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.
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.
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.
| Item | Details |
|---|---|
| Matter Covered | An 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 Body | Resolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed) |
| Decision Date | 15 July 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 September 2026 (scheduled effective date) |
| Period Covered | On and after 1 September 2026 (after the effective date) |
| Amount | Consideration 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 / scale | The 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 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. |
| 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. |
| Governing Rule | Companies 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 disclosures | Notice 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 plans | The 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.