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M&A and Subsidiary Changes218ALiberaware Co.,Ltd.Electrical Equipment and Precision Instruments

(Progress on Previously Disclosed Matter) Notice Regarding Completion of the Establishment of Subsidiary HINOTATE Co., Ltd. (ヒノタテ)

The incorporation procedures for HINOTATE, a wholly owned subsidiary of Liberaware, announced on 3 August 2026, have been completed. HINOTATE will be responsible for the research and development, manufacturing, sales and operational support of domestically developed unmanned aircraft and related AI and software.

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This transaction

Subsidiary Establishment
CounterpartyLiberaware, Inc.
Disclosing companyLiberaware Co.,Ltd.
株式会社HINOTATE (HINOTATE)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date21 August 2026 (completion of incorporation procedures)
Target company

Research, development, design, manufacturing, sales, operational support and maintenance of domestically developed dual-use unmanned aircraft and related solutions Research, development and provision of unmanned systems and related software and systems utilizing physical AI and other artificial intelligence technologies Development of a domestic supply chain, including component parts for unmanned systems, and collaboration with related companies and relevant organizations Development and operation of unmanned systems and provision of various services in fields of high public importance, including disaster prevention and response, critical infrastructure protection and national security

Location Chiyoda-ku, TokyoShare capital Paid-in capital: ¥100 millionDate of incorporation 21 August 2026
Impact on Business Performance

The impact of the establishment of this subsidiary on consolidated results from the fiscal year ending July 2027 onward is currently under review.

Procedures and assumptions
Management structure after acquisitionRepresentative Director: Hayashi Kohei (林 昂平), a director of the Company. The largest shareholder is Liberaware Co., Ltd., with an ownership interest of 100%.
MemoHINOTATE is a wholly owned subsidiary funded entirely by the Company.
This transaction
ItemDetails
Transaction nameSubsidiary Establishment
Counterparty nameLiberaware, Inc.
Name of the Subject Company株式会社HINOTATE (HINOTATE)
Business Description of the Subject CompanyResearch, development, design, manufacturing, sales, operational support and maintenance of domestically developed dual-use unmanned aircraft and related solutions Research, development and provision of unmanned systems and related software and systems utilizing physical AI and other artificial intelligence technologies Development of a domestic supply chain, including component parts for unmanned systems, and collaboration with related companies and relevant organizations Development and operation of unmanned systems and provision of various services in fields of high public importance, including disaster prevention and response, critical infrastructure protection and national security
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject CompanyPaid-in capital: ¥100 million
Date of Establishment of the Subject Company21 August 2026
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of the establishment of this subsidiary on consolidated results from the fiscal year ending July 2027 onward is currently under review.
Execution Date / Effective Date21 August 2026 (completion of incorporation procedures)
Management structure after acquisitionRepresentative Director: Hayashi Kohei (林 昂平), a director of the Company. The largest shareholder is Liberaware Co., Ltd., with an ownership interest of 100%.
MemoHINOTATE is a wholly owned subsidiary funded entirely by the Company.
Items this document does not state (21)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 establish a foundation for medium- to long-term growth in anticipation of expanding demand for domestically developed unmanned aircraft in disaster prevention and response, critical infrastructure protection and national security. The Company believes this will contribute to enhancing its corporate value going forward.

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(Progress on Previously Disclosed Matter) Notice Regarding Completion of the Establishment of Subsidiary HINOTATE Co., Ltd. (ヒノタテ) | Liberaware Co.,Ltd. (218A) timely disclosure | Komori