Notice of Conclusion of Capital and Business Alliance Agreement with Yamaguchi Financial Group Inc., Secondary Sale of Shares, and Changes in Principal Shareholder that is the Largest Shareholder and Other Affiliated Company

Dream Incubator Inc. (“DI”) hereby announces that it resolved at its Board of Directors’ meeting on March 26, 2024 to enter into a capital and business alliance agreement (the agreement shall hereinafter be referred to as “the Agreement” and the capital and business alliance based on the Agreement as “the Capital and Business Alliance”) with Yamaguchi Financial Group, Inc. (“YMFG”), as outlined below.

In connection with this, DI has received notice from YMFG that it has reached an agreement with VARECS Partners, Ltd., DI’s principal shareholder that is also the largest shareholder, to acquire common shares of DI through an off-market transaction in which VARECS Partners will be the seller and YMFG will be the buyer, and that this share acquisition is expected to bring YMFG’s share of voting rights in DI to over 20%. This transfer of shares (“the Share Transfer”) constitutes a secondary sale (the “Secondary Sale”). As a result of the Secondary Sale and Share Transfer, DI expects changes to occur in its principal shareholder that is the largest shareholder, and in an other affiliated company.

Please refer to the attached document for details.