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Statutory disclosure document143AIshin Co.,Ltd.Information and Communications, Services and Others

Statutory Advance Disclosure Document (Merger) (OK Junction Co., Ltd.)

Ishin Co.,Ltd. made an advance disclosure regarding its absorption-type merger of OK Junction Co., Ltd. No merger consideration will be paid, and the merger is scheduled to take effect on 1 October 2026.

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Decision and Details

Ishin Co.,Ltd.'s 21st Annual General Meeting of Shareholders (approval of this merger agreement). OK Junction Co., Ltd. will carry out the merger as a short-form merger without obtaining approval at a shareholders' meeting.

Prior disclosure concerning the absorption-type merger

Decision22 May 2026 (date the absorption-type merger agreement was executed); 26 June 2026 (date approved at the surviving company's shareholders' meeting)
Period CoveredFrom 1 October 2026 onward
Implementation1 October 2026 (scheduled; effective date of the merger)
Going forwardThe merger is scheduled to take effect on 1 October 2026. If any change occurs in the disclosed matters after the date on which the documents are made available for inspection, the revised contents will be disclosed immediately.
AmountMerger consideration: none. Total assets of OK Junction Co., Ltd. in its most recent fiscal year: ¥4.241 million; total liabilities: ¥4.682 million; total net assets: negative ¥440 thousand; net loss: negative ¥645 thousand
Quantity / scaleAbsorption-type merger between a wholly owned parent company and its wholly owned subsidiary. 100 issued common shares of OK Junction Co., Ltd.
Reason

The merger is between a wholly owned parent company and its wholly owned subsidiary. Because the surviving company will incur a loss on the merger, the simplified merger procedure cannot be used, and approval has been obtained at a shareholders' meeting.

Impact on Business Performance

The surviving company will incur a loss on the merger, but the amount is immaterial relative to the surviving company's net assets. No event that would interfere with the performance of obligations after the merger is currently anticipated.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure concerning the absorption-type merger
Decision-Making BodyIshin Co.,Ltd.'s 21st Annual General Meeting of Shareholders (approval of this merger agreement). OK Junction Co., Ltd. will carry out the merger as a short-form merger without obtaining approval at a shareholders' meeting.
Decision Date22 May 2026 (date the absorption-type merger agreement was executed); 26 June 2026 (date approved at the surviving company's shareholders' meeting)
Implementation Date1 October 2026 (scheduled; effective date of the merger)
Period CoveredFrom 1 October 2026 onward
AmountMerger consideration: none. Total assets of OK Junction Co., Ltd. in its most recent fiscal year: ¥4.241 million; total liabilities: ¥4.682 million; total net assets: negative ¥440 thousand; net loss: negative ¥645 thousand
Quantity / scaleAbsorption-type merger between a wholly owned parent company and its wholly owned subsidiary. 100 issued common shares of OK Junction Co., Ltd.
Impact on Business PerformanceThe surviving company will incur a loss on the merger, but the amount is immaterial relative to the surviving company's net assets. No event that would interfere with the performance of obligations after the merger is currently anticipated.
ReasonThe merger is between a wholly owned parent company and its wholly owned subsidiary. Because the surviving company will incur a loss on the merger, the simplified merger procedure cannot be used, and approval has been obtained at a shareholders' meeting.
Governing RuleCompanies Act, Article 782, paragraph 1; Article 784, paragraph 1; Article 794, paragraph 1; Article 795, paragraph 1 and paragraph 2, item 1; Article 796, paragraph 2 proviso; Companies Act Enforcement Regulations, Articles 182 and 191
Future plansThe merger is scheduled to take effect on 1 October 2026. If any change occurs in the disclosed matters after the date on which the documents are made available for inspection, the revised contents will be disclosed immediately.
Items this document does not state (1)
Related previous disclosures

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The merger is between a wholly owned parent company and its wholly owned subsidiary. Ishin Co.,Ltd. explained that the surviving company will incur a loss on the merger, but the amount is immaterial relative to net assets, and no event that would interfere with the performance of obligations after the merger is currently anticipated.

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Statutory Advance Disclosure Document (Merger) (OK Junction Co., Ltd.) | Ishin Co.,Ltd. (143A) timely disclosure | Komori