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Statutory disclosure document3186NEXTAGE Co.,Ltd.Retail

Statutory Prior Disclosure Document (Absorption-Type Company Split) (株式会社ism)

An agreement was entered into under which the assets, liabilities, contracts and other rights and obligations relating to NEXTAGE Co.,Ltd.’s Auto Stage business will be transferred to its wholly owned subsidiary, 株式会社ism, through an absorption-type company split. The effective date is scheduled for 1 June 2026, and no consideration will be paid for the split.

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Decision and Details

An absorption-type company split under which the rights and obligations relating to 甲’s Auto Stage business will be transferred to 乙

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 accounts as of that date, with increases and decreases through the day preceding the effective date added or deducted to determine the final figures
Implementation1 June 2026 (scheduled effective date; subject to change following consultation between 甲 and 乙)
Going forwardThe absorption-type company split is scheduled to become effective on 1 June 2026. If any changes arise after the date on which the advance disclosure documents are made available, the matters as changed will be disclosed immediately
AmountBalance sheet at the incorporation of 株式会社ism: total assets, ¥10 million; cash and deposits, ¥10 million; total net assets, ¥10 million; capital stock, ¥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 甲’s Auto Stage business will be transferred to 乙
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 consultation between 甲 and 乙)
Period CoveredBased on the balance sheet as of 30 November 2025 and other accounts as of that date, with increases and decreases through the day preceding the effective date added or deducted to determine the final figures
AmountBalance sheet at the incorporation of 株式会社ism: total assets, ¥10 million; cash and deposits, ¥10 million; total net assets, ¥10 million; capital stock, ¥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 absorption-type company split is scheduled to become effective on 1 June 2026. If any changes arise after the date on which the advance disclosure documents are made available, the matters as changed 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 株式会社ism is a wholly owned subsidiary of NEXTAGE Co.,Ltd., the payment of consideration for the split will be omitted. In addition, based on the financial condition of the two parties, it is expected that there will be no difficulty in performing their obligations.

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