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Statutory disclosure document3467Agratio urban design Inc.Real Estate

Statutory Pre-Merger Disclosure Document (Merger) (株式会社ホーユーコーポレーション)

Agratio urban design Inc. entered into an agreement to absorb and merge its wholly owned subsidiary, 株式会社ホーユーコーポレーション. No merger consideration will be paid, and the merger is scheduled to take effect on 1 October 2026.

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Decision and Details

The boards of directors of Agratio urban design Inc. and 株式会社ホーユーコーポレーション

Prior disclosure concerning the absorption-type merger

Decision28 August 2026
Implementation1 October 2026 (scheduled effective date)
Going forwardThe absorption-type merger is scheduled to take effect on 1 October 2026.
AmountMerger consideration: none; total assets of 株式会社ホーユーコーポレーション for its most recent fiscal year: ¥1,468,030,726; total liabilities: ¥765,533,643; total net assets: ¥702,497,083
Quantity / scale232,200 issued common shares of 株式会社ホーユーコーポレーション
Reason

No merger consideration will be paid because this is a merger between a wholly owned parent company and its subsidiary.

Impact on Business Performance

Even after the effective date of the merger, no event is currently anticipated that would impede the surviving company's performance of its obligations in light of its earnings and cash flow position.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure concerning the absorption-type merger
Decision-Making BodyThe boards of directors of Agratio urban design Inc. and 株式会社ホーユーコーポレーション
Decision Date28 August 2026
Implementation Date1 October 2026 (scheduled effective date)
AmountMerger consideration: none; total assets of 株式会社ホーユーコーポレーション for its most recent fiscal year: ¥1,468,030,726; total liabilities: ¥765,533,643; total net assets: ¥702,497,083
Quantity / scale232,200 issued common shares of 株式会社ホーユーコーポレーション
Impact on Business PerformanceEven after the effective date of the merger, no event is currently anticipated that would impede the surviving company's performance of its obligations in light of its earnings and cash flow position.
ReasonNo merger consideration will be paid because this is a merger between a wholly owned parent company and its subsidiary.
Governing RuleArticle 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; and Article 784, paragraph 1 of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 1 October 2026.
Items this document does not state (2)
Period CoveredRelated 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 this is a merger between a wholly owned parent company and its subsidiary, no merger consideration will be paid. The companies also state that, at present, no event is anticipated that would impede the surviving company's performance of its obligations following the merger.

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Statutory Pre-Merger Disclosure Document (Merger) (株式会社ホーユーコーポレーション) | Agratio urban design Inc. (3467) timely disclosure | Komori