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M&A and Subsidiary Changes1944KINDEN CORPORATIONConstruction and Materials

Notice Regarding the Making of The Kodensha,Co.,Ltd. a Wholly Owned Subsidiary

きんでん completed a series of transactions, including a tender offer and share consolidation, acquired 6 shares of The Kodensha,Co.,Ltd., and made it a wholly owned subsidiary with 100% of the voting rights. The Kodensha,Co.,Ltd. was taken private for the purpose of delisting.

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This transaction

This Transaction / This Tender Offer / This Treasury Share Acquisition
CounterpartyMitsubishi Electric Corporation
Disclosing companyKINDEN CORPORATION
The Kodensha,Co.,Ltd.Voting rights ownership percentageNumber of shares acquired 6 shares; voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date30 September 2026 (effective date of this treasury share acquisition)
Target company

Electrical equipment construction business (design, construction and contracting for indoor wiring, transmission lines, power generation and substation facilities, telecommunications and air-conditioning) and product sales business (sales of general-purpose electrical equipment, industrial electrical and electronic equipment, and heating, cooling and residential equipment, among others)

Location Chuo-ku, TokyoShare capital ¥1,520 million (as of 31 March 2026)Date of incorporation 25 June 1917
Net Sales¥44,234 million (fiscal year ended March 2026)
Operating profit¥3,893 million (fiscal year ended March 2026)
Net income for the current fiscal year¥2,832 million (fiscal year ended March 2026)
Net assets¥25,182 million (fiscal year ended March 2026)
Impact on Business Performance

The impact of the change in subsidiaries on our consolidated results is currently under review

Procedures and assumptions
Conditions Precedent to ExecutionResolution approving this treasury share acquisition at the extraordinary general meeting of shareholders dated 30 September 2026
Management structure after acquisitionThe Kodensha,Co.,Ltd. will become a wholly owned subsidiary of きんでん. Representative Director, President and Executive Officer: Kajikawa Yuji (梶川 裕司). Change of corporate name and employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis Transaction / This Tender Offer / This Treasury Share Acquisition
Counterparty nameMitsubishi Electric Corporation
Name of the Subject CompanyThe Kodensha,Co.,Ltd.
Business Description of the Subject CompanyElectrical equipment construction business (design, construction and contracting for indoor wiring, transmission lines, power generation and substation facilities, telecommunications and air-conditioning) and product sales business (sales of general-purpose electrical equipment, industrial electrical and electronic equipment, and heating, cooling and residential equipment, among others)
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥1,520 million (as of 31 March 2026)
Date of Establishment of the Subject Company25 June 1917
Net Sales of the Subject Company¥44,234 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥3,893 million (fiscal year ended March 2026)
Net Income of the Subject Company¥2,832 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥25,182 million (fiscal year ended March 2026)
Number of shares acquired6 shares; voting rights: Not disclosed
Voting rights ownership percentageBefore 40.00% → after 100.00%
Impact on Business PerformanceThe impact of the change in subsidiaries on our consolidated results is currently under review
Execution Date / Effective Date30 September 2026 (effective date of this treasury share acquisition)
Conditions Precedent to ExecutionResolution approving this treasury share acquisition at the extraordinary general meeting of shareholders dated 30 September 2026
Management structure after acquisitionThe Kodensha,Co.,Ltd. will become a wholly owned subsidiary of きんでん. Representative Director, President and Executive Officer: Kajikawa Yuji (梶川 裕司). Change of corporate name and employee treatment: Not disclosed
Items this document does not state (15)
Acquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

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

Because, on the effective date of this treasury share acquisition, The Kodensha,Co.,Ltd. acquired the 6 post-consolidation shares owned by Mitsubishi Electric, resulting in きんでん holding all of The Kodensha,Co.,Ltd.'s voting rights and making it a wholly owned subsidiary.

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Notice Regarding the Making of The Kodensha,Co.,Ltd. a Wholly Owned Subsidiary | KINDEN CORPORATION (1944) timely disclosure | Komori