Decision and Details
Post-event disclosure matters relating to the share exchange
The share exchange was carried out without obtaining approval by resolution of a shareholders’ meeting, pursuant to the procedures for a simplified share exchange under Article 796, Paragraph 2 of the Companies Act and a short-form share exchange under Article 784, Paragraph 1 of the Companies Act. This disclosure sets out the statutory post-event disclosure matters.
| Item | Details |
|---|---|
| Matter Covered | Post-event disclosure matters relating to the share exchange |
| Decision Date | 28 March 2026 (date the share exchange agreement was executed) |
| Implementation Date | 21 April 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in capital reserve: ¥70,000,000; increase in retained earnings reserve: ¥0 |
| Quantity / scale | Number of shares of 飯山土建株式会社 transferred: 755; number of ordinary shares of THE WHY HOW DO COMPANY株式会社 allotted and issued: 1,555,500; exchange ratio: 2,060.338 ordinary shares of the wholly owning parent company for each ordinary share of 飯山土建株式会社 |
| Reason | The share exchange was carried out without obtaining approval by resolution of a shareholders’ meeting, pursuant to the procedures for a simplified share exchange under Article 796, Paragraph 2 of the Companies Act and a short-form share exchange under Article 784, Paragraph 1 of the Companies Act. This disclosure sets out the statutory post-event disclosure matters. |
| Governing Rule | Article 791, Paragraph 1 and Article 801, Paragraph 3 of the Companies Act; Article 190 of the Ordinance for Enforcement of the Companies Act; and Articles 784, Paragraph 1, 785, 787, 789, 796, Paragraphs 2 and 3, 796-2, 797 and 799 of the Companies Act |
| Related previous disclosures | Share exchange agreement dated 28 March 2026 |
Items this document does not state (4)
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 disclosure sets out the statutory post-event disclosure matters following the effectiveness of the share exchange under the Companies Act.