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M&A and Subsidiary Changes415AGMO TECH Holdings,Inc.Information and Communications, Services and Others

Notice Regarding a Merger Between Wholly Owned Subsidiaries

The Company has decided to absorb and merge its wholly owned subsidiaries GMO TECH and GMOデザインワン, with GMO TECH as the surviving company and GMOデザインワン as the disappearing company. No new shares or other assets will be allocated as consideration for the merger.

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This transaction

This merger
Counterparty (target company)GMO TECH Co., Ltd., GMOデザインワン Co., Ltd.
Disclosing companyGMO TECH Holdings,Inc.
Subject of this transactionVoting rights ownership percentage Before GMO TECH: 100%; GMOデザインワン: 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Creating the future with AI 1. Store customer acquisition DX SaaS business 2. Real estate DX SaaS business 3. Web marketing business 4. Internet media business 5. Payment services business 6. AI- and SaaS-related businesses, including the above 7. Other internet customer acquisition businesses, SaaS business Internet media business Development business

Location 26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo, Shinjuku East Square Building, 2-16-6 Shinjuku, Shinjuku-ku, TokyoShare capital ¥100 million, ¥100 millionDate of incorporation 4 December 2006, 13 September 2005
Consideration and expenses
Type of ConsiderationNo consideration (no new shares or other assets will be issued or allocated)
Merger ratio/share exchange rationot disclosed (no issuance of new shares or allocation of other assets)
Impact on Business Performance

The impact on results for the fiscal year ending December 2026 is expected to be minor. The outlook for results for the fiscal year ending December 2027 is scheduled to be disclosed when the Company announces its results for the fiscal year ending December 2026, scheduled for February 2027, taking the impact of the merger into account.

Procedures and assumptions
Management structure after acquisitionThe corporate name will be GMO TECH Co., Ltd. The registered office will be 26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo. The planned representative director and president is Osawa Kento (大澤 健人), the planned chairperson of the board is Suzuki Akito (鈴木明人), the planned deputy president and director is Suzuki Ryoichi (鈴木亮一), and the planned corporate auditor is Tanaka Makoto (田中誠). On the effective date, Osawa Kento (大澤健人) will become representative director and president, and Suzuki Ryoichi (鈴木亮一) is scheduled to become deputy president and director without representative authority. Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameGMO TECH Co., Ltd., GMOデザインワン Co., Ltd.
Name of the Subject CompanyGMO TECH Co., Ltd., GMOデザインワン Co., Ltd.
Business Description of the Subject CompanyCreating the future with AI 1. Store customer acquisition DX SaaS business 2. Real estate DX SaaS business 3. Web marketing business 4. Internet media business 5. Payment services business 6. AI- and SaaS-related businesses, including the above 7. Other internet customer acquisition businesses, SaaS business Internet media business Development business
Location of the Subject Company26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo, Shinjuku East Square Building, 2-16-6 Shinjuku, Shinjuku-ku, Tokyo
Capital Stock of the Subject Company¥100 million, ¥100 million
Date of Establishment of the Subject Company4 December 2006, 13 September 2005
Type of ConsiderationNo consideration (no new shares or other assets will be issued or allocated)
Merger ratio/share exchange rationot disclosed (no issuance of new shares or allocation of other assets)
Voting rights ownership percentageBefore GMO TECH: 100%; GMOデザインワン: 100% (after not disclosed)
Impact on Business PerformanceThe impact on results for the fiscal year ending December 2026 is expected to be minor. The outlook for results for the fiscal year ending December 2027 is scheduled to be disclosed when the Company announces its results for the fiscal year ending December 2026, scheduled for February 2027, taking the impact of the merger into account.
Date of board resolution24 September 2026
Contract DateMid-November 2026 (scheduled)
Execution Date / Effective Date1 January 2027 (scheduled)
Management structure after acquisitionThe corporate name will be GMO TECH Co., Ltd. The registered office will be 26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo. The planned representative director and president is Osawa Kento (大澤 健人), the planned chairperson of the board is Suzuki Akito (鈴木明人), the planned deputy president and director is Suzuki Ryoichi (鈴木亮一), and the planned corporate auditor is Tanaka Makoto (田中誠). On the effective date, Osawa Kento (大澤健人) will become representative director and president, and Suzuki Ryoichi (鈴木亮一) is scheduled to become deputy president and director without representative authority. Employee treatment: not disclosed
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 will further advance the business collaboration and the integration of regulations, systems and information systems undertaken since the management integration in October 2025, and will make the two companies a single organisation to accelerate decision-making and improve management efficiency. The Company explains that this will enhance the competitiveness of the consolidated corporate group and contribute to achieving the targets of its medium-term management plan.

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Notice Regarding a Merger Between Wholly Owned Subsidiaries | GMO TECH Holdings,Inc. (415A) timely disclosure | Komori