Decision and Details
Extraordinary general meeting of shareholders of 株式会社アークウェイ; ULS Group (no shareholder meeting approval required because this was a simplified share exchange)Share exchange with ULS Group as the wholly owning parent company and 株式会社アークウェイ as the wholly owned subsidiary
Post-event disclosure under Article 791, paragraph 1, item 2 and Article 801, paragraph 3, item 3 of the Companies Act and Article 190 of the Ordinance for Enforcement of the Companies Act. As the transaction qualified as a simplified share exchange, ULS Group completed it without obtaining shareholder meeting approval.
| Item | Details |
|---|---|
| Matter Covered | Share exchange with ULS Group as the wholly owning parent company and 株式会社アークウェイ as the wholly owned subsidiary |
| Decision-Making Body | Extraordinary general meeting of shareholders of 株式会社アークウェイ; ULS Group (no shareholder meeting approval required because this was a simplified share exchange) |
| Decision Date | 29 July 2026 (date of execution of the share exchange agreement), 14 August 2026 (resolution at the extraordinary general meeting of shareholders of 株式会社アークウェイ) |
| Implementation Date | 1 October 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in capital reserve: ¥0; increase in retained earnings reserve: ¥0 |
| Quantity / scale | 株式会社アークウェイ shares transferred: 40 shares; ULS Group common shares delivered: 257,560 shares; exchange ratio: 6,439 ULS Group common shares for each share of 株式会社アークウェイ common stock |
| Reason | Post-event disclosure under Article 791, paragraph 1, item 2 and Article 801, paragraph 3, item 3 of the Companies Act and Article 190 of the Ordinance for Enforcement of the Companies Act. As the transaction qualified as a simplified share exchange, ULS Group completed it without obtaining shareholder meeting approval. |
| Governing Rule | Article 783, paragraph 1; Article 784-2; Article 785; Article 787; Article 789; Article 795, paragraph 1; Article 796, paragraphs 2 and 3; Article 797; Article 799; Article 801, paragraph 3, item 3 of the Companies Act; Article 190 of the Ordinance for Enforcement of the Companies Act; and Article 161, paragraph 2 of the Act on Book-Entry Transfer of Corporate Bonds and Shares |
| Related previous disclosures | Share exchange agreement dated 29 July 2026 |
Items this document does not state (3)
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.This is post-event disclosure of the share exchange under the Companies Act and the Ordinance for Enforcement of the Companies Act, intended to disclose the progress of the procedures and material matters.