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Statutory disclosure document3186NEXTAGE Co.,Ltd.Retail

Statutory Prior Disclosure Document (Absorption-type Company Split) (株式会社Shin)

NEXTAGE will carry out an absorption-type company split under which the rights and obligations relating to its Jaguar Land Rover and BYD businesses, including assets, liabilities and contracts, will be transferred to its wholly owned subsidiary, Shin. The effective date is scheduled for 1 June 2026, and no consideration will be paid.

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Decision and Details

An absorption-type company split under which the rights and obligations relating to Company A’s Jaguar Land Rover and BYD businesses will be transferred to Company B

Decision15 April 2026 (date of execution of the absorption-type company split agreement)
Period CoveredBased on the balance sheet as of 30 November 2025 and other calculations as of the same date, finalized after reflecting changes through the day preceding the effective date
Implementation1 June 2026 (scheduled effective date; subject to change following discussions between Companies A and B)
Going forwardThe company split is scheduled to take effect on 1 June 2026. If any changes occur after the date on which prior disclosure documents become available for inspection, the revised information will be disclosed immediately.
AmountConsideration for the company split: no cash or other consideration will be paid; balance sheet at the establishment of Shin Co., Ltd.: total assets ¥10 million, shareholders’ equity ¥10 million, share capital ¥10 million
Reason

As Company B is wholly owned by Company A, payment of consideration for the company split will be omitted.

Impact on Business Performance

Based on the financial positions of Companies A and B, the companies expect that the performance of their obligations will not be impeded.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type company split under which the rights and obligations relating to Company A’s Jaguar Land Rover and BYD businesses will be transferred to Company B
Decision Date15 April 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 June 2026 (scheduled effective date; subject to change following discussions between Companies A and B)
Period CoveredBased on the balance sheet as of 30 November 2025 and other calculations as of the same date, finalized after reflecting changes through the day preceding the effective date
AmountConsideration for the company split: no cash or other consideration will be paid; balance sheet at the establishment of Shin Co., Ltd.: total assets ¥10 million, shareholders’ equity ¥10 million, share capital ¥10 million
Impact on Business PerformanceBased on the financial positions of Companies A and B, the companies expect that the performance of their obligations will not be impeded.
ReasonAs Company B is wholly owned by Company A, payment of consideration for the company split will be omitted.
Governing RuleCompanies Act and Ordinance for Enforcement of the Companies Act
Future plansThe company split is scheduled to take effect on 1 June 2026. If any changes occur after the date on which prior disclosure documents become available for inspection, the revised information will be disclosed immediately.
Items this document does not state (3)
Decision-Making BodyQuantity / scaleRelated 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.

As Company A is the wholly owning parent company of Company B, payment of consideration for the company split will be omitted. Based on the financial positions of Companies A and B, the companies expect that the split will not impede the performance of their obligations.

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Statutory Prior Disclosure Document (Absorption-type Company Split) (株式会社Shin) | NEXTAGE Co.,Ltd. (3186) timely disclosure | Komori