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

Statutory Advance Disclosure Document (Absorption-Type Company Split) (SHIFT PLUS Co., Ltd.)

SHIFT will carry out an absorption-type company split under which it will assume the employment contract status and all rights and obligations relating to the administrative functions of its wholly owned subsidiary, SHIFT PLUS. Assets, liabilities, and contracts other than employment contracts will not be transferred, and no consideration will be delivered.

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Decision and Details

Resolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed)

An absorption-type company split under which SHIFT will assume the rights and obligations relating to the administrative functions of SHIFT PLUS Co., Ltd.

Decision15 July 2026 (date of execution of the absorption-type company split agreement)
Period CoveredOn and after 1 September 2026 (after the effective date)
Implementation1 September 2026 (scheduled effective date)
Going forwardThe company split is scheduled to take effect on 1 September 2026. If the necessary procedures cannot be completed by the preceding day, the effective date may be changed following discussions between 甲 and 乙. Any changes after the start date of the advance disclosure will be disclosed immediately.
AmountConsideration for the company split: ¥0 in shares, cash or any other consideration / Increase in stated capital: ¥0 / Increase in legal capital surplus and other reserves: to be determined by 甲 in accordance with the Ordinance on Company Accounting
Quantity / scaleThe employment contract status and all rights and obligations under the contracts of all employees primarily engaged in the administrative functions of SHIFT PLUS. Number of employees: Not disclosed.
Reason

SHIFT is the wholly owning parent company of SHIFT PLUS, and this is an absorption-type company split between a wholly owned parent company and its subsidiary.

Impact on Business Performance

The impact of this company split on business performance is Not disclosed. It has been determined that there is no issue with the prospects for the performance of the obligations of either company.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type company split under which SHIFT will assume the rights and obligations relating to the administrative functions of SHIFT PLUS Co., Ltd.
Decision-Making BodyResolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed)
Decision Date15 July 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 September 2026 (scheduled effective date)
Period CoveredOn and after 1 September 2026 (after the effective date)
AmountConsideration for the company split: ¥0 in shares, cash or any other consideration / Increase in stated capital: ¥0 / Increase in legal capital surplus and other reserves: to be determined by 甲 in accordance with the Ordinance on Company Accounting
Quantity / scaleThe employment contract status and all rights and obligations under the contracts of all employees primarily engaged in the administrative functions of SHIFT PLUS. Number of employees: Not disclosed.
Impact on Business PerformanceThe impact of this company split on business performance is Not disclosed. It has been determined that there is no issue with the prospects for the performance of the obligations of either company.
ReasonSHIFT is the wholly owning parent company of SHIFT PLUS, and this is an absorption-type company split between a wholly owned parent company and its subsidiary.
Governing RuleCompanies Act, Article 794, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 192; Companies Act, Article 758; Companies Act, Article 799, paragraph 1; and Companies Act, Article 381, paragraph 1
Related previous disclosuresNotice Concerning the Absorption-Type Merger of a Subsidiary of the Company / Notice Concerning the Determination of Matters Relating to the Acquisition of Treasury Shares (Acquisition of Treasury Shares Pursuant to the Articles of Incorporation Based on Article 165, Paragraph 2 of the Companies Act) / Notice Concerning the Absorption-Type Merger of a Subsidiary of the Company (ADX Consulting Co., Ltd.) / Notice Concerning the Absorption-Type Company Split of a Subsidiary of the Company (Airitech Co., Ltd.) and the Absorption-Type Merger between Consolidated Subsidiaries (surviving company: 株式会社シムテック) / (Discontinuation and Change of Disclosed Matters) Notice Concerning the Discontinuation of the Establishment of a Subsidiary and Changes to the Absorption-Type Merger Structure of a Subsidiary of the Company (dates: Not disclosed)
Future plansThe company split is scheduled to take effect on 1 September 2026. If the necessary procedures cannot be completed by the preceding day, the effective date may be changed following discussions between 甲 and 乙. Any changes after the start date of the advance disclosure will be disclosed immediately.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

SHIFT PLUS is a wholly owned subsidiary of SHIFT, and this is an absorption-type company split between a wholly owned parent company and its subsidiary.

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Statutory Advance Disclosure Document (Absorption-Type Company Split) (SHIFT PLUS Co., Ltd.) | SHIFT Inc. (3697) timely disclosure | Komori