Decision and Details
Board of DirectorsShare exchange with I-NET CORP.
Prior disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 193 of the Ordinance for Enforcement of the Companies Act. The share exchange ratio was determined taking into account the results of calculations by an independent calculation agent, the financial and asset positions of both companies, and their outlook for future business activities. The increase in the ceiling for the acquisition of treasury shares is intended to improve capital efficiency and further enhance shareholder returns.
No impact on earnings is stated. The share exchange is not expected to change the amounts of the Company's stated capital or reserves.
| Item | Details |
|---|---|
| Matter Covered | Share exchange with I-NET CORP. |
| Decision-Making Body | Board of Directors |
| Decision Date | 6 November 2026 |
| Implementation Date | 4 January 2027 (scheduled effective date; subject to change as necessary) |
| Period Covered | From the agreement execution date of 6 November 2026 through the day before the effective date (period during which the share exchange agreement is effective and procedures are carried out) |
| Amount | Total ceiling for the acquisition price of treasury shares: ¥1.3 billion (¥1.1 billion before the change) / Increase in stated capital resulting from the share exchange: ¥0 / Legal reserve: ¥0 / Capital reserve: Amount separately determined by the Company pursuant to Article 39 of the Ordinance on Company Accounting |
| Quantity / scale | Share exchange ratio: 0.43 shares of I-NET CORP. for each 1 share of the Company / Common shares of the Company scheduled to be issued: 404,200 shares / Total ceiling for the acquisition of treasury shares: 3.25 million shares (2.84% of the total number of shares issued) |
| Impact on Business Performance | No impact on earnings is stated. The share exchange is not expected to change the amounts of the Company's stated capital or reserves. |
| Reason | Prior disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 193 of the Ordinance for Enforcement of the Companies Act. The share exchange ratio was determined taking into account the results of calculations by an independent calculation agent, the financial and asset positions of both companies, and their outlook for future business activities. The increase in the ceiling for the acquisition of treasury shares is intended to improve capital efficiency and further enhance shareholder returns. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; Article 799, Paragraph 1, Item 3 of the Companies Act; Article 165, Paragraph 3 of the Companies Act; Article 156 of the Companies Act; Article 234 of the Companies Act; Article 783, Paragraph 1 of the Companies Act; Article 785 of the Companies Act; Article 39 of the Ordinance on Company Accounting |
| Related previous disclosures | Board resolution adopted on 12 May 2026 (acquisition of treasury shares) / Board of directors' meeting held on 30 September 2026 (acquisition of shares in Japan System Co., Ltd. and JB Holdings Co., Ltd.) |
| Future plans | I-NET CORP. is scheduled to obtain approval of the share exchange agreement and other matters at a general meeting of shareholders by the day before the effective date. I-NET CORP. is scheduled to cancel its treasury shares by the day before the effective date. The share exchange is scheduled to take effect on 4 January 2027. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.This is prior disclosure of a share exchange under the Companies Act. The companies explain that, regarding the exchange ratio, they comprehensively considered the financial and asset positions of both companies and their outlook for future business activities, and, following discussions with reference to the results of calculations by an independent calculation agent, determined that the ratio was reasonable and not disadvantageous to the shareholders of either company. The increase in the ceiling for the acquisition of treasury shares is intended to improve capital efficiency and further enhance shareholder returns.