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Statutory disclosure document3480J.S.B.Co.,Ltd.Real Estate

Statutory Pre-Merger Disclosure Document (Absorption-Type Merger) (Mewcket Inc.)

J.S.B.Co.,Ltd. entered into an absorption-type merger agreement under which it will merge its wholly owned subsidiary, 株式会社Mewcket. The effective date is 1 August 2026. No merger consideration, including shares or cash, will be paid, and the surviving company's capital and reserves will not increase.

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Decision and Details

The boards of directors of both companies

An absorption-type merger in which J.S.B.Co.,Ltd. is the surviving company and 株式会社Mewcket is the absorbed company

Decision14 May 2026 (date of execution of the absorption-type merger agreement)
Period CoveredFrom 1 August 2026 (from the effective date)
Implementation1 August 2026 (scheduled; effective date)
Going forwardThe merger is scheduled to become effective on 1 August 2026. The effective date may be changed by consultation and agreement between the two companies if necessary for the progress of the procedures or for other reasons. If any change occurs to the disclosed matters after the start date of the advance disclosure period, it will be disclosed immediately.
AmountMerger consideration: none; increase in the surviving company's capital: ¥0; increase in capital reserve: ¥0; increase in earned reserve: ¥0
Reason

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

Impact on Business Performance

The amount of the impact of the merger on business results is not stated. It is stated that the surviving company's assets are expected to substantially exceed its liabilities and that it is expected to be able to perform its obligations.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which J.S.B.Co.,Ltd. is the surviving company and 株式会社Mewcket is the absorbed company
Decision-Making BodyThe boards of directors of both companies
Decision Date14 May 2026 (date of execution of the absorption-type merger agreement)
Implementation Date1 August 2026 (scheduled; effective date)
Period CoveredFrom 1 August 2026 (from the effective date)
AmountMerger consideration: none; increase in the surviving company's capital: ¥0; increase in capital reserve: ¥0; increase in earned reserve: ¥0
Impact on Business PerformanceThe amount of the impact of the merger on business results is not stated. It is stated that the surviving company's assets are expected to substantially exceed its liabilities and that it is expected to be able to perform its obligations.
ReasonNo merger consideration will be paid because this is a merger between a wholly owning parent company and its wholly owned 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; Article 784, Paragraph 1 of the Companies Act; Article 795, Paragraph 1 of the Companies Act; and Article 783, Paragraph 1 of the Companies Act
Future plansThe merger is scheduled to become effective on 1 August 2026. The effective date may be changed by consultation and agreement between the two companies if necessary for the progress of the procedures or for other reasons. If any change occurs to the disclosed matters after the start date of the advance disclosure period, it will be disclosed immediately.
Items this document does not state (2)
Quantity / 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 this is a merger between a wholly owning parent company and its wholly owned subsidiary, it will be carried out without consideration. The company has determined that, after the effective date, the surviving company's assets will continue to substantially exceed its liabilities and that it is expected to be able to perform its obligations.

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Statutory Pre-Merger Disclosure Document (Absorption-Type Merger) (Mewcket Inc.) | J.S.B.Co.,Ltd. (3480) timely disclosure | Komori