Notice Concerning Conclusion of Definitive Agreement with AVA3 HD Co., Ltd.

May 18, 2026

Company name: V-cube, Inc. President & CEO: Jun Mizutani

Tokyo Stock Exchange, Prime Market (stock code: 3681)

Contact: Managing Director & CFO, Kazuki Yamamoto (TEL. +81-03-6625-5011)

V-cube, Inc. (the "Company") hereby announces that, following approval at the meetings of its Board of Directors held from May 17, 2026 to today , it has entered into a final agreement (the "Final Agreement") as of today regarding the

issuance of the Company's Class V preferred shares (the "New Shares") through a third-party allotment (the "Third-Party Allotment") to AVA3 HD Co., Ltd. (the "Scheduled Allottee"), which was established by Japan Innovation Inc. ("J-INC"). (As described in "1. Overview of the Third-Party Allotment" under "II. Issuance of New Shares Through Third-Party Allotment" below, the Third-Party Allotment will be conducted through Third-Party Allotment ① and Third-Party Allotment ②.) In addition, at a meeting of the Board of Directors scheduled to be held today , the Company plans to resolve to submit a proposal to an Extraordinary General Meeting of Shareholders (as defined below) (the "Resolution for Convocation") regarding a consolidation of shares (the "Consolidation of Shares") -under which every

6,469,357 common shares of the Company will be consolidated into one share and every 6,469,357 Class V preferred

shares of the Company will be consolidated into one share after the execution of the Third-Party Allotment, in order to make the Scheduled Allottee the sole shareholder of the Company-and the delivery of cash consideration totaling approximately 260 million yen (10 yen per share) to the Company's minority shareholders other than the Scheduled Allottee. The Company will provide a prompt announcement once the resolution is passed.

The conclusion of the Final Agreement and the Resolution for Convocation scheduled for today have been executed on the premise that the Scheduled Allottee intends to make the Company a wholly-owned subsidiary through the Third-Party Allotment and the subsequent Consolidation of Shares (the "Wholly-Owned Subsidiary Transaction") , and that the Company's common shares are scheduled to be delisted.

Furthermore, the Company plans to submit the following proposals to the Extraordinary General Meeting of Shareholders scheduled to be held in mid-June 2026 with a record date of April 23, 2026 (the "Extraordinary General Meeting of Shareholders"; the specific date will be determined in the Resolution for Convocation and announced promptly) : a proposal for partial amendments to the Articles of Incorporation concerning the establishment of provisions for the Class V preferred shares (the "Articles of Incorporation Amendment Proposal ①") ; a proposal concerning the Third-Party Allotment (together with the Articles of Incorporation Amendment Proposal ①, the "Third-Party Allotment-Related Proposals") ; a proposal for the Consolidation of Shares subject to the condition precedent that payment for the Third-Party Allotment is completed (the "Consolidation of Shares Proposal") ; a proposal for partial amendments to the

Articles of Incorporation regarding the abolition of the provisions on the number of shares constituting one unit of shares (the "Articles of Incorporation Amendment Proposal ②") ; and a proposal for partial amendments to the Articles of Incorporation regarding the abolition of the Audit and Supervisory Committee and the Independent Auditor (collectively with the Third-Party Allotment-Related Proposals, the Consolidation of Shares Proposal, and the Articles of Incorporation Amendment Proposal ②, the "Proposals to be Submitted to the Extraordinary General Meeting of Shareholders"). The execution of the Third-Party Allotment is conditional upon all of the Proposals to be Submitted to the Extraordinary General Meeting of Shareholders being approved at the Extraordinary General Meeting of Shareholders , and the Consolidation of Shares taking effect is conditional upon the execution of the Third-Party Allotment.

In addition, the Company hereby announces that the Third-Party Allotment is expected to result in a change in the

Company's parent company, major shareholder, and largest shareholder among major shareholders.

1. Overview of Procedures and Timetable

   The Wholly-Owned Subsidiary Transaction through the Third-Party Allotment and the subsequent Consolidation of Shares will be conducted, in outline, in accordance with the following procedures:

   1. The Proposals to be Submitted to the Extraordinary General Meeting of Shareholders will be submitted at the Extraordinary General Meeting of Shareholders.

   2. Subject to the condition that the Proposals to be Submitted to the Extraordinary General Meeting of Shareholders are approved at the Extraordinary General Meeting of Shareholders, the New Shares concerning the Third-Party Allotment will be issued, and the Scheduled Allottee will become the Company's parent company and largest shareholder among major shareholders. (The ratio of the number of voting rights to be held by the Scheduled Allottee (253,380,290 units) to the Company's total number of voting rights-the sum of the Company's total number of voting rights as of April 23, 2026 (258,494 units) and the said number of voting rights, totaling 2,792,296 units-will be 90.74%.)

   3. Subject to the condition that all of the New Shares concerning the Third-Party Allotment are issued, the Consolidation of Shares will take effect on the subsequent effective date of the Consolidation of Shares, and as a result, the Scheduled Allottee will become the sole shareholder of the Company.

   4. Cash consideration totaling approximately 260 million yen (10 yen per share) will be delivered to the Company's minority shareholders other than the Scheduled Allottee. (Regarding the method for processing fractional shares less than one share arising as a result of the Consolidation of Shares, pursuant to the provisions of the Companies Act and subject to the permission of the court, the Scheduled Allottee is scheduled to acquire the Company's common shares corresponding to the total number of such fractional shares, and the proceeds obtained from the sale thereof will be delivered to the shareholders.)

      Furthermore, while an overview of the timetable for the procedures regarding the Wholly-Owned Subsidiary Transaction is scheduled to be announced in the publication of the Resolution for Convocation, the Extraordinary General Meeting of Shareholders is scheduled to be held as a general meeting of shareholders with a record date of April 23, 2026, as previously announced.

2. Offering of New Shares Through Third-Party Allotment

1. Third-Party Allotment ① (Note)

   ①	Due date of payment	A day within one week from the Extraordinary General Meeting of Shareholders scheduled to be held in mid-June 2026 (the same day as the due date of payment for Third-Party Allotment ②) *The specific date will be announced in the publication of the Resolution for Convocation.
   ②	Number of new shares to be issued	73,461,700 Class V preferred shares
   ③	Amount to be paid in per share	7.1 yen per share
   ④	Amount of funds to be procured	521,578,070 yen
   ⑤	Method of offering or allotment (scheduled allottee)	Through the method of third-party allotment. (AVA3 HD Co., Ltd.)
   ⑥	Other matters	An overview of the Class V preferred shares is as described below. For further details, please refer to Exhibit 1, "Terms and Conditions of Class V Preferred Shares." I. Distribution of Residual Assets

   shall apply hereinafter), it shall distribute to shareholders holding Class V preferred shares or registered pledgees of Class V preferred shares (hereinafter collectively referred to as "Class V Preferred Shareholders, etc."), in preference to shareholders holding common shares and registered pledgees of common shares, an amount of 7.1 yen per Class V preferred share. (Provided, however, that if a share split, allotment of shares without contribution, consolidation of shares, or any similar event occurs with respect to the Class V preferred shares, appropriate adjustments shall be made; hereinafter referred to as the "Class V Preferred Residual Assets Distribution Amount".) If the total amount of residual assets is less than the total amount calculated by multiplying the total number of issued Class V preferred shares (excluding treasury shares; the same shall apply hereinafter) by the Class V Preferred Residual Assets Distribution Amount, an amount equal to the said total amount of residual assets divided by the total number of issued Class V preferred shares shall be distributed per Class V preferred share. II. Voting Rights and Class General Meetings of Shareholders III. Restriction on Transfer The acquisition of the Company's Class V preferred shares by transfer shall require the approval of the Company's Board of Directors. Provided, however, that the approval shall be deemed to have been granted for the acquisition of Class V preferred shares by transfer to a pledgee, its subsidiary, an affiliated company, or a third party designated by the pledgee, in connection with the execution of a pledge on the Company's Class V preferred shares (including voluntary sales not through statutory procedures or accord and satisfaction, in addition to execution through statutory procedures). IV. Number of Shares Constituting One Unit of Shares The number of shares constituting one unit of Class V preferred shares shall be 100 shares. The 253,380,290 New Shares (2,533,802 voting rights) to be issued in connection with the Third-Party Allotment correspond to 961.82% of the Company's total number of issued shares of 26,343,900 shares as of April 23, 2026 (and 980.22% of the total number of voting rights of 258,494 units as of April 23, 2026). Therefore, the dilution ratio associated with the Third-Party Allotment will be 25% or more, and it will involve a change in the controlling shareholder. Accordingly, the Third-Party Allotment falls under the category of a large-scale third-party allotment as stipulated in the "Instructions for Preparation of Form No. 2 of the Cabinet Office Order on Disclosure of Corporate Affairs (23-6)." Furthermore, as described in "(2) Reason for selection of Third-Party Allotment" under "2. Purpose and reason for Third-Party Allotment" below, the Scheduled Allottee will fall

   1. When the Company distributes residual assets (regardless of the asset class; the same

   2. No other distribution of residual assets shall be made to Class V Preferred Shareholders, etc., except as provided in the preceding paragraph.

   1. Class V Preferred Shareholders may exercise voting rights at general meetings of shareholders on all matters.

   2. Unless otherwise provided for by laws and regulations, the Company does not require a resolution of a class general meeting of shareholders as provided for in Article 322, Paragraph (1) of the Companies Act.

   3. Unless otherwise provided for by laws and regulations, the Company does not require a resolution of a class general meeting of shareholders regarding any and all matters provided for in the Companies Act, including Article 199, Paragraph (4), Article 200, Paragraph (4), Article 238, Paragraph (4), and Article 239, Paragraph (4) of the Companies Act.

   under the definition of a specific subscriber (特定引受人) as a result of the Third-Party Allotment. Therefore, the resolution at the Extraordinary General Meeting of Shareholders shall also serve as approval by a resolution of a general meeting of shareholders regarding the allotment of shares for subscription to a specific subscriber as provided for in Article 206-2, Paragraph (4) of the Companies Act. The Scheduled Allottee, which will become a specific subscriber, does not hold voting rights at the Extraordinary General Meeting of Shareholders.

   (Note) Third-Party Allotment ① and Third-Party Allotment ② are scheduled to be executed on the same day, and it is not anticipated that only one of them will be executed.

2. Third-Party Allotment ② (Note)

(Note) Third-Party Allotment ① and Third-Party Allotment ② are scheduled to be executed on the same day, and it is not anticipated that only one of them will be executed. Furthermore, pursuant to Article 113, Paragraph (3), Item (1) of the Companies Act, when an open company (公開会社) like the Company amends its Articles of Incorporation to increase the total number of shares authorized to be issued, the total number of authorized shares after the amendment cannot exceed four times the total number of issued shares at the time the amendment takes effect. Based on the Company's total number of issued shares of 26,343,900 shares as of April 23, 2026, it is not possible to increase the total number of authorized shares required to issue all of the New Shares through the Third-Party Allotment via a single amendment to the Articles of Incorporation. Therefore, as described below, the amendments to the Articles of Incorporation to increase the total number of shares authorized to be issued will be implemented in two separate steps. Specifically, the Company will first implement an amendment to the Articles of Incorporation within a range not exceeding four times the Company's total number of issued shares as of April 23, 2026 (the "Articles of Incorporation Amendment (①-1)"). Next, on the condition that the 73,461,700 New Shares concerning Third-Party Allotment ① are issued, the Company will implement an amendment to the Articles of Incorporation to increase the total number of shares authorized to be issued to 300,000,000 shares (the "Articles of Incorporation Amendment (①-2)"). The issuance