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M&A and Subsidiary Changes4275Carlit Co.,Ltd.Materials and Chemicals

Notice Regarding the Change in Consolidated Subsidiaries (Transfer of Shares)

We have decided to transfer all shares of 南澤建設株式会社, which is wholly owned by us, to ホクブ株式会社. Following completion of the transfer, 南澤建設株式会社 is expected to be excluded from the scope of consolidation.

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This transaction

This share transfer
Counterpartyホクブ株式会社
Disclosing companyCarlit Co.,Ltd.
南澤建設株式会社Subject of this transactionNumber of shares acquired All shares (100% held by us); number of voting rights: Not disclosedVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Building construction, design, construction work, civil engineering and other related businesses

Location 渋川 City, Gunma PrefectureShare capital ¥60,000,000Date of incorporation 19 October 1962
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is currently expected to be minor.

This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameホクブ株式会社
Name of the Subject Company南澤建設株式会社
Business Description of the Subject CompanyBuilding construction, design, construction work, civil engineering and other related businesses
Location of the Subject Company渋川 City, Gunma Prefecture
Capital Stock of the Subject Company¥60,000,000
Date of Establishment of the Subject Company19 October 1962
Number of shares acquiredAll shares (100% held by us); number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is currently expected to be minor.
Date of board resolution9 June 2026
Contract Date9 June 2026
Execution Date / Effective Date30 June 2026
Items this document does not state (19)
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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

Following a review of the optimal allocation of management resources and our business portfolio, we determined that transferring all shares would contribute to enhancing the corporate value of our Group and the growth of 南澤建設株式会社.

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Notice Regarding the Change in Consolidated Subsidiaries (Transfer of Shares) | Carlit Co.,Ltd. (4275) timely disclosure | Komori