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M&A and Subsidiary Changes4091NIPPON SANSO HOLDINGS CORPORATIONMaterials and Chemicals

Notice Regarding a Change in a Specified Subsidiary

As a result of the Company's acquisition of a Spanish home healthcare services company and completion of the share acquisition on 3 March 2026, the company became a subsidiary. The company also changed its corporate name to "Nippon Sanso Homecare España, S.L.U." and became a specified subsidiary because its stated capital amounted to 10% or more of the Company's stated capital.

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This transaction

Share acquisition (acquisition)
Disclosing companyNIPPON SANSO HOLDINGS CORPORATION
Nippon Sanso Homecare España, S.L.U. (formerly Esteve Teijin Healthcare, S.L.)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date3 March 2026 (date on which the share acquisition procedures were completed)
Target company

Home healthcare services business

Location Castelldefels, Barcelona, SpainShare capital €35.7 millionDate of incorporation February 2009
Net Sales€40 million (¥6,503 million), fiscal year ended December 2024
Operating profit€3 million (¥509 million), fiscal year ended December 2024
Net income for the current fiscal year€2 million (¥306 million), fiscal year ended December 2024
Net assets€36 million (¥5,859 million), fiscal year ended December 2024
Impact on Business Performance

This has been reflected in the full-year consolidated earnings forecast for the fiscal year ending March 2026 announced on 4 February 2026.

Procedures and assumptions
Management structure after acquisitionThe corporate name changed to "Nippon Sanso Homecare España, S.L.U." The representative is Director Justin Corcho (Mr.). Employee treatment: not disclosed.
This transaction
ItemDetails
Transaction nameShare acquisition (acquisition)
Name of the Subject CompanyNippon Sanso Homecare España, S.L.U. (formerly Esteve Teijin Healthcare, S.L.)
Business Description of the Subject CompanyHome healthcare services business
Location of the Subject CompanyCastelldefels, Barcelona, Spain
Capital Stock of the Subject Company€35.7 million
Date of Establishment of the Subject CompanyFebruary 2009
Net Sales of the Subject Company€40 million (¥6,503 million), fiscal year ended December 2024
Operating Profit of the Subject Company€3 million (¥509 million), fiscal year ended December 2024
Net Income of the Subject Company€2 million (¥306 million), fiscal year ended December 2024
Net Assets of the Subject Company€36 million (¥5,859 million), fiscal year ended December 2024
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThis has been reflected in the full-year consolidated earnings forecast for the fiscal year ending March 2026 announced on 4 February 2026.
Execution Date / Effective Date3 March 2026 (date on which the share acquisition procedures were completed)
Management structure after acquisitionThe corporate name changed to "Nippon Sanso Homecare España, S.L.U." The representative is Director Justin Corcho (Mr.). Employee treatment: not disclosed.
Items this document does not state (18)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 Company agreed to acquire Esteve Teijin Healthcare, S.L., which operates a home healthcare services business in Spain, and completed the share acquisition on 3 March 2026. Subsequently, the Company reviewed the target company's historical capital transactions and determined that its stated capital amounted to 10% or more of the Company's stated capital, making it a specified subsidiary.

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Notice Regarding a Change in a Specified Subsidiary | NIPPON SANSO HOLDINGS CORPORATION (4091) timely disclosure | Komori