Decision and Details
広栄化学 Annual General Meeting of Shareholders; Sumitomo Chemical Board of DirectorsPost-event disclosure matters relating to the share exchange
A share exchange was carried out with Sumitomo Chemical as the wholly owning parent company through the share exchange and 広栄化学 as the wholly owned subsidiary through the share exchange. As the transaction qualified as a simplified share exchange for Sumitomo Chemical, it was carried out without obtaining shareholder approval. 広栄化学 obtained approval through a resolution at its Annual General Meeting of Shareholders held on 25 June 2026.
| Item | Details |
|---|---|
| Matter Covered | Post-event disclosure matters relating to the share exchange |
| Decision-Making Body | 広栄化学 Annual General Meeting of Shareholders; Sumitomo Chemical Board of Directors |
| Decision Date | 13 May 2026 (date the share exchange agreement was executed); 25 June 2026 (resolutions at 広栄化学's Annual General Meeting of Shareholders and resolution to cancel treasury shares) |
| Implementation Date | 1 August 2026 (effective date; completed) |
| Period Covered | From 1 August 2026 onward (effectiveness of the share exchange) |
| Quantity / scale | 広栄化学 shares transferred: 2,159,620; Sumitomo Chemical common shares delivered: 10,603,734; exchange ratio: 4.91 Sumitomo Chemical common shares for each 広栄化学 common share; dissenting shareholders who gave notice of opposition: 1, representing an aggregate 1,000 shares |
| Reason | A share exchange was carried out with Sumitomo Chemical as the wholly owning parent company through the share exchange and 広栄化学 as the wholly owned subsidiary through the share exchange. As the transaction qualified as a simplified share exchange for Sumitomo Chemical, it was carried out without obtaining shareholder approval. 広栄化学 obtained approval through a resolution at its Annual General Meeting of Shareholders held on 25 June 2026. |
| Governing Rule | Companies Act, Article 791, Paragraph 1, Item 2; Article 801, Paragraph 3, Item 3; Article 783, Paragraph 1; Article 785; Article 787; Article 789; Article 795, Paragraph 1; Article 796, Paragraph 2, main clause, and Paragraph 3; Article 797; Article 799; Ordinance for Enforcement of the Companies Act, Articles 190 and 197; Act on Book-Entry Transfer of Company Bonds, Shares, etc., Article 155, Paragraph 2, and Article 161, Paragraph 2 |
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.A share exchange was carried out with Sumitomo Chemical as the wholly owning parent company through the share exchange and 広栄化学 as the wholly owned subsidiary through the share exchange. This document reports the statutory post-event disclosure matters; it does not state the business rationale for the share exchange.