Tokyo, Japan, February 26, 2025 — MIXI, Inc. announces that, at a meeting of its Board of Directors held on February 25, 2025, it resolved to acquire 100% of the issued shares of PointsBet Holdings Limited (“PointsBet”), an Australian Securities Exchange-listed company that primarily operates betting businesses in Australia and Canada, through its newly established wholly owned subsidiary, MIXI Australia Pty Ltd (“MIXI Australia”), and to make PointsBet a wholly owned subsidiary (the “Share Acquisition”).

In connection with this Share Acquisition, we plan to acquire from all PointsBet shareholders the shares they hold for cash consideration through a Scheme of Arrangement under the Australian Corporations Act, which is one method of acquiring 100% of the shares of a listed company in Australia. On February 25, 2025, we entered into a Scheme Implementation Deed (the “SID”) with MIXI Australia and PointsBet.

Please note that the implementation of the Share Acquisition in this matter based on the SOA requires approval of the SOA at PointsBet’s shareholders’ meeting (approval by at least 75% of the voting rights cast and by a majority of the shareholders present and voting), approval of the SOA by an Australian court, and approval of the Share Acquisition by the Australian Foreign Investment Review Board. Accordingly, if these conditions are not met, the Share Acquisition may not be completed.

1．Reason for the Acquisition of the Shares
We have positioned the Digital Entertainment segment, which offers MONSTER STRIKE and other services, the Lifestyle segment, which offers FamilyAlbum and other services, and the Sports segment, which operates spectator sport and betting businesses, as our core segments, and have worked to expand our business.

Our domestic betting business continues to grow steadily, with TIPSTAR, our social betting service that lets users enjoy online betting on keirin and auto racing with friends and family, achieving full-year profitability.

We also view expansion into overseas markets, particularly Australia and other large markets, as a further area of growth. In Australia, there is a well-established culture of enjoying betting with family and friends, to the extent that some states even have a public holiday known as Horse Racing Day, making it a highly attractive market for expanding our social betting business.

PointsBet provides B2C services centered on betting in Australia and Canada. Backed by its in-house, industry-leading betting technology and strong product development capabilities, it has established a strong brand and market share in both countries. To further expand our social betting services in overseas markets, we determined that the best approach would be to leverage PointsBet’s business foundation to expand and enhance betting systems and operations, while combining that foundation with the expertise and strengths in social features that we have built through our domestic business in Japan to create synergy.

Note: This service cannot be used from Japan.

2．Share Acquisition Structure and Schedule
This Share Acquisition will be carried out by way of a scheme of arrangement under Australian law. Subject to the satisfaction of the applicable conditions, including approval of the SOA at PointsBet’s shareholders’ meeting by at least 75% of the voting rights exercised and a majority in number of shareholders present and voting, approval of the SOA by an Australian court, and approval of this Share Acquisition by the Australian Foreign Investment Review Board, it will be possible to acquire 100% of the shares, including shares held by shareholders who opposed the transaction or did not participate in the resolution. The details of this Share Acquisition, including the consideration per share, the conditions precedent, the rights and obligations of each party, the procedures in connection with obtaining SOA approval, and the representations and warranties, are set out in the SID.

The expected schedule at this point is as follows.

Procedures	Schedule
First Court Date	Late April 2025 (planned)
Scheme Booklet Distribution	Late April 2025 (planned)
Shareholders’ Meeting (Scheme Meeting)	Late May 2025 (planned)
Second Court Date	Late May 2025 (planned)
SOA Effective Date	Early June 2025 (planned)
Record Date	Early June 2025 (planned)
SOA Implementation Date	Mid-June 2025 (planned)

The above schedule may be changed following consultation among the relevant parties, depending on discussions with the Australian Securities and Investments Commission, the status of the review by the Australian Foreign Investment Review Board, and scheduling adjustments with the Australian courts.

3．Overview of the Subsidiary Acquiring the Shares (MIXI Australia)

(1) Name	MIXI Australia Pty Ltd
(2) Address	Level 13, 350 Collins Street, Melbourne Victoria 3000
(3) Title and Name of Representative	Director: Sho OkuyamaDirector: Rei Kitamura
(4) Business Overview	Holding Company
(5) Capital Stock	AUD 55,000 (JPY 5.5 million)
(6) Establishment	October 10, 2024

4．Overview of the Subsidiary To Be Transferred (as of June 30, 2024)

(1) Name		PointsBet Holdings Limited
(2) Address		Level 2, 165 Cremorne Street, Cremorne, VIC Australia
(3) Title and Name of Representative		Sam Swanell, Managing Director and Group Chief Executive Officer
(4) Business Overview		Online Sports Betting and iGaming Business
(5) Capital Stock		AUD 810 million (JPY 81 billion)
(6) Establishment		August 18, 2017
(7) Major Shareholders and Shareholding Ratios		CITICORP NOMINEES PTY LIMITED 18.91%SIG SPORTS INVESTMENTS CORP   11.69%HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED  6.74%JP MORGAN NOMINEES AUSTRALIA PTY LIMITED   6.20%PENN INTERACTIVE VENTURES LLC 5.13%EASYGO ENTERTAINMENT PTY LTD 5.01%
(8) Relations Between the Listed Company and the Subject Company		Capital	There are no capital relationships to disclose.
		Personnel	There are no human relationships to disclose.
		Business	There are no business relationships to disclose.
(9) Consolidated operating results and consolidated financial position of the company in question for the past three fiscal years (International Financial Reporting Standards)
Accounting Period	Fiscal Year Ended June 2022			Fiscal Year Ended June 2023	Fiscal Year Ending June 2024
Total Equity	AUD 736 million (JPY 73.6 billion)			AUD 501 million(JPY 50.1 billion)	AUD 19 million (JPY 1.9 billion)
Total Assets	AUD 961 million (JPY 96.1 billion)			AUD 606 million (JPY 60.6 billion)	AUD 81 million(JPY 8.1 billion)
Revenue	AUD 195 million(JPY 19.5 billion)			AUD 210 million(JPY21 billion)	AUD 245 million(JPY 24.5 billion)
Operating profit	AUD -26 million(JPY -2.6 billion)			AUD -56 million(JPY -5.6 billion)	AUD -3 million(JPY -500 million)
Profit before tax	AUD -20 million (JPY -2 billion)			AUD -107 million(JPY -10.7 billion)	AUD -39 million(JPY -3.9 billion)
Net income for the period	AUD -267 million (JPY -26.7 billion)			AUD -276 million(JPY -2.76 billion)	AUD -42 million(JPY -4.2 billion)
Profit for the period attributable to owners of the parent company	AUD -267 million(JPY -26.7 billion)			AUD -276 million(JPY -2.76 billion)	AUD -42 million(JPY-4.2 billion)
Dividend per share	AUD 0(JPY 0)			AUD 0(JPY 0)	AUD 0(JPY 0)

(Note 1) The major shareholders and shareholding ratios in item (7) above are as of August 5, 2024.
(Note 2) The figures in item (9) above are based on the company’s published Annual Report (the figures for the fiscal year ended June 2022 are based on the Annual Report for the fiscal year ended June 2023). In addition, operating profit is presented as Statutory EBITDA in the company’s Annual Report, and profit for the year and profit attributable to owners of the parent are presented as Total loss for the year in the company’s Annual Report (including losses from discontinued operations).

5．Overview of the Counterparty for the Share Acquisition
As noted in section 2 above, because PointsBet is a company listed on the Australian Securities Exchange, this Share Acquisition is planned to be carried out through an SOA, which is a procedure under Australian company law. If the SOA is implemented as planned, we will acquire all shares held by all of PointsBet’s shareholders.

6．Number of Shares Acquired, Acquisition Price, and Shareholding Status Before and After Acquisition

(1) Number of Shares Held Before the Transfer	0 shares (Number of voting rights: 0; Percentage of voting rights held: 0%)
(2) Number of Shares to Be Acquired	331,725,272 shares (number of voting rights: 331,725,272)
(3) Acquisition Cost	PointsBet common shares: AUD 352 million (JPY 35.2 billion)Approximate advisory fees, etc.: TBD
(4) Number of Shares Held After the Transfer	331,725,272 shares(Number of voting rights: 331,725,272; voting rights ownership ratio: 100%)

7．Schedule

(1) Board of Directors Resolution Date	February 25, 2025
(2) Contract Execution Date	February 25, 2025
(3) Share Acquisition Closing Date	Mid-June 2025 (planned)

8．Outlook
We will promptly disclose the results of this Share Acquisition once they become clear. We will also promptly disclose any impact on our business performance and financial position arising from making PointsBet a wholly owned subsidiary in connection with this Share Acquisition once it becomes clear.

Note: Yen-converted figures in this document are calculated using an exchange rate of AUD 1 = JPY 100.