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Statutory disclosure document4041Nippon Soda Co.,Ltd.Materials and Chemicals

Statutory Advance Disclosure Document (Merger) (株式会社ニッソーグリーン)

Nippon Soda Co.,Ltd. will absorb 株式会社ニッソーグリーン in a merger and assume all of ニッソーグリーン’s assets, liabilities, rights and obligations. The effective date is 1 October 2026, and no shares will be issued and neither stated capital nor capital reserves will be increased.

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Decision and Details

To be determined following the necessary procedures, including resolutions of the boards of directors of both companies

Absorption-type merger between Nippon Soda Co.,Ltd. and 株式会社ニッソーグリーン

Decision7 August 2026 (date of execution of the absorption-type merger agreement)
Period CoveredFrom 1 October 2026 onward
Implementation1 October 2026 (scheduled; effective date)
Going forwardThe merger is scheduled to become effective on 1 October 2026. If the necessary procedures cannot be completed by that date, the effective date may be changed following consultation between the two companies. Any changes to the details disclosed will be disclosed immediately.
Quantity / scaleNo shares issued and no increase in stated capital or capital reserves. All assets, liabilities, rights and obligations of 株式会社ニッソーグリーン will be assumed.
Reason

Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary

Impact on Business Performance

Following the merger, the surviving company’s assets are expected to substantially exceed its liabilities, and no event that would impede the performance of its obligations is currently anticipated.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type merger between Nippon Soda Co.,Ltd. and 株式会社ニッソーグリーン
Decision-Making BodyTo be determined following the necessary procedures, including resolutions of the boards of directors of both companies
Decision Date7 August 2026 (date of execution of the absorption-type merger agreement)
Implementation Date1 October 2026 (scheduled; effective date)
Period CoveredFrom 1 October 2026 onward
Quantity / scaleNo shares issued and no increase in stated capital or capital reserves. All assets, liabilities, rights and obligations of 株式会社ニッソーグリーン will be assumed.
Impact on Business PerformanceFollowing the merger, the surviving company’s assets are expected to substantially exceed its liabilities, and no event that would impede the performance of its obligations is currently anticipated.
ReasonBecause this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary
Governing RuleCompanies Act, Article 782, paragraph 1; Article 784, paragraph 1; Article 794, paragraph 1; Article 796, paragraph 2; Regulations for Enforcement of the Companies Act, Article 182; Article 191
Future plansThe merger is scheduled to become effective on 1 October 2026. If the necessary procedures cannot be completed by that date, the effective date may be changed following consultation between the two companies. Any changes to the details disclosed will be disclosed immediately.
Items this document does not state (2)
AmountRelated previous disclosures

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.

The merger is between a wholly owned parent company and its wholly owned subsidiary and will be carried out as a merger without consideration. The company explains that, following the merger, the surviving company’s assets are still expected to substantially exceed its liabilities, and no event that would impede the performance of its obligations is currently anticipated.

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Statutory Advance Disclosure Document (Merger) (株式会社ニッソーグリーン) | Nippon Soda Co.,Ltd. (4041) timely disclosure | Komori