Restar : Announcement of Execution of Capital and Business Alliance Agreement with SBI Holdings, Inc.

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

	May 10, 2024
Company Name:	Restar Corporation
	(Code: 3156 Tokyo Stock
	Exchange Prime Market)
Representative:	Tomoharu Asaka,
	Representative Director
	Vice President
Contact Information:	Atsuki Ishida,
	Corporate Officer
	(Tel.: [phone])

Announcement of Execution of Capital and Business Alliance Agreement with SBI Holdings, Inc.

Restar Corporation (hereinafter, the "Company") hereby announces that we have entered into a capital and business alliance agreement (hereinafter, the "Capital and Business Alliance Agreement") as of today with SBI Holdings, Inc. (Head office: Minato-ku, Tokyo; Representative Director, Chairman, President & CEO: Yoshitaka Kitao, hereinafter "SBI Holdings"), which is listed on the Prime Market of the Tokyo Stock Exchange.

1. Purpose of the capital and business alliance agreement

Under our management vision of "Global (in view and scale) / Social Contribution / Collaboration and Innovation," the Company aims to be "the Electronics Value Platformer" that accommodates all manner of stakeholder needs through a wide range of business activities, including the sale and provision of solutions for semiconductors and electronic components, the handling of video, audio, and communications equipment for broadcasters and the public, the development, manufacture, and sale of settlement and access management systems integrating NFC (Near Field Communication) technology, the planning and operation of solar and wind power plants and other renewable energy, and the operation of vegetable factories. We also strive to create and deliver new services by transforming the information we hold into value through diverse business development, creating group synergies, and addressing the social issue of regional development through co-creation with various partner companies.

The SBI Group, since its establishment in 1999, has built a financial ecosystem centered on the financial services business using the Internet as its main channel under the concept of "Customer-centric Principle,"

the SBI Group's overall customer base exceeded 50 million as of March 31, 2024. In addition, the SBI Group, based on the basic view of business construction that "Going Beyond Finance with Finance as Its Core" is actively entering into business areas that can generate synergy with the financial services business, and has announced its entry into the semiconductor business, which will contribute to building networks with business corporations as well as financial and investment functions developed by the SBI Group companies. and is preparing for the construction of a semiconductor foundry by JSMC Holdings, Inc. to lead to the revival of the semiconductor industry in Japan.

The Company and the SBI Group have built a relationship of trust through the establishment of a CVC fund, investments in venture funds, and collaboration in the device business, particularly semiconductors. We have now entered into this capital and business alliance agreement with the aim of further strengthening our collaborative relationship in the areas of collaboration in the device business, collaboration in strategic investments, and regional development.

1. Details of the Capital Alliance Agreement
2. 1. In the semiconductor business by JSMC Holdings, Inc. of the SBI Group, the Company will create business opportunities and expand profit opportunities through collaboration by acting as a sales agent, providing technical support, procurement and logistics services, and supporting product quality control.
   2. Accelerate growth through mutual collaboration and complementarity in the area of investment, including the CVC fund jointly established by SBI Investment Co., Ltd. of the SBI group and the company.
   3. Promotion of collaboration in the field of regional development, an area of focus for the SBI Group, regarding the Company's business of smart solutions for local governments, etc.
3. Details of the Business Alliance Agreement
   SBI Holdings will acquire 1,000,000 shares of common stock (3.3% of the total number of shares outstanding as of December 31, 2023) from existing shareholders of the Company.
4. Outline of Capital and Business Alliance Company

Name	SBI Holdings, Inc.
Location	1-6-1 Roppongi, Minato-ku, Tokyo
Name and job title of representative	Representative Director, Chairman, President & CEO
	Yoshitaka Kitao
Description of business	Control and management of SBI Group through share
	ownership
Stated capital	143,811 million yen (As of December 31st, 2023)
Date of establishment	July 8, 1999

5. Effect on Business Performance

The effect of the above transactions on our consolidated financial results for the fiscal year ending March 31, 2025 will be immaterial.

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