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Disclosure2134Kitahama Capital Partners Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Provision of a Loan to a Local Subsidiary in the Republic of Azerbaijan

The Company’s Board of Directors has decided to provide a loan to its Azerbaijani local subsidiary, UNIFY AZE MMC, to fund the acquisition of farmland and the operation of an agricultural business. The loan will amount to approximately ¥728 million and is scheduled to be provided in the form of a loan to the local subsidiary.

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Scale
728250720
¥
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Decision and Details

Board of Directors

Loan to a local subsidiary in Azerbaijan

Decision31 July 2026
Period CoveredUntil the repayment deadline. The repayment deadline is scheduled for 31 July 2036.
Implementation31 July 2026 (予定)
Going forwardThe Company plans to execute the loan agreement and provide the loan on 31 July 2026. It will begin soil improvement, stone removal and land-clearing work on the farmland covered by the project in August 2026, with the aim of planting crops for the 2027 harvest. The Company plans to repay borrowings from the Representative Director and Chairman using funds raised through the exercise of the 15th Series Stock Acquisition Rights. Revenue from the business is expected to be distributed from the fiscal year ending March 2029 onward, although the timing, amount and accounting treatment remain under review.
AmountReal estate acquisition cost: ¥510,497,760; operating expenses: ¥188,752,960; consulting fees: ¥29,000,000; total investment amount: ¥728,250,720. Borrowing terms: annual interest rate of 3%; repayment deadline scheduled for one year after execution.
Quantity / scaleTotal farmland covered: 579.71 hectares, of which approximately 240 hectares has been cleared; farmland to be placed into operation initially: 220 hectares. Profit allocation: 50% to the Company, 30% to UNIFY AZE MMC and 20% to the operator.
Reason

The business is based on rights relating to farmland and production facilities, and is expected to generate recurring business revenue through the cultivation, processing and export of agricultural products, create local employment and improve agricultural productivity. The Company, as a foreign corporation, cannot directly acquire rights relating to farmland in Azerbaijan, and local authorities indicated that the local subsidiary must hold those rights.

Impact on Business Performance

The direct impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. As the loan is scheduled to be provided in a foreign currency, foreign exchange gains or losses may arise due to fluctuations in exchange rates. The timing, amount and accounting treatment of distributions from the business have not been determined at this time and are under review.

Decision and Details
ItemDetails
Matter CoveredLoan to a local subsidiary in Azerbaijan
Decision-Making BodyBoard of Directors
Decision Date31 July 2026
Implementation Date31 July 2026 (予定)
Period CoveredUntil the repayment deadline. The repayment deadline is scheduled for 31 July 2036.
AmountReal estate acquisition cost: ¥510,497,760; operating expenses: ¥188,752,960; consulting fees: ¥29,000,000; total investment amount: ¥728,250,720. Borrowing terms: annual interest rate of 3%; repayment deadline scheduled for one year after execution.
Quantity / scaleTotal farmland covered: 579.71 hectares, of which approximately 240 hectares has been cleared; farmland to be placed into operation initially: 220 hectares. Profit allocation: 50% to the Company, 30% to UNIFY AZE MMC and 20% to the operator.
Impact on Business PerformanceThe direct impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. As the loan is scheduled to be provided in a foreign currency, foreign exchange gains or losses may arise due to fluctuations in exchange rates. The timing, amount and accounting treatment of distributions from the business have not been determined at this time and are under review.
ReasonThe business is based on rights relating to farmland and production facilities, and is expected to generate recurring business revenue through the cultivation, processing and export of agricultural products, create local employment and improve agricultural productivity. The Company, as a foreign corporation, cannot directly acquire rights relating to farmland in Azerbaijan, and local authorities indicated that the local subsidiary must hold those rights.
Related previous disclosuresNotice Regarding the Issuance of the 15th Series Stock Acquisition Rights through a Third-Party Allotment and the Execution of a Third-Party Allotment Agreement, dated 15 April 2026
Future plansThe Company plans to execute the loan agreement and provide the loan on 31 July 2026. It will begin soil improvement, stone removal and land-clearing work on the farmland covered by the project in August 2026, with the aim of planting crops for the 2027 harvest. The Company plans to repay borrowings from the Representative Director and Chairman using funds raised through the exercise of the 15th Series Stock Acquisition Rights. Revenue from the business is expected to be distributed from the fiscal year ending March 2029 onward, although the timing, amount and accounting treatment remain under review.
Items this document does not state (1)
Governing Rule

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.

To participate in the acquisition of farmland and the cultivation, processing, export and sale of agricultural products in the Sheki District of the Republic of Azerbaijan, thereby diversifying the Company’s investment areas and expanding its earnings base. The method was also changed to one involving the local subsidiary after local authorities indicated that the Company, as a foreign corporation, could not directly acquire rights relating to farmland.

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Notice Regarding the Provision of a Loan to a Local Subsidiary in the Republic of Azerbaijan | Kitahama Capital Partners Co.,Ltd. (2134) timely disclosure | Komori