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Occurring Fact3437TOKUDEN CO.,LTD.Construction and Materials

Notice Regarding a Planned Change in the Major Shareholder and Other Affiliated Company That Is Also the Largest Shareholder

HIRAYAMA HOLDINGS Co.,Ltd. is scheduled to acquire the Company's common shares from HIKARI TSUSHIN,INC. and its joint holders, and become the Company's largest shareholder among its major shareholders and an other affiliated company. HIKARI TSUSHIN,INC. is scheduled to cease being an other affiliated company of the Company.

Worth reading
32Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
26.7
Voting rights ownership ratio (%)
Wording
Conditional
How definitive the wording is.

Planned Change in Major Shareholder, Largest Shareholder Among Major Shareholders and Other Affiliated Company

Subject Entity

HIRAYAMA HOLDINGS Co.,Ltd. and HIKARI TSUSHIN,INC. (the Company's shareholders)

Target Locations / Products

The Company's common shares

OccurrenceLate June to early July 2026 (scheduled date of change)
Awareness or receipt of notice29 May 2026 (date on which the Company confirmed the planned change)
This disclosure06/01/2026
Cause

Share transfer in which HIRAYAMA HOLDINGS Co.,Ltd. will acquire the Company's common shares held by HIKARI TSUSHIN,INC. and its joint holders

Change in voting rights ownership ratio

HIRAYAMA HOLDINGS Co.,Ltd.26.70%→26.70%(0.00pt)

The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.

Voting rights ownership percentage before the change

HIRAYAMA HOLDINGS Co.,Ltd.: Not applicable (as of 31 March 2026). HIKARI TSUSHIN,INC.: Direct ownership, —; ownership included in aggregate, 4,299 voting rights (26.7%); total, 4,299 voting rights (26.7%) (as of 31 March 2026).

Voting rights ownership percentage after the change

HIRAYAMA HOLDINGS Co.,Ltd.: Direct ownership, 4,229 voting rights (26.7%); ownership included in aggregate, —; total, 4,229 voting rights (26.7%); largest shareholder ranking, No. 1 (estimate based on the shareholder registry as of 31 March 2026 and disclosed information). HIKARI TSUSHIN,INC.: Not applicable.

Impact on Earnings Forecast

At this stage, the impact on the Company's consolidated results is expected to be immaterial. If it becomes necessary to revise the earnings forecasts, the Company will make an appropriate disclosure.

Outlook

The Company will continue to consider initiatives to create synergies described in HIRAYAMA HOLDINGS Co.,Ltd.'s disclosure.

Planned follow-up disclosure

If it becomes necessary to revise the earnings forecasts, the Company will make an appropriate disclosure.

Event that occurred
ItemDetails
Event namePlanned Change in Major Shareholder, Largest Shareholder Among Major Shareholders and Other Affiliated Company
Date of occurrenceLate June to early July 2026 (scheduled date of change)
Date recognized / date notice received29 May 2026 (date on which the Company confirmed the planned change)
Subject EntityHIRAYAMA HOLDINGS Co.,Ltd. and HIKARI TSUSHIN,INC. (the Company's shareholders)
Target Locations / ProductsThe Company's common shares
CauseShare transfer in which HIRAYAMA HOLDINGS Co.,Ltd. will acquire the Company's common shares held by HIKARI TSUSHIN,INC. and its joint holders
Impact on Earnings ForecastAt this stage, the impact on the Company's consolidated results is expected to be immaterial. If it becomes necessary to revise the earnings forecasts, the Company will make an appropriate disclosure.
Voting rights ownership percentage before the changeHIRAYAMA HOLDINGS Co.,Ltd.: Not applicable (as of 31 March 2026). HIKARI TSUSHIN,INC.: Direct ownership, —; ownership included in aggregate, 4,299 voting rights (26.7%); total, 4,299 voting rights (26.7%) (as of 31 March 2026).
Voting rights ownership percentage after the changeHIRAYAMA HOLDINGS Co.,Ltd.: Direct ownership, 4,229 voting rights (26.7%); ownership included in aggregate, —; total, 4,229 voting rights (26.7%); largest shareholder ranking, No. 1 (estimate based on the shareholder registry as of 31 March 2026 and disclosed information). HIKARI TSUSHIN,INC.: Not applicable.
OutlookThe Company will continue to consider initiatives to create synergies described in HIRAYAMA HOLDINGS Co.,Ltd.'s disclosure.
Planned follow-up disclosureIf it becomes necessary to revise the earnings forecasts, the Company will make an appropriate disclosure.
Items this document does not state (14)
Amount of Impact on Business PerformanceAccounting period in which recognizedType of litigation or proceedingCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liability

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.

HIRAYAMA HOLDINGS Co.,Ltd. will acquire the Company's common shares held by HIKARI TSUSHIN,INC. and its joint holders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Planned Change in the Major Shareholder and Other Affiliated Company That Is Also the Largest Shareholder | TOKUDEN CO.,LTD. (3437) timely disclosure | Komori