News Release: create restaurants holdings inc.

(3387 TSE Prime)
August 6, 2024

Notice of Business Acquisition by our US Subsidiary
The Company hereby announces that its Board of Directors approved a resolution today to acquire therestaurant business operated under the “Wildflower” brand in the State of Arizona, US (hereinafter referred
to as “this transaction”) , by Create Restaurants DE LLC, a subsidiary of the Company's US subsidiary,
Create Restaurants NY Inc. as follows:1.

Reason for acquisition of the business

Wildflower operates 16 restaurants in Arizona, US, primarily in Phoenix, the capital of the state, and has
been loved locally for nearly 30 years. It offers a wide range of menus, including sandwiches, salads, soups,pasta, bread and cakes, depending on the time of day from breakfast to dinner time, and are supported as
restaurants that customers use on a daily basis.
In our Medium-Term Management Plan, we have identified "Reviewing portfolio toward Post-Covid" as
our first pillar, and are aiming to acquire new portfolios based on the keywords of "daily," "standard," and"community-based." Wildflower's participation in our group is in line with this strategy.
Currently, we operate about 50 stores overseas, mainly in the US and Singapore. In particular, we believethat expanding our business base through M&A in North America is an important pillar of our growth strategy.
Il Fornaio (America) LLC, which operates 19 "Il Fornaio" brand, Italian restaurants, mainly in California,
joined the group in 2019. This transaction will be followed by the acceleration of business development inNorth America.
2.

Summary of business acquisition(1) Content of the business to be transferred
Wildflower Bread Company LLC's restaurant business(2) Business results of the acquired business
Fiscal year end

Fiscal year ending December 31, 2023

Net sales

US$43.9 million

Operating profit

US$2.8 million(3) Assets and liabilities of the acquired business
The assets and liabilities to be transferred are mainly trade receivables, inventories, assets suchas store buildings and building equipment, etc. and liabilities such as trade payables, but theamounts have not been finalized at this time. We will be promptly announced if any matter
requiring disclosure arises in the future.
(4) Outline of the business acquisition partner
(1)

Name

Wildflower Bread Company LLC(2)

Address

8130 E. Cactus Rd., Suite 500, Scottsdale, AZ 85260-1-(3)

Job title/name ofrepresentative

Founder & President: Louis Basile(4)

Content of thebusiness

Management of restaurants(5)

Establishment date(6)

Net assets

US$5.3 million(7)

Total assets

US$28.4 million(8)

Major shareholders
and holding ratio

(9)

3.

June 21, 2012 (Founded: 1996)

WBC Holdings LLC 100%
Capitalrelations

None

Humanrelations

NoneBusinessrelations

None

Applicablestatus to therelevant party

None

Relationship between
the listed company andthe company
concerned

Acquisition price(1)

Business acquisition price

US$28.2 million (approx. 4.1 billion yen)

(2)

Advisory expenses, etc. (approximateamount)

US$0.5 million (approx. 73 million yen)(note) Figures are translated at the rate of 145 yen to US$1
4.

5.

6.

Summary of our subsidiary
(1)

Name

Create Restaurants DE LLC(2)

Address

222 Ridgedale Avenue, Cedar Knolls, NJ 07929(3)

Job title/name ofrepresentative

Executive Manager: Hitoshi Ohno(4)Content of thebusiness

Management of restaurants(5)

Capital

US$20 thousand(6)

Establishment dateJune 25, 2024

(7)

Major shareholders
and its holding ratio

Create Restaurants NY Inc. 100%Schedule(1)

Date of resolution ofthe Board of Directors(2)

Agreement(3)

Business transfer dateAugust 6, 2024
August 6, 2024 (planned)
September 3, 2024 (planned)

Summary of accounting procedures

The acquisition of this business is expected to be classified as a “business combination” under the IFRS
accounting standards. Although positive goodwill is expected to arise as a result of this transaction, theamount of goodwill to arise has not been determined at this time. We will be promptly announced if anymatter requiring disclosure arises in the future.

-2-7.

Future outlook

The impact on the consolidated financial results for the current fiscal year (ending February 2025) iscurrently under review and will be promptly announced if any matter requiring disclosure arises in thefuture.

(Reference) Forecast of consolidated financial results for the current fiscal year (announced on April 12,2024) and Results for the previous fiscal year

Profitbeforetaxes

Revenue

OperatingprofitForecast ofconsolidated
business results forthe fiscal year underreview(Fiscal year ending
February 2025)

153,000

9,300

8,700

Consolidated
business results forthe previous fiscalyear(Fiscal year ending
February 2024)

145,759

7,075

6,632

Profitattributableto owners ofparent(Million yen)
(Reference)
Adjusted
EBITDA(note)

7,000

6,100

26,200

5,608

5,041

25,583

Profit for
the year(note) We use Adjusted EBITDA as useful comparative indicators of our business performance. The formula is asfollows:
Adjusted EBITDA = operating profit + other operating expenses - other operating revenues (excludingsponsorship income) + depreciation and amortization + non-recurring expense items(advisory expenses, etc. related to share acquisitions, etc.)-3-