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Statutory disclosure document3798ULS Group,Inc.Information and Communications, Services and Others

Statutory Post-Transaction Disclosure Document (Share Exchange) (株式会社アークウェイ)

The share exchange between ULS Group and 株式会社アークウェイ became effective on 1 October 2026, and ULS Group acquired all shares of 株式会社アークウェイ. As consideration, ULS Group delivered 257,560 shares, with no increase in stated capital or reserves.

Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
257560
ULS Group common shares (number of shares delivered)
Wording
Definitive
How definitive the wording is.

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

Decision29 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)
Implementation1 October 2026 (effective date; completed)
AmountIncrease 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.

Decision and Details
ItemDetails
Matter CoveredShare 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 BodyExtraordinary 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 Date29 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 Date1 October 2026 (effective date; completed)
AmountIncrease 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
ReasonPost-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 RuleArticle 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 disclosuresShare exchange agreement dated 29 July 2026
Items this document does not state (3)
Period CoveredImpact on Business PerformanceFuture plans

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.

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Statutory Post-Transaction Disclosure Document (Share Exchange) (株式会社アークウェイ) | ULS Group,Inc. (3798) timely disclosure | Komori