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Statutory disclosure document3024CREATE CORPORATIONTrading & Wholesale

Statutory Advance Disclosure Documents (Merger) (クリテック株式会社)

CREATE CORPORATION entered into an absorption-type merger agreement with its wholly owned subsidiary, クリテック株式会社. The effective date is 1 July 2026. No merger consideration will be paid, and there will be no increase in the surviving company's capital or capital reserves.

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Decision and Details

Lawful corporate decisions by A and B (specific corporate bodies Not disclosed)

Advance disclosure document concerning the absorption-type merger

Decision15 May 2026 (the date the absorption-type merger agreement was executed)
Period CoveredFrom 1 July 2026 onward (after the effective date)
Implementation1 July 2026 (scheduled; effective date, subject to change by agreement between the parties)
Going forwardFollowing approval by lawful corporate resolutions, the merger will take effect on 1 July 2026. The effective date may be changed, if necessary, following consultation between Party A and Party B.
AmountMerger consideration: none; increase in capital and capital reserves: none; borrowings of クリテック株式会社: ¥30 million
Quantity / scale1,000 issued shares of クリテック株式会社; CREATE CORPORATION's ownership interest: 100%; assets, liabilities and all other rights and obligations of クリテック株式会社 to be transferred
Reason

CREATE CORPORATION holds all of the issued shares of クリテック株式会社, making this an absorption-type merger of a wholly owned subsidiary.

Impact on Business Performance

Following the merger, CREATE CORPORATION's assets are expected to substantially exceed its liabilities, and it has been determined that the obligations it assumes are expected to be performed after the effective date.

Decision and Details
ItemDetails
Matter CoveredAdvance disclosure document concerning the absorption-type merger
Decision-Making BodyLawful corporate decisions by A and B (specific corporate bodies Not disclosed)
Decision Date15 May 2026 (the date the absorption-type merger agreement was executed)
Implementation Date1 July 2026 (scheduled; effective date, subject to change by agreement between the parties)
Period CoveredFrom 1 July 2026 onward (after the effective date)
AmountMerger consideration: none; increase in capital and capital reserves: none; borrowings of クリテック株式会社: ¥30 million
Quantity / scale1,000 issued shares of クリテック株式会社; CREATE CORPORATION's ownership interest: 100%; assets, liabilities and all other rights and obligations of クリテック株式会社 to be transferred
Impact on Business PerformanceFollowing the merger, CREATE CORPORATION's assets are expected to substantially exceed its liabilities, and it has been determined that the obligations it assumes are expected to be performed after the effective date.
ReasonCREATE CORPORATION holds all of the issued shares of クリテック株式会社, making this an absorption-type merger of a wholly owned subsidiary.
Governing RuleArticle 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act
Future plansFollowing approval by lawful corporate resolutions, the merger will take effect on 1 July 2026. The effective date may be changed, if necessary, following consultation between Party A and Party B.
Items this document does not state (1)
Related previous disclosures

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.

CREATE CORPORATION holds all of the issued shares of クリテック株式会社.

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Statutory Advance Disclosure Documents (Merger) (クリテック株式会社) | CREATE CORPORATION (3024) timely disclosure | Komori