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Statutory disclosure document198APostPrime Inc.Information and Communications, Services and Others

Statutory Post-Merger Disclosure Document (Merger) (TakaTrade Co., Ltd.)

PostPrime Co., Ltd. absorbed its wholly owned subsidiary TakaTrade Co., Ltd., with the merger taking effect on 1 November 2026. PostPrime assumed all rights and obligations of TakaTrade, including its assets, liabilities and contractual positions. No consideration was paid, and there was no increase in capital or reserves.

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Decision and Details

PostPrime Co., Ltd.'s 7th annual general meeting of shareholders and the agreement between the two companies

An absorption-type merger in which PostPrime Co., Ltd. is the surviving company and TakaTrade Co., Ltd. is the absorbed company

Decision23 July 2026 (date the absorption-type merger agreement was executed), 26 August 2026 (shareholder approval), 16 September 2026 (agreement to change the effective date)
Period CoveredOn and after 1 November 2026
Implementation1 November 2026 (effective date; actual)
Going forwardAs of the date of preparation of this document, the registration of changes related to the merger has not been completed. Other specific plans: Not disclosed
AmountTotal issue price of common shares of ¥300.01 million (material event for PostPrime), acquisition consideration for 株式会社インフィニティライフ of ¥71.53 million (excluding contingent consideration), maximum contingent consideration of ¥28.47 million, ¥300 million loan to CUBE CO.,LTD., capital reduction of ¥189.469 million, impairment loss of ¥4.583 million
Quantity / scalePostPrime holds all issued shares of TakaTrade
Reason

Because this was a merger between a wholly owned parent and its subsidiary, and no new consideration needed to be paid. Because this is a statutory post-merger disclosure under the Companies Act.

Impact on Business Performance

There will be no increase in the amount of the company's capital or reserves as a result of this merger. No difficulty is expected in performing obligations falling due after the effective date. An impairment loss of ¥4.583 million was recognized from June through August 2026 in relation to TakaTrade's product CFD trading platform business.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which PostPrime Co., Ltd. is the surviving company and TakaTrade Co., Ltd. is the absorbed company
Decision-Making BodyPostPrime Co., Ltd.'s 7th annual general meeting of shareholders and the agreement between the two companies
Decision Date23 July 2026 (date the absorption-type merger agreement was executed), 26 August 2026 (shareholder approval), 16 September 2026 (agreement to change the effective date)
Implementation Date1 November 2026 (effective date; actual)
Period CoveredOn and after 1 November 2026
AmountTotal issue price of common shares of ¥300.014 million (material event for PostPrime), acquisition consideration for 株式会社インフィニティライフ of ¥71.53 million (excluding contingent consideration), maximum contingent consideration of ¥28.47 million, ¥300 million loan to CUBE CO.,LTD., capital reduction of ¥189.469 million, impairment loss of ¥4.583 million
Quantity / scalePostPrime holds all issued shares of TakaTrade
Impact on Business PerformanceThere will be no increase in the amount of the company's capital or reserves as a result of this merger. No difficulty is expected in performing obligations falling due after the effective date. An impairment loss of ¥4.583 million was recognized from June through August 2026 in relation to TakaTrade's product CFD trading platform business.
ReasonBecause this was a merger between a wholly owned parent and its subsidiary, and no new consideration needed to be paid. Because this is a statutory post-merger disclosure under the Companies Act.
Governing RuleArticle 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Articles 784, Paragraph 1, 784-2, 785, Paragraph 2, Item 2, 789, Paragraph 1, 796-2, 797 and 921 of the Companies Act; Articles 182 and 441 of the Ordinance for Enforcement of the Companies Act
Related previous disclosuresAbsorption-type merger agreement dated 23 July 2026, agreement to change the effective date dated 16 September 2026, merger notice in the Official Gazette and electronic public notice dated 30 September 2026, first-quarter earnings summary dated 15 October 2026
Future plansAs of the date of preparation of this document, the registration of changes related to the merger has not been completed. Other specific plans: Not disclosed

The reasons the company gives

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

This is a statutory post-merger disclosure under Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. As this was a merger between a wholly owned parent and its subsidiary, and PostPrime held all of TakaTrade's shares, no merger consideration was paid.

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Statutory Post-Merger Disclosure Document (Merger) (TakaTrade Co., Ltd.) | PostPrime Inc. (198A) timely disclosure | Komori