SYSTEM NOTICE

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[Note] Notice Regarding Capital and Business Alliance with NAVER Corporation (South Korea) and Fundraising through Third-Party Allotment

We are pleased to announce that we have decided today to enter into a capital and business alliance with NAVER Corporation (NAVER) of South Korea and to issue new shares through a third-party allotment.

Based on this alliance, note and NAVER will collaborate in the field of generative AI technology and cooperate in UGC platform-related businesses and IP-related businesses, aiming to jointly build and globally expand a new ecosystem for creation and distribution in the AI era.

In this article, we will provide an overview of the business alliance and fundraising, as well as information regarding a briefing on this matter.


Overview of Business Alliance and Fundraising

Background and Purpose of the Capital and Business Alliance

NAVER is South Korea's largest IT company, which operates businesses in a wide range of fields including commerce, fintech, cloud, AI, and content, centered on the country's largest search engine, 'NAVER'.

In the content sector, it owns 'WEBTOON,' one of the world's largest digital comic platforms operating in over 150 countries. In Japan, it operates 'LINE Manga' and also owns 'Studio N,' which produces high-quality live-action dramas, films, and animations based on popular IP, creating numerous global hits.

It also operates the blog service 'NAVER BLOG' and the community platform 'NAVER Cafe,' and possesses one of South Korea's largest UGC (User Generated Content) ecosystems.

As such, NAVER has created numerous success stories in the content business in the global market and possesses outstanding expertise and networks.

Meanwhile, note has been operating the media platform 'note' with the mission of 'helping everyone start and continue creating.' As of the end of August 2025, the number of registered members reached 10.52 million, and the number of published content items reached 64.07 million, making it one of Japan's leading creator economy platforms.

Currently, we are promoting a growth strategy aimed at 'expanding the note ecosystem'.
Specifically, we are working on strengthening and expanding the platform centered on note, launching and strengthening new businesses in the IP and AI fields, and innovating the creative value chain through AI.

This alliance was realized because NAVER, focusing on the affinity between the two companies' businesses, approached us to discuss creating synergies, and we found many commonalities in the directions both companies are aiming for.

In today's world, where the environment surrounding creators and content is changing drastically due to the development of generative AI and global content competition is intensifying, a strategy to build and globally expand a new ecosystem for creation in the AI era is essential to achieve sustainable growth.

Therefore, with this alliance, both companies intend to demonstrate significant synergy by collaborating in the generative AI technology field and cooperating in UGC platform-related and IP-related businesses.

Diagram of the note ecosystem expansion strategy. We anticipate the effects of this alliance on the red-lined areas.

Details of the Business Alliance

Through this alliance, we will promote cooperation with NAVER in the following areas.
① Collaboration in the field of generative AI technology We will jointly explore the use of AI and emerging technologies to promote the use of AI in the creative field and to facilitate the digitization, discovery, and distribution of high-quality content. We will cooperate on the joint development and strengthening of AI-related services that combine the strengths of both our company and NAVER in AI technology.

② Collaboration between both platforms
We will promote discussions and considerations regarding the mutual use of content and IP, cross-distribution, and opportunities for global expansion between the platforms and related services owned by each company. We will also explore the possibility of collaboration to deepen engagement between creators and fans, aiming to expand our business foundation in the UGC field.

③ Joint development and deployment of IP and content
We will promote the joint development and deployment of intellectual property (IP) and content such as manga, animation, live-action dramas, and webtoons with an eye on the global market. Specifically, we will promote IP development jointly with creators based on works posted on note, TALES, etc., and will also cooperate on global expansion by leveraging the strengths of both companies in the creative field, NAVER's international network, and our creator ecosystem.

As a first initiative, Tales & Co. and LINE Manga, a NAVER affiliate, will collaborate on a project to discover and nurture new writers and works, aiming to launch it by early 2026.

④ Strategic Investment
We will jointly explore strategic investment opportunities to achieve the goals set out in ① through ③ above. By leveraging both companies' know-how and networks, we will pursue opportunities to expand our business domains and establish a competitive advantage.

Overview of Fundraising

Recognizing that a capital relationship is essential to promote the content of our business alliance from a long-term perspective based on mutual commitment, we have agreed to receive an investment of approximately 2 billion yen from NAVER Corporation.

The details are as follows.

【Offering Overview】
・ Allottee: NAVER Corporation
・ Number of New Shares Issued: 1,429,500 shares (Dilution rate: 8.6%)
・ Issue Price: 1,399 yen per share
  (10% premium over the closing price of 1,272 yen on the previous day (November 4))
・ Amount Raised: 1,973,870,500 yen
・ Payment Date: December 1, 2025

【Funds Raised】
・ Total Payment Amount: 1,999,870,500 yen
・ Estimated Issuance Expenses: 26,000,000 yen
・ Estimated Net Proceeds: 1,973,870,500 yen

Specific Use of Proceeds

The funds raised will be strategically allocated to the following growth areas to maximize the synergies of the alliance.

① Growth investment for the development and global expansion of IP and content, as well as creator development expenses 【500 million yen】

  • Planning and development to discover promising creators and content on both companies' platforms and to jointly develop media and global expansion

  • Development of promising and new creators

② Investment in platform development, including existing businesses 【373 million yen】

  • Functional development and strengthening of the development structure for our core platforms such as "note" and "TALES"

  • Exploring future collaboration with platforms owned by NAVER Corporation

③ Research, development, and other expenses related to generative AI 【100 million yen】

  • Research, development, and other activities related to advanced technology development based on the protection of creator rights

  • Development aimed at improving user experience related to generative AI and fundamentally streamlining business operations

④ Future M&A and capital/business alliances 【1,000 million yen】

  • M&A and strategic investments targeting companies that contribute to strengthening IP creation and deployment capabilities, companies that contribute to the expansion of the note business and ecosystem, and companies with advanced AI-related technologies

Future Outlook

For our company, this capital and business alliance with NAVER Corporation is not just about building a domestic creator economy, but we believe it will become an important foothold for approaching the global content market.

Using this alliance as a foothold, we will aim to establish a competitive advantage globally and accelerate further business growth.

The impact on our company's financial results for the fiscal year ending November 2026 is currently under review. We will promptly announce any material impacts that require disclosure as they become known.

Disclosure Materials

For further details, please refer to the following disclosure materials published today.

Click here for the press release.

Announcement of Briefing Regarding This Matter

Regarding this capital and business alliance and fundraising, we will hold an online briefing starting at 10:00 AM on Monday, November 10.

At the briefing, we will explain the background and details of the capital and business alliance, and provide time for a Q&A session.
Additionally, CEO Kato and CFO Kashima have been invited to 'DAN25,' a large-scale conference hosted by NAVER in South Korea on November 6, so we hope to share insights from the conference and details of our discussions with NAVER.

Date and Time: Monday, November 10, 10:00 AM - (Connection starts at 9:50 AM)
Speaker: Director and CFO, Yukihiro Kashima
Format: Held via Zoom Webinar
How to Participate: Please register in advance via the Zoom link below.

Although it is a weekday morning, we hope you can join us.
(A transcript will be published at a later date.)


IR Inquiries

If you have any opinions or questions regarding this matter or our IR, please feel free to contact us via the inquiry form on our IR website below.


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