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Statutory disclosure document3186NEXTAGE Co.,Ltd.Retail

Statutory Advance Disclosure Document (Absorption-Type Company Split) (株式会社フィオレンテ)

An absorption-type company split will transfer the assets, liabilities, contractual positions and other interests related to ネクステージ's Maserati business to its wholly owned subsidiary, 株式会社フィオレンテ. 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 Company B will assume the rights and obligations related to Company A's Maserati business.

Decision15 April 2026 (date of execution of the absorption-type company split agreement)
Period CoveredFrom the scheduled effective date of 1 June 2026 onward
Implementation1 June 2026 (scheduled effective date; subject to change by agreement between Company A and Company B)
Going forwardThe absorption-type company split is scheduled to take effect on 1 June 2026. If any matters change after the date on which the prior disclosure documents are made available for inspection, the revised matters will be disclosed immediately.
AmountBalance sheet at incorporation: total assets ¥10 million, total liabilities —, total net assets ¥10 million, stated capital ¥10 million. Consideration for the company split: no money or other assets will be paid.
Reason

As Party B is the wholly owning parent company that holds all of Party A's issued shares, delivery of consideration for the split will be omitted.

Impact on Business Performance

Based on the financial condition of both parties, the parties expect that there will be no impediment to the performance of their obligations. The amount of the impact on earnings is Not disclosed.

Items to be assumedAssets and liabilities belonging to the business subject to the split, as well as basic transaction agreements and other agreements with customers and suppliers. Employment contracts with employees and intellectual property rights, including patent rights, will not be assumed.
Decision and Details
ItemDetails
Matter CoveredAn absorption-type company split under which Company B will assume the rights and obligations related to Company A's Maserati business.
Decision Date15 April 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 June 2026 (scheduled effective date; subject to change by agreement between Company A and Company B)
Period CoveredFrom the scheduled effective date of 1 June 2026 onward
AmountBalance sheet at incorporation: total assets ¥10 million, total liabilities —, total net assets ¥10 million, stated capital ¥10 million. Consideration for the company split: no money or other assets will be paid.
Impact on Business PerformanceBased on the financial condition of both parties, the parties expect that there will be no impediment to the performance of their obligations. The amount of the impact on earnings is Not disclosed.
ReasonAs Party B is the wholly owning parent company that holds all of Party A's issued shares, delivery of consideration for the split will be omitted.
Governing RuleCompanies Act and Ordinance for Enforcement of the Companies Act
Future plansThe absorption-type company split is scheduled to take effect on 1 June 2026. If any matters change after the date on which the prior disclosure documents are made available for inspection, the revised matters will be disclosed immediately.
Items to be assumedAssets and liabilities belonging to the business subject to the split, as well as basic transaction agreements and other agreements with customers and suppliers. Employment contracts with employees and intellectual property rights, including patent rights, will not be assumed.
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.

Because 株式会社フィオレンテ is a wholly owned subsidiary of ネクステージ, payment of consideration for the company split will be omitted. Based on the financial positions of Company A and Company B, the companies expect no difficulty in performing their obligations after the split.

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Statutory Advance Disclosure Document (Absorption-Type Company Split) (株式会社フィオレンテ) | NEXTAGE Co.,Ltd. (3186) timely disclosure | Komori