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Statutory disclosure document3697SHIFT Inc.Information and Communications, Services and Others

Statutory Advance Disclosure Document (Absorption-Type Merger) (マスラボ)

SHIFT will absorb its wholly owned subsidiary, 株式会社マスラボ, and assume all of 株式会社マスラボ’s rights and obligations, including those relating to its employees, assets and liabilities. The effective date is 1 September 2026. No merger consideration will be paid, and there will be no increase in capital or capital reserves.

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Decision and Details

Absorption-type merger with 株式会社マスラボ as the absorbed company

Decision1 June 2026 (date of execution of the absorption-type merger agreement; the required corporate approvals are scheduled to be obtained by the day before the effective date)
Period CoveredOn or after 1 September 2026
Implementation1 September 2026 (scheduled effective date)
Going forwardThe effective date is 1 September 2026. By the day before the effective date, both companies will approve this agreement and obtain the necessary corporate approvals. The effective date may be changed if the necessary procedures cannot be completed. The merger is conditional on the absorption-type merger with SHIFT SECURITY dated 1 June 2026 becoming effective.
Quantity / scaleAll employees, assets, liabilities and other rights and obligations of 株式会社マスラボ will be assumed. No merger consideration will be paid, and capital and capital reserves will not increase.
Reason

Because the Company, as the surviving company in the absorption-type merger, is the wholly owning parent company of 株式会社マスラボ, the absorbed company

Decision and Details
ItemDetails
Matter CoveredAbsorption-type merger with 株式会社マスラボ as the absorbed company
Decision Date1 June 2026 (date of execution of the absorption-type merger agreement; the required corporate approvals are scheduled to be obtained by the day before the effective date)
Implementation Date1 September 2026 (scheduled effective date)
Period CoveredOn or after 1 September 2026
Quantity / scaleAll employees, assets, liabilities and other rights and obligations of 株式会社マスラボ will be assumed. No merger consideration will be paid, and capital and capital reserves will not increase.
ReasonBecause the Company, as the surviving company in the absorption-type merger, is the wholly owning parent company of 株式会社マスラボ, the absorbed company
Governing RuleArticle 794, Paragraph 1; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 749, Paragraph 1; Article 796, Paragraph 2; and Article 799, Paragraph 1 of the Companies Act
Future plansThe effective date is 1 September 2026. By the day before the effective date, both companies will approve this agreement and obtain the necessary corporate approvals. The effective date may be changed if the necessary procedures cannot be completed. The merger is conditional on the absorption-type merger with SHIFT SECURITY dated 1 June 2026 becoming effective.
Items this document does not state (4)
Decision-Making BodyAmountImpact on Business PerformanceRelated 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.

Because 株式会社マスラボ is a wholly owned subsidiary of SHIFT, no shares, cash or other consideration will be delivered as merger consideration. With respect to the performance of obligations, assets are expected to continue to substantially exceed liabilities after the merger, and the Company has determined that there will be no issue with performance.

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Statutory Advance Disclosure Document (Absorption-Type Merger) (マスラボ) | SHIFT Inc. (3697) timely disclosure | Komori