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

Statutory Advance Disclosure Document (Absorption-Type Company Split) (株式会社クレイトソリューションズ)

SHIFT will carry out an absorption-type company split under which it will assume the contractual status, rights and obligations of all employees of its wholly owned subsidiary, 株式会社クレイトソリューションズ, who are primarily engaged in administrative functions. No consideration, including shares or cash, will be delivered, and no assets, liabilities or contracts other than employment contracts will be transferred.

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Decision and Details

The governing bodies of Party A and Party B (specific bodies Not disclosed)

Absorption-type company split under which SHIFT will assume the rights and obligations relating to the administrative functions of 株式会社クレイトソリューションズ

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; subject to change if the necessary procedures cannot be completed by the preceding day)
Going forwardThe absorption-type company split is scheduled to take effect on 1 September 2026. By the effective date, Party A and Party B will each obtain approval of the agreement and make the necessary corporate decisions. If any change occurs after the start date of the prior disclosure, it will be disclosed immediately.
AmountConsideration for the company split: no shares, cash or any other consideration; increase in stated capital: ¥0; increase in reserves, etc.: to be determined by Party A in accordance with the Companies Calculation Regulations
Quantity / scaleThe transfer covers the contractual status and all rights and obligations under the relevant contracts of all employees of the company being split who are primarily engaged in the relevant division; number of employees: Not disclosed
Reason

As this is an absorption-type company split between a wholly owned parent and its subsidiary, no allocation of shares or delivery of any other consideration will be made; specific reason for carrying out the transaction: Not disclosed

Impact on Business Performance

The parties have determined that there is no concern regarding the prospects for performance of the obligations for which each company is responsible; specific amount of the impact on financial results: Not disclosed

Decision and Details
ItemDetails
Matter CoveredAbsorption-type company split under which SHIFT will assume the rights and obligations relating to the administrative functions of 株式会社クレイトソリューションズ
Decision-Making BodyThe governing bodies of Party A and Party B (specific bodies Not disclosed)
Decision Date15 July 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 September 2026 (scheduled effective date; subject to change if the necessary procedures cannot be completed by the preceding day)
Period CoveredOn and after 1 September 2026 (after the effective date)
AmountConsideration for the company split: no shares, cash or any other consideration; increase in stated capital: ¥0; increase in reserves, etc.: to be determined by Party A in accordance with the Companies Calculation Regulations
Quantity / scaleThe transfer covers the contractual status and all rights and obligations under the relevant contracts of all employees of the company being split who are primarily engaged in the relevant division; number of employees: Not disclosed
Impact on Business PerformanceThe parties have determined that there is no concern regarding the prospects for performance of the obligations for which each company is responsible; specific amount of the impact on financial results: Not disclosed
ReasonAs this is an absorption-type company split between a wholly owned parent and its subsidiary, no allocation of shares or delivery of any other consideration will be made; specific reason for carrying out the transaction: Not disclosed
Governing RuleArticle 794, paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; Article 758 of the Companies Act; Article 799, paragraph 1 of the Companies Act; Article 165, paragraph 2 of the Companies Act; Companies Calculation Regulations
Related previous disclosuresNotice Regarding the Absorption-type Merger of a Subsidiary; Notice Regarding the Determination of Matters Relating to the Acquisition of Treasury Shares (Acquisition of Treasury Shares Based on the Articles of Incorporation Pursuant to Article 165, Paragraph 2 of the Companies Act); Notice Regarding the Absorption-type Merger of a Subsidiary (ADX Consulting株式会社); Notice Regarding the Absorption-type Company Split of a Subsidiary (Airitech株式会社) 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 Regarding the Discontinuation of the Establishment of a Subsidiary and the Change in the Absorption-type Merger Scheme for a Subsidiary (all dates: Not disclosed)
Future plansThe absorption-type company split is scheduled to take effect on 1 September 2026. By the effective date, Party A and Party B will each obtain approval of the agreement and make the necessary corporate decisions. If any change occurs after the start date of the prior disclosure, it will be disclosed immediately.

The reasons the company gives

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

This is an absorption-type company split between a wholly owned parent and its subsidiary, under which the rights and obligations relating to administrative functions will be consolidated under SHIFT; however, no specific reason for carrying out the transaction is stated.

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Statutory Advance Disclosure Document (Absorption-Type Company Split) (株式会社クレイトソリューションズ) | SHIFT Inc. (3697) timely disclosure | Komori