Notice Regarding Business Transfer and Share Acquisition by Consolidated Subsidiary

September 1, 2025

Company Name: Restar Corporation

(Code: 3156, Tokyo Stock Exchange Prime Market) Representative: Shinichi Hayashi,

Representative Director President, COO

Contact: Takuto Sakakibara,

Corporate Officer

(Tel.: +81-3-3458-4618)

Restar Corporation (TSE Prime: 3156) hereby announces that its consolidated subsidiary ViMOS Technologies GmbH (Head Office: Munich, Germany; Managing Director: Jan-Christoph Pieper; hereinafter "ViMOS"), which is scheduled to change its corporate name to "RESTAR FRAMOS Technologies GmbH" upon completion of the transactions, has entered into an agreement (the "Agreement") with FRAMOS Holding GmbH (Head Office: Munich, Germany; CEO: Andreas Franz; hereinafter "FRAMOS") and its subsidiaries, FRAMOS GmbH (Head Office: Munich, Germany; Representative: Andreas Franz) and FRAMOS Technologies Inc. (Head Office: Ottawa, Canada; Representative:

Andreas Franz).

Under the Agreement, (i) FRAMOS GmbH 's distribution business for Sony Semiconductor Solutions products (hereinafter "the Products") will be transferred to ViMOS, and (ii) ViMOS will acquire 100% of the issued shares of FRAMOS Technologies Inc.

Details

1. Purpose of the Agreement

   Under our medium-term management plan ending in the fiscal year ending March 31, 2027, the Device Business Unit is prioritizing: (ⅰ)Further expansion of our line card, (ⅱ) business expansion in the industrial equipment domain through partnerships, and (ⅲ) Sales expansion in global markets.

   FRAMOS has held distribution rights for the Products in Europe and North America and has supplied these products to industrial equipment manufacturers and other customers. By acquiring these distribution rights and integrating them into our Group, we aim to accelerate cross-selling between these products and our Group's strong product portfolio and strengthen and expand our business in the industrial equipment domains, while further reinforcing our global sales footprint.

2. Outline of the Transactions

   1. Europe - Business Transfer

      • Acquirer: ViMOS Technologies GmbH

      • Seller / Transferor: FRAMOS GmbH

      • Business: distribution business for Products in Europe

      • Scheduled Effective Date: October 1, 2025 (planned)

   2. North America - Share Acquisition

      • Step 1 - Pre-closing carve-out:

        Camera Module Business of FRAMOS Technologies Inc. will transfer it to FRAMOS Technologies d.o.o. or another FRAMOS related company. The transfer is scheduled to take effect on September 30, 2025.

      • Step 2 - Share acquisition:

      Following completion of the above transfer, on October 1, 2025, ViMOS is scheduled to acquire 100% of the issued shares of FRAMOS Technologies Inc., which will retain the distribution rights for the Products in North America.

      1. Overview of the European Transferor

         （１）Name	FRAMOS GmbH
         （２）Location	Toelzer Strasse 1, 81379 Munich, Germany
         （３）Name and job title of representative	CEO, Andreas Franz
         （４）Description of business	Development, manufacturing, and sales of electronic equipment/components, software, and technical services
         （５）Share capital	EUR 52,001
         （６）Established	1981
         （７）Shareholding ratio	FRAMOS Holding GmbH - 100% (wholly owned subsidiary)

         Financial results and financial position are not disclosed.

      2. Overview of the North American Target

         （１）Name	FRAMOS Technologies Inc.
         （２）Location	2733 Lancaster Road, Suite 210, Ottawa, Ontario K1B 0A9, Canada
         （３）Name and job title of representative	CEO, Andreas Franz
         （４）Description of business	Sales of electronic equipment and provision of technical support services
         （５）Share capital	Not disclosed
         （６）Established	July 12, 2013
         （７）Shareholding ratio	FRAMOS GmbH - 100% (wholly owned subsidiary)

         Financial results and financial position are not disclosed.

      3. Overview of the Acquiring Entity

      （１）Name	ViMOS Technologies GmbH
      （２）Location	Mehlbeerenstrasse 2, 82024 Taufkirchen, Germany
      （３）Name and job title of	Managing Director, Jan-Christoph Pieper

      representative
      （４）Description of business	Sales of semiconductors and electronic components and provision of technical services
      （５）Share capital	EUR 226,000
      （６）Established	October 14, 2016
      （７）Shareholding ratio	Restar Corporation 60%; FRAMOS Holding GmbH 40%
      （８）Relationship with Restar	Capital	Restar holds 60% of the shares.
      	Personnel	No personnel relationship
      	Business	Restar sells products to said company

      Financial results and financial position are not disclosed.

   3. Schedule

      1. Europe (Business Transfer)

         （１）Execution of Business Transfer Agreement	July 18, 2025
         （２）Effective Date of Business Transfer	October 1, 2025 (planned)

      2. North America (Share Acquisition)

      （１）Execution of Share Purchase Agreement	July 18, 2025
      （２）Effective Date of Share Acquisition	October 1, 2025 (planned)

   4. Outlook

The effect of this matter on our consolidated results for the current fiscal year is expected to be negligible, the Company will further promote our global response and work to expand our business results in the future.