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Occurring Fact4240CLUSTER TECHNOLOGY CO.,LTD.Materials and Chemicals

Notice concerning the execution of a capital and business alliance agreement with SEIKO EPSON CORPORATION, the issuance of new shares through a third-party allotment, and the anticipated change in the major shareholder and largest shareholder among the major shareholders

The Company has entered into a capital and business alliance agreement with SEIKO EPSON CORPORATION and decided to issue 996,677 common shares to the company through a third-party allotment. Upon completion of the payment, SEIKO EPSON CORPORATION is expected to become a major shareholder and the largest shareholder among the major shareholders.

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Execution of a capital and business alliance agreement with SEIKO EPSON CORPORATION, issuance of new shares through a third-party allotment, and anticipated change in the major shareholder and largest shareholder among the major shareholders

Subject Entity

CLUSTER TECHNOLOGY CO.,LTD.

Target Locations / Products

Factories (subject to expansion and renovation, production facility enhancement, factory building expansion and environmental improvement work), components for SEIKO EPSON CORPORATION products, components related to inkjet print heads, high-performance components, and next-generation materials

Occurrence9 October 2026 (date of the Board of Directors' resolution and execution of the business alliance agreement)
This disclosure10/09/2026
Cause

To improve financial soundness, implement growth investments going forward, promote medium- to long-term collaboration and joint development with SEIKO EPSON CORPORATION, and expand production volumes and sales channels

Amount of Impact on Business Performance

Undetermined (impact on the Company's results for the fiscal year ending March 2027 as of the present time)

Impact on Earnings Forecast

The impact on the Company's results for the fiscal year ending March 2027 is undetermined as of the present time. If any matter requiring disclosure arises, the Company will promptly announce it.

Change in voting rights ownership ratio

The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.

Voting rights ownership percentage before the change

— (as of 31 March 2026)

Voting rights ownership percentage after the change

9,966 voting rights, 996,677 shares, 14.91%, No. 1 (scheduled for 27 October 2026)

Related procedures

Type

Third-party allotment capital increase procedure subject to the filing and effectiveness of a securities registration statement

Court or authority

Kinki Local Finance Bureau

Outlook

Subject to the effectiveness of the securities registration statement filed with the Kinki Local Finance Bureau, the Company plans to enter into an agreement for subscription of all shares and complete the third-party allotment capital increase upon receipt of payment on 27 October 2026. The funds are expected to be allocated to the expansion and renovation of factories, enhancement of production facilities, expansion and environmental improvement of factory buildings, and the advancement of joint development projects.

Planned follow-up disclosure

If any matter requiring disclosure arises, the Company will promptly announce it.

Event that occurred
ItemDetails
Event nameExecution of a capital and business alliance agreement with SEIKO EPSON CORPORATION, issuance of new shares through a third-party allotment, and anticipated change in the major shareholder and largest shareholder among the major shareholders
Date of occurrence9 October 2026 (date of the Board of Directors' resolution and execution of the business alliance agreement)
Subject EntityCLUSTER TECHNOLOGY CO.,LTD.
Target Locations / ProductsFactories (subject to expansion and renovation, production facility enhancement, factory building expansion and environmental improvement work), components for SEIKO EPSON CORPORATION products, components related to inkjet print heads, high-performance components, and next-generation materials
CauseTo improve financial soundness, implement growth investments going forward, promote medium- to long-term collaboration and joint development with SEIKO EPSON CORPORATION, and expand production volumes and sales channels
Amount of Impact on Business PerformanceUndetermined (impact on the Company's results for the fiscal year ending March 2027 as of the present time)
Impact on Earnings ForecastThe impact on the Company's results for the fiscal year ending March 2027 is undetermined as of the present time. If any matter requiring disclosure arises, the Company will promptly announce it.
Type of litigation or proceedingThird-party allotment capital increase procedure subject to the filing and effectiveness of a securities registration statement
Court or authorityKinki Local Finance Bureau
Voting rights ownership percentage before the change— (as of 31 March 2026)
Voting rights ownership percentage after the change9,966 voting rights, 996,677 shares, 14.91%, No. 1 (scheduled for 27 October 2026)
OutlookSubject to the effectiveness of the securities registration statement filed with the Kinki Local Finance Bureau, the Company plans to enter into an agreement for subscription of all shares and complete the third-party allotment capital increase upon receipt of payment on 27 October 2026. The funds are expected to be allocated to the expansion and renovation of factories, enhancement of production facilities, expansion and environmental improvement of factory buildings, and the advancement of joint development projects.
Planned follow-up disclosureIf any matter requiring disclosure arises, the Company will promptly announce it.
Items this document does not state (12)
Date recognized / date notice receivedAccounting period in which recognizedPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liability

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.

To strengthen the financial foundation, pursue growth investments including the expansion and renovation of factories, enhancement of production facilities and joint development, and improve corporate value over the medium to long term through long-term collaboration and joint development with SEIKO EPSON CORPORATION, as well as expanded production volumes and sales channels.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice concerning the execution of a capital and business alliance agreement with SEIKO EPSON CORPORATION, the issuance of new shares through a third-party allotment, and the anticipated change in the major shareholder and largest shareholder among the major shareholders | CLUSTER TECHNOLOGY CO.,LTD. (4240) timely disclosure | Komori