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Statutory disclosure document4259ExaWizards Inc.Information and Communications, Services and Others

Statutory Prior Disclosure Document (Absorption-type Company Split) (株式会社ExaMD)

ExaWizards Inc. will conduct an absorption-type company split under which the rights and obligations relating to CareWiz タクスト and CareWiz BCP, among the nursing care businesses operated by ExaWizards Inc., will change from ExaWizards Inc. to its wholly owned subsidiary, ExaMD Co., Ltd. The effective date is scheduled for 1 July 2026, and no consideration will be delivered for the split.

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Decision and Details

Advance disclosure document relating to the absorption-type company split

Decision12 May 2026 (date of execution of the absorption-type company split agreement)
Implementation1 July 2026 (scheduled; effective date)
Going forwardThe absorption-type company split is scheduled to take effect on 1 July 2026. Any changes to these matters will be disclosed promptly.
AmountConsideration for the split: none; increase in the capital and capital reserves of the succeeding company: none
Quantity / scaleBusinesses involving the rights and obligations relating to CareWiz タクスト and CareWiz BCP
Reason

To transfer to the succeeding company the rights and obligations relating to the subject services among the nursing care businesses operated by the company effecting the split.

Impact on Business Performance

The company has determined that the performance of its obligations is expected to remain feasible. No specific amount of impact on financial results has been disclosed.

Other disclosuresThe company effecting the absorption-type company split is ExaWizards Inc., and the succeeding company is ExaMD Co., Ltd. The succeeding company is a wholly owned subsidiary.
Decision and Details
ItemDetails
Matter CoveredAdvance disclosure document relating to the absorption-type company split
Decision Date12 May 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 July 2026 (scheduled; effective date)
AmountConsideration for the split: none; increase in the capital and capital reserves of the succeeding company: none
Quantity / scaleBusinesses involving the rights and obligations relating to CareWiz タクスト and CareWiz BCP
Impact on Business PerformanceThe company has determined that the performance of its obligations is expected to remain feasible. No specific amount of impact on financial results has been disclosed.
ReasonTo transfer to the succeeding company the rights and obligations relating to the subject services among the nursing care businesses operated by the company effecting the split.
Governing RuleArticle 782, Paragraph 1 of the Companies Act; Article 794, Paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act
Future plansThe absorption-type company split is scheduled to take effect on 1 July 2026. Any changes to these matters will be disclosed promptly.
Other disclosuresThe company effecting the absorption-type company split is ExaWizards Inc., and the succeeding company is ExaMD Co., Ltd. The succeeding company is a wholly owned subsidiary.
Items this document does not state (3)
Decision-Making BodyPeriod 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.

The purpose is to transfer the business covered by this disclosure to ExaMD Co., Ltd. and streamline the business operating structure. It has been explained that, after the split, the assets of both companies are expected to continue to substantially exceed their liabilities, and that the split is not expected to impede the performance of their obligations.

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Statutory Prior Disclosure Document (Absorption-type Company Split) (株式会社ExaMD) | ExaWizards Inc. (4259) timely disclosure | Komori