The Tokyo Star Bank, Limited intends to acquire 100% equity stake in Gracchus Servicer, Inc. in Japan for approximately 240 million Japanese yen in cash

1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,

or share transfer):Acquisition

2.Date of occurrence of the event:2025/06/27

3.Names of companies participating in the merger and acquisition (e.g., name

of the other company participating in the merger, newly established company

in a spin-off, acquired company, or company whose shares are transferred):

Gracchus Servicer, Inc.

4.Trading counterparty (e.g., name of the other company participating in the

merger, company spinning off, or trading counterparty to the acquisition or

share transfer):Gracchus & Associates, Inc.

5.Whether the counterparty of the current transaction is a related party:No

6.Relationship between the trading counterparty and the Company (investee

company in which the Company has re-invested and has shareholding of XX%),

explanation of the reasons for the decision to acquire from or transfer

shares to an affiliated enterprise or related party, and whether it will

affect shareholders’ equity:N/A

7.Purpose and conditions of the merger and acquisition, including

the reason, consideration conditions and payment schedule of

the merger and acquisition:The purpose of the acquisition is to drive

business growth. The price of the acquisition is approximately 240 million

Japanese Yen with price adjustment mechanism, once closing conditions

are satisfied, the transaction settlement will be conducted according to

the Share Transfer Agreement.

8.Anticipated benefits of the merger and acquisition:The acquisition will

benefit The Tokyo Star Bank, Limited's revenue and business scale.

9.Effect of the merger and acquisition on net worth per share and earnings

per share:The transaction is expected to have positive influence on

The Tokyo Star Bank, Limited's profitability.

10.Types of consideration for mergers and acquisitions

and sources of funds:Cash

11.Share exchange ratio and calculation assumptions:N/A

12.Whether the CPA, lawyer or securities underwriter

issued an unreasonable opinion regarding

the transaction:No

13.Name of accounting, law or securities firm:

Maki Shinnosuke Certified Public Accountant Office

14.Name of CPA or lawyer:Maki Shinnosuke

15.Practice certificate number of the CPA:16525

16.The content of the independent expert opinion on the reasonableness

of the share exchange ratio, cash or other assets allotted to

shareholders  in this merger and acquisition:N/A

17.Estimated date of completion:2025/08/01

18.Matters related to the assumption of corporate rights

and obligations of the dissolving company (or spin-off)

by the existing or newly-established

company:N/A

19.Basic information of companies participating in the merger:N/A

20.Matters related to the spin-off (including estimated value

of the business and assets planned to be transferred to the

existing company or new

company.The total number of shares to be acquired by the spun-off company

or its shareholders, and their respective types and no.Matters related to

the reduction, if any, in capital of the spun-off company)(note: not

applicable for announcements unrelated to spin-offs):N/A

21.Conditions and restrictions for future transfer of shares

resulting from the merger and acquisition:No

22.Post-merger and acquisition plan:

(1) Willingness to continue operating the business of the company,

and the contents of plans to that effect

(2) Dissolution; delisting from an exchange (or OTC market);

material changes in organization, capital, business plan,

financial operations and production; accommodation or

utilization of staff and assets critical to the Company;

or any other matter of material significance that would

affect the company's shareholder equity:Will continue to operate existing

businesses and develop new business plan under

the Gracchus Servicer, Inc's business scope.

23.Other important terms and conditions:Abide by Share Transfer Agreement.

24.Other major matters related to the mergers and acquisitions:No

25.Any objections from directors to the transaction:No

26.Information on interested directors involved in the mergers

and acquisitions:No

27.Whether the transaction involved in change of business model:Yes

28.Details on change of business model:Develop executable businesses

under Gracchus Servicer, Inc.'s business scope.

29.Details on transactions with the counterparty for the past year

and the expected coming year:N/A

30.Source of funds:N/A

31.Any other matters that need to be specified:The price adjustment mechanism

stated above occurs when the differences from the day before closing and

the reference date of Gracchus Servicer, Inc.’s net asset is negative.

When positive, the acquisition price will remain at

240 million Japanese Yen, without downward adjustment.