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M&A and Subsidiary Changes3103UNITIKA LTD.Materials and Chemicals

Notice Concerning the Dissolution of a Subsidiary

Unitika decided to dissolve and liquidate its consolidated subsidiary 大阪染工株式会社, in which it holds 100% of the voting rights. A resolution to dissolve the company is scheduled for 31 October 2026, and completion of the liquidation is scheduled for 30 September 2027.

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This transaction

Dissolution of a subsidiary
Disclosing companyUNITIKA LTD.
大阪染工株式会社Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Dyeing and processing of cotton and cotton-blended woven fabrics and knitwear

Location Mishima District, Osaka PrefectureShare capital ¥90 millionDate of incorporation 20 April 1977
Net Sales¥1,479 million (fiscal year ended March 2026)
Operating profitOperating loss of ¥42 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet income of ¥13,319 million (fiscal year ended March 2026)
Net assetsNet assets of ¥10,851 million (fiscal year ended March 2026)
Impact on Business Performance

The impact of this matter on consolidated financial results for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionResolution to dissolve at an extraordinary general meeting of shareholders of 大阪染工株式会社
Management structure after acquisitionCompletion of liquidation (scheduled): 30 September 2027
This transaction
ItemDetails
Transaction nameDissolution of a subsidiary
Name of the Subject Company大阪染工株式会社
Business Description of the Subject CompanyDyeing and processing of cotton and cotton-blended woven fabrics and knitwear
Location of the Subject CompanyMishima District, Osaka Prefecture
Capital Stock of the Subject Company¥90 million
Date of Establishment of the Subject Company20 April 1977
Net Sales of the Subject Company¥1,479 million (fiscal year ended March 2026)
Operating Profit of the Subject CompanyOperating loss of ¥42 million (fiscal year ended March 2026)
Net Income of the Subject CompanyNet income of ¥13,319 million (fiscal year ended March 2026)
Net Assets of the Subject CompanyNet assets of ¥10,851 million (fiscal year ended March 2026)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact of this matter on consolidated financial results for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution26 October 2026
Execution Date / Effective DateResolution to dissolve at an extraordinary general meeting of shareholders of 大阪染工株式会社: 31 October 2026; completion of liquidation (scheduled): 30 September 2027
Conditions Precedent to ExecutionResolution to dissolve at an extraordinary general meeting of shareholders of 大阪染工株式会社
Management structure after acquisitionCompletion of liquidation (scheduled): 30 September 2027
Items this document does not state (16)
Counterparty nameAcquisition 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)Contract 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.

大阪染工株式会社 will be dissolved as part of the implementation of the business revitalization plan announced on 28 November 2024, which is being carried out with the support of the Regional Economy Vitalization Corporation of Japan.

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Notice Concerning the Dissolution of a Subsidiary | UNITIKA LTD. (3103) timely disclosure | Komori