicable

3. Summary of the companies involved in the Merger (as of July 31, 2023)

Surviving company

Dissolved company(1) Name

Premier Anti-Aging Co., Ltd.

Premier Wellness Science Co., Ltd.

(2) Address

Toranomon Hills Mori Tower 8F,

Toranomon Hills Mori Tower 8F,

1-23-1 Toranomon, Minato-ku,

1-23-1 Toranomon, Minato-ku,

TokyoTokyo

Kiyoshi Matsuura, President

Shinji Hosoyama, President and(3) Title and name ofrepresentative(4) Business description

Representative Director
Planning, development,

Research and development andimport/export, mail-order/EC,

product development related towholesale and retail business ofhealth, beauty, anti-aging, andcosmetics and health foodsports, as well as contract

products

consulting services for these(5) Capital

1,351,544 thousand yen

10,000 thousand yen(6) Date of establishment

December 1, 2009

December 10, 2020

(7) Number of shares issued

8,720,534 shares

200shres(8) Fiscal year end

July 31

July 31(9) Major shareholders andPremier Management Co., Ltd.

Premier Anti-Aging Co., Ltd.

and outstanding

shareholding ratios45.62%
Kiyoshi Matsuura100％

21.53%

STATE STREET BANK AND
TRUST COMPANY

5.24%

The Master Trust Bank of Japan,Ltd

2.32%

UBS AG LONDON ASIA
EQUITIES

1.42%(10) Operating results and financial condition for the most recent fiscal year
Premier Anti-Aging Co., Ltd.

Premier Wellness Science Co., Ltd.

(Consolidated)(Non-consolidated)

July 31, 2023

July 31, 2023

Fiscal year end

Total assets

7,609,413(601,762)

Net assets

12,135,063

113,168

872.60(3,008,810.20)

Net sales

26,400,665

5,584

Operating profit (loss)(611,681)(362,907)

Ordinary profit (loss)(631,229)(365,232)(733,974)(389,454)

Basic earnings per share (yen)(84.17)(1,947,274.74)

Annual dividends per share00

Net assets per share (yen)Profit (loss) attributable toowners of parent(yen)(Unit: thousand yen, unless otherwise specified)
4. Status of the Company after the Merger
There will be no changes in the Company's name, location, title and name of the representative, business
content, capital, and fiscal year-end after the merger.

5. Future outlook

Since this Merger is a merger with a wholly owned subsidiary, the impact on the Company's consolidated
results will be minor.