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Statutory disclosure document4169ENECHANGE Ltd.Information and Communications, Services and Others

Statutory Advance Disclosure Documents (Absorption-Type Company Split) (ENECHNAGE Customer Service Co., Ltd.)

ENECHANGE株式会社 will carry out an absorption-type company split under which part of the rights and obligations relating to its offline-channel business within its residential electricity switching business will be transferred to its subsidiary, ENECHANGEカスタマーサービス株式会社. The effective date will be 1 December 2026.

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Decision and Details

ENECHANGE株式会社 and ENECHANGEカスタマーサービス株式会社 (entered into an absorption-type company split agreement dated 28 September 2026)

Absorption-type company split involving the offline-channel business within the residential electricity switching business

Decision28 September 2026 (date of execution of the absorption-type company split agreement)
Implementation1 December 2026 (scheduled effective date)
Going forwardThe absorption-type company split is scheduled to take effect on 1 December 2026.
AmountConsideration for the split: none; successor company's stated capital: ¥1; successor company's net assets: ¥1; total acquisition price for treasury shares: ¥999,970,800 (excluding brokerage fees)
Quantity / scaleAssets and liabilities transferred: part of the rights and obligations held by the splitting company; treasury shares acquired: 3,245,700 shares; 株式会社ダーウィン: all issued shares
Reason

As the splitting company owns all of the issued shares of the successor company, it has determined that it is appropriate not to deliver any consideration for the split. No circumstances that would hinder the performance of obligations are currently expected after the absorption-type company split.

Impact on Business Performance

It has been determined that there is no expected issue with the splitting company's or the successor company's ability to meet its obligations after the absorption-type company split. The impact on results is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type company split involving the offline-channel business within the residential electricity switching business
Decision-Making BodyENECHANGE株式会社 and ENECHANGEカスタマーサービス株式会社 (entered into an absorption-type company split agreement dated 28 September 2026)
Decision Date28 September 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 December 2026 (scheduled effective date)
AmountConsideration for the split: none; successor company's stated capital: ¥1; successor company's net assets: ¥1; total acquisition price for treasury shares: ¥999,970,800 (excluding brokerage fees)
Quantity / scaleAssets and liabilities transferred: part of the rights and obligations held by the splitting company; treasury shares acquired: 3,245,700 shares; 株式会社ダーウィン: all issued shares
Impact on Business PerformanceIt has been determined that there is no expected issue with the splitting company's or the successor company's ability to meet its obligations after the absorption-type company split. The impact on results is Not disclosed.
ReasonAs the splitting company owns all of the issued shares of the successor company, it has determined that it is appropriate not to deliver any consideration for the split. No circumstances that would hinder the performance of obligations are currently expected after the absorption-type company split.
Governing RuleCompanies Act, Article 782, paragraph 1, and Article 794, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 183 and Article 192
Future plansThe absorption-type company split is scheduled to take effect on 1 December 2026.
Items this document does not state (2)
Period CoveredRelated 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.

As the splitting company owns all of the issued shares of the successor company, it has determined that it is appropriate not to deliver any consideration for the split. It also expects no issues with either company's ability to meet its obligations after the absorption-type company split.

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Statutory Advance Disclosure Documents (Absorption-Type Company Split) (ENECHNAGE Customer Service Co., Ltd.) | ENECHANGE Ltd. (4169) timely disclosure | Komori