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Statutory disclosure document3323RECOMM CO.,LTD.Trading & Wholesale

Statutory Post-Closing Disclosure Document (Share Exchange) (株式会社とみや)

RECOMM CO.,LTD. conducted a share exchange under which 株式会社とみや became its wholly owned subsidiary, effective 7 September 2026. RECOMM CO.,LTD. delivered 865,000 treasury shares as consideration.

Worth reading
73In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
865000
Shares
Wording
Definitive
How definitive the wording is.

Decision and Details

RECOMM CO.,LTD.: No shareholder meeting approval was required because this was a simplified share exchange under the main clause of Article 796, paragraph 2 of the Companies Act. 株式会社とみや: A shareholder resolution was deemed to have been passed based on the written consent of all shareholders.

A share exchange under which RECOMM CO.,LTD. became the wholly owning parent company and 株式会社とみや became the wholly owned subsidiary

Decision3 September 2026 (approval of the share exchange agreement by 株式会社とみや) / 17 August 2026 (execution of the share exchange agreement)
Implementation7 September 2026 (effective date; completed)
Quantity / scale985 shares subject to transfer, 865,000 shares delivered in total, exchange ratio of 878.17 RECOMM CO.,LTD. shares for each 株式会社とみや share
Reason

To disclose the effective date of the share exchange and the progress of procedures under the Companies Act as a statutory post-effective disclosure

Decision and Details
ItemDetails
Matter CoveredA share exchange under which RECOMM CO.,LTD. became the wholly owning parent company and 株式会社とみや became the wholly owned subsidiary
Decision-Making BodyRECOMM CO.,LTD.: No shareholder meeting approval was required because this was a simplified share exchange under the main clause of Article 796, paragraph 2 of the Companies Act. 株式会社とみや: A shareholder resolution was deemed to have been passed based on the written consent of all shareholders.
Decision Date3 September 2026 (approval of the share exchange agreement by 株式会社とみや) / 17 August 2026 (execution of the share exchange agreement)
Implementation Date7 September 2026 (effective date; completed)
Quantity / scale985 shares subject to transfer, 865,000 shares delivered in total, exchange ratio of 878.17 RECOMM CO.,LTD. shares for each 株式会社とみや share
ReasonTo disclose the effective date of the share exchange and the progress of procedures under the Companies Act as a statutory post-effective disclosure
Governing RuleArticles 791, paragraph 1, item 2; 801, paragraph 3, item 3; 784-2; 785; 787; 789; 796-2; 797; 799; 796, paragraph 2; 796, paragraph 3; 783, paragraph 1; and 319, paragraph 1 of the Companies Act; and Article 190 of the Ordinance for Enforcement of the Companies Act
Related previous disclosuresShare exchange agreement dated 17 August 2026
Items this document does not state (4)
Period CoveredAmountImpact on Business PerformanceFuture plans

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.

This is a post-effective disclosure pursuant to Article 791, paragraph 1, item 2 and Article 801, paragraph 3, item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act.

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Statutory Post-Closing Disclosure Document (Share Exchange) (株式会社とみや) | RECOMM CO.,LTD. (3323) timely disclosure | Komori