Notice regarding changes in subsidiaries (transfer of shares) and booking of extraordinary income and extraordinary loss (200 KB)

Company Name: FinTech Global Incorporated Representative: Nobumitsu Tamai, President and CEO Stock Listing: Tokyo Stock Exchange Standard Market Stock Code: 8789

Inquiries: Takashi Senda, Executive Vice President,

Senior Executive Officer

Tel: 03-6456-4600

Tokyo, March 26, 2026-The Board of Directors resolved today that FinTech Global Incorporated

(hereafter, "FGI" and "the Company") would transfer some of the shares the Company holds in

consolidated subsidiary Moomin Monogatari, Ltd. (hereafter, "Moomin Monogatari") to Moomin Monogatari free of charge through share buyback by Moomin Monogatari, pursuant to Article 155 Paragraph 13 of the Companies Act and Article 27 Paragraph 1 of the Regulation for Enforcement of the Companies Act, and some of the shares the Company holds in Moomin Monogatari to Moomin Characters Oy Ltd. and R&B Licensing AB (hereafter, together referred to as "the

Licensing Group") free of charge. As of today, transfer agreements have been signed, and the transfer of shares has been completed.

The Board of Directors also resolved today that all Moomin Monogatari shares held by Metsä Series 2 Investment Limited Liability Partnership (hereafter, "Metsä Series 2"), a consolidated subsidiary of FGI, would be transferred to Moomin Monogatari free of charge through share buyback by Moomin Monogatari. As of today, the transfer agreement has been signed, and the transfer of shares has been completed.

As a result, the combined percentage of voting rights held by FGI and Metsä Series 2 in Moomin Monogatari decreased to 14.98% from 84.64%, and Moomin Monogatari as well as Moomin Monogatari subsidiary Hanno Local Resource Utilization LLC, a special purpose company with Moominvalley Park real estate holdings, are thus removed from the scope of consolidation.

This and other factors will likely lead to the booking of extraordinary income and extraordinary loss. Details are provided below.

1. Reason for Transfer of Shares

   As a development partner for Moominvalley Park, which Moomin Monogatari operates in Hanno, Saitama Prefecture, and as a backer, supporting efforts to enhance profitability and raise the Metsä profile, FGI got the project going and took the lead in establishing the operating infrastructure. Moominvalley Park was hit hard by the effects of the COVID-19 pandemic after opening, but the guest count has gradually rebounded over time, and operating income has also charted an upward path thanks to facility improvements and crowd-drawing campaigns. FGI has determined that the best way for Moominvalley Park to achieve sustainable growth into the future would be for operations to transition from the FGI-led phase to one driven by deeper

   cooperation with local businesses and local government and other entities that better integrates Moominvalley Park into the community.

   Therefore, a decision was made to transfer 16,969 Moomin Monogatari shares from the 17,651 shares held by FGI and Metsä Series 2 to Moomin Monogatari at no cost, and to transfer 100 shares from the Company's consolidated holding to the Licensing Group. The remaining 582 shares will leave FGI with 14.98% of voting rights. As a result, Moomin Monogatari and Hanno Local Resource Utilization were removed from the scope of consolidation under FGI, opening a new chapter in Moomin Monogatari's corporate history to operate as an independent company with assets rooted in the community.

   By taking assets and liabilities related to Moominvalley Park off the balance sheet, FGI enhances asset efficiency and lowers impairment risk on property, plant and equipment. In addition, a reduction in interest-bearing debt will expand borrowing capacity, giving FGI the ability to accelerate implementation of growth strategies, and should contribute to higher shareholder value.

   Considering everything about transferring Moomin Monogatari shares at no cost, FGI deemed this course of action to be reasonable given the fact that it reflects the results of an independent, third-party valuation of stock price and that it would strengthen the cooperative relationship between Moomin Monogatari and the other recipients of shares since they are already involved in licensing and copyright supervision associated with operation of Moominvalley Park and create the catalyst to fuel sustainable growth of Moominvalley Park.

   Even after the change in capital relationship, FGI will continue to work with other shareholders as the largest shareholder in Moomin Monogatari and, through operation of real estate holdings at Metsä Village, will also continue to collaborate on marketing efforts designed to encourage a mutually beneficial flow of guests between Moominvalley Park and the adjacent Metsä Village and leverage measures to revitalize the entire site. For this reason, FGI seeks to boost the corporate value of Moomin Monogatari and increase the value of Metsä Village as well.

   Note that FGI has endeavored to raise the value of Metsä Village through securitization of real estate at this location, and there will be no change to this policy.

2. Overview of subsidiaries to which shares will be transferred

   (1) Name	Moomin Monogatari, Ltd.
   (2) Address	327-6 Miyazawa Hanno, Saitama Prefecture
   (3) Name and title of representative	Kiyoshi Mochizuki, Representative Director and President
   (4) Business activities	Theme park operation
   (5) Paid-in capital	¥50 million
   (6) Date of establishment	November 11, 2013
   (7) Major shareholders and shareholding ratios	FinTech Global Incorporated (81.91%) Metsä Series 2 Investment Limited Liability Partnership (2.73%)
   (8) Relationships with FGI	Capital relationship	As stated above in (7) Major Shareholders and Shareholding Ratios. Note that FGI holds a 99.9% stake in Metsä Series 2 Investment Limited Liability Partnership as a limited partner.
   	Personnel relationship	FGI sent three directors to sit on the Moomin Monogatari board.
   	Business relationship	FGI pays Moomin Monogatari support money for the theme park business as well as service fees for handling FGI shareholder benefit programs. FGI leases real estate and other properties to Moomin Monogatari. Moomin Monogatari pays FGI management consulting fees.
   (9) Consolidated performance and financial position for the past three years
   Fiscal year	Ended August 31, 2023 (From April 1, 2022 to March 31, 2023)	Ended August 31, 2024 (From April 1, 2023 to March 31, 2024)	Ended August 31, 2025 (From April 1, 2024 to March 31, 2025)
   Net assets	-¥974 million	¥17 million	-¥334 million
   Total assets	¥7,016 million	¥6,688 million	¥6,065 million
   Net assets per share	-¥142,163	¥857	-¥16,037
   Net sales	¥2,420 million	¥2,218 million	¥2,593 million
   Operating income (loss)	-¥309 million	-¥368 million	¥38 million
   Recurring loss	-¥525 million	-¥375 million	-¥6 million
   Net income (loss)	-¥546 million	¥292 million	-¥352 million
   Net income (loss) per share	-¥79,722	¥18,546	-¥16,894

   (1) Name	Hanno Local Resource Utilization LLC
   (2) Address	327-6 Oaza Miyazawa, Hanno, Saitama Prefecture
   (3) Name and title of representative	Kazuya Arakawa, Executive Manager Representative Partner, Association for Hanno Local Resource Utilization
   (4) Business activities
   (5) Amount of investment	¥750 million (Investment amount based on silent partnership agreement.)
   (6) Investors	Moomin Monogatari, Ltd. ¥420 million City of Hanno and five companies ¥330 million
   (7) Date of establishment	May 17, 2017
   Major shareholders (8) and shareholding ratios	Not applicable.
   (9) Relationships with FGI	Capital relationship	Not applicable.
   	Personnel relationship	Not applicable.
   	Business relationship	FGI borrowed funds from Hanno Local Resource Utilization LLC (Note 2) FinTech Asset Management, an FGI consolidated subsidiary, signed a specified joint real estate venture agreement with Hanno Local Resource Utilization LLC.
   (10) Consolidated performance and financial position for the past three years
   Fiscal year	Ended June 30, 2023 (From July 1, 2022 to June 30, 2023)	Ended June 30, 2024 (From July 1, 2023 to June 30, 2024)	Ended June 30, 2025 (From July 1, 2024 to June 30, 2025)
   Net assets	-¥1,063 million	-¥1,063 million	-¥1,063 million
   Total assets	¥6,333 million	¥6,102 million	¥5,932 million
   Net sales	¥450 million	¥246 million	¥246 million
   Operating income	¥196 million	¥１million	¥25 million
   Recurring loss	-¥989 million	-¥113 million	-¥74 million
   Net income (loss)	-¥1,063 million	¥0million	¥0million

   1. Purchase, own and sell real estate

   2. Rent and manage properties

   3. Special ventures, based on Act on Specified Joint Real Estate Ventures

   4. Matters incidental to or related to the above business activities

   Notes: 1. FGI treated Hanno Local Resource Utilization as a subsidiary based on control criteria under accounting standards for consolidated financial statements.

   2. The borrowing of funds occurred because, when FGI transferred Moominvalley Park real estate to Hanno Local Resource Utilization in July 2017, the transfer was made to a special purpose company that had been turned into a consolidated subsidiary, so the transaction was booked as a financial transaction. Now that Hanno Local Resource Utilization is not considered a subsidiary anymore, this transfer of real estate will be treated as a sale, and FGI expects said borrowings will no longer be included in consolidated or separate financial statements.

3. Overview of counterparties to share transfer

Note: Capital, net assets, total assets, major shareholders and shareholding ratios are not disclosed at the request of the other party.

Note: Capital, net assets, total assets, major shareholders and shareholding ratios are not disclosed at the request of the other party.