News Release ：Estore Corporation(4304 TSE Standard)August 10, 2022

(Progress of Disclosure Matters) Notice Regarding Conclusion of Share
Transfer Agreement Concerning Acquisition of Shares of SHIFFON Co., Ltd.
(Making it into a subsidiary)
Estore Corporation announces that its Board of Directors has resolved at a meeting held today toenter into the share transfer agreement (final agreement) described in the "Notice Regarding
Execution of Basic Agreement to Acquire Shares of SHIFFON Co., Ltd. (Making it a Subsidiary),"which was announced on July 25, 2022 (only available in Japanese).
In addition, we will announce matters that had not yet been finalized at the time of the previousdisclosure. The applicable part is shown by the underline.
1. Reason for the acquisition of shares
SHIFFON Co., Ltd. plans to significantly evolve its business by combining its product andplanning capabilities with our e-commerce know-how in the fashion, ski/snowboard, sports, andschool bag businesses (planning, manufacturing, OEM/ODM, promotion, and import/export,
wholesale, and retail sales).
Our group intends to increase sales by providing our systems and marketing services as well as
improving the performance of SHIFFON Co., Ltd.
2. Outline of the subsidiary to be transferred (SHIFFON Co., Ltd.)Name

SHIFFON Co., Ltd.

Location

8-4, Nihonbashi Bakuro-cho 1-chome, Chuo-ku, Tokyo

Title/Name ofRepresentative
Business Content

Kenta Nishimura, CEOApparel Business (Planning, Manufacturing, Import, Wholesale,
OEM/ODM, Retailing)

Capital30 million yen

Establishment

June 16, 2004

Major Shareholders(Share holding ratio)

Relationship with theCompany

Kenta Nishimura (100%)

Capital Relationship: Not applicable
Personnel relationship: Not applicable
Business relationships: Not applicableNews Release ：Estore Corporation(4304 TSE Standard)August 10, 2022

Operating results and financial position of the company for the last three years
Major ManagementIndices

Net assets
Total assets
Net assets pershare
Net sales
Operating income
Ordinary income
Net profit
Net income per
share
Dividend per share

Unit
Millions of yen
Millions of yen
Yen

FY3/20FY3/22

370
1,153
617,322550
1,782
916,896694
2,450
1,158,289

2,850
78
110
2
3,942

3,492
356
400
179
299,574

4,701
526
522
348
581,247--

Millions of yen
Millions of yen
Millions of yen
Millions of yenYen
Yen

FY3/21-*Figures in millions of yen are rounded down to the nearest million.
3. Outline of the counterparty (individual) to the share acquisition
NameKenta Nishimura (Representative Director of SHIFFON Co., Ltd.)
Location
Chuo-ku, Tokyo
Relationship with theThere is no business relationship, etc.
Company
4. Number of shares to be acquired, acquisition price, and status of shares held before andafter the acquisition
Shares owned prior tothe transaction
Number of shares toacquireNo ownership
301 shares (301 voting rights)

Common shares of SHIFFON Co., Ltd.: 1,672,055 thousand yen
Price per share: 5,555 thousand yen
Number or shares
301
owned after the(Number of voting rights: 301 shares, percentage of voting rights:
transaction50.17%)* In addition to this acquisition, we plan to acquire an additional 119 shares on June 30, 2023 atthe same price as this acquisition (acquisition price: 661,045 thousand yen).
As a result of the additional acquisition, the number of voting rights will increase to 420
and the percentage of voting rights held will increase to 70.00%.
Acquisition priceNews Release ：Estore Corporation(4304 TSE Standard)August 10, 2022

5. Borrowing of funds
All payments of the acquisition price will be covered by bank loans. The outline of this plannedborrowing is as follows.
Borrowing
financial
Mizuho Bank, Mitsubishi UFJ Bank
institutions
Amount borrowed 1,673 million yen
Repayment dateWithin one year of borrowing
Interest rate
TIBOR: +0.75% to 0.80%(annual)Repayment
We plan to refinance the loan with a term loan.
methodGuarantee, etc.
Joint and several guarantees by SHIFFON Co., Ltd., a subsidiary

Financial impact

The analysis based on consolidated figures as of March 31, 2022 is asfollows
・The borrowing is equivalent to 60.0% of net assets.
・Interest-bearing debt increases from 1,902 million yen to 3,577
million yen as a result of this borrowing.
・When this borrowing is added, the equity ratio decreases from
32.6% to 28.2%.

News Release ：Estore Corporation(4304 TSE Standard)August 10, 2022

6. Schedule
Date of resolution ofJuly 25, 2022

Board of Directors
Date of conclusion ofJuly 25, 2022

the basic agreement
Date of the share

August 10, 2022

transfer agreement
Date of share transferScheduled for August 31, 2022.

7. Future Outlook(1) Consolidated Business Forecasts
As we were able to confirm the timing of consolidation and the accounting andbusiness plans of the target companies, we revised the consolidated business forecasts
for the fiscal year ending March 2023 published on May 13, 2022.
For details, please refer to the "Notice Regarding Revision to Full-year Business
Forecasts," which is separately disclosed today. The revised business forecasts are asfollows.
Consolidated business forecasts for the fiscal year ending March 2023 (revised)(Millions of yen)
Consolidated
net sales

Forecasts for
FY3/23

9,600

Consolidated
operating income

Consolidated
ordinary income

Net income
attributable toowners of parent

1,250

1,270800

Results for

5,746
1,051
1,078677
FY3/22
Goodwill, etc. arising from this acquisition will be disclosed as soon as the prospect ofaccounting treatment after the acquisition is determined.
(2) Dispatch of Directors
We dispatch one non-executive director in conjunction with the consolidation ofSHIFFON Co., Ltd. (Kenichi Ishimura, CEO of the Company, is scheduled to bedispatched.)