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Statutory disclosure document4444INFONET GROUP inc.Information and Communications, Services and Others

Statutory Pre-Merger Disclosure Document (Merger) (株式会社撮影ティブ)

INFONET inc. has decided to absorb 株式会社撮影ティブ in a merger, with the merger taking effect on 1 July 2026. As the two companies are in a wholly owned parent-subsidiary relationship, no shares, cash or other consideration will be delivered for the merger.

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Decision and Details

Board of Directors of INFONET inc.; Board of Directors of 株式会社撮影ティブ

Absorption-type merger with 1 July 2026 as the effective date

DecisionINFONET inc.: 14 April 2026; 株式会社撮影ティブ: 31 March 2026
Implementation1 July 2026 (scheduled; effective date)
Going forwardThe merger is scheduled to take effect on 1 July 2026. If any changes arise to the disclosed information after the start date of the prior disclosure period, the revised information will be disclosed immediately.
AmountMerger consideration: no shares, cash or other consideration will be delivered; total assets of 株式会社撮影ティブ: ¥24,572,178; total liabilities: ¥15,848,970; total net assets: ¥8,723,208; net sales: ¥41,757,969; net income: ¥5,191,249
Quantity / scaleShares issued by 株式会社撮影ティブ: 200 shares
Reason

Because the two companies are in a wholly owned parent-subsidiary relationship.

Impact on Business Performance

With respect to the earnings and cash flow of the surviving company after the merger, no situation that would hinder the performance of its obligations is currently anticipated.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type merger with 1 July 2026 as the effective date
Decision-Making BodyBoard of Directors of INFONET inc.; Board of Directors of 株式会社撮影ティブ
Decision DateINFONET inc.: 14 April 2026; 株式会社撮影ティブ: 31 March 2026
Implementation Date1 July 2026 (scheduled; effective date)
AmountMerger consideration: no shares, cash or other consideration will be delivered; total assets of 株式会社撮影ティブ: ¥24,572,178; total liabilities: ¥15,848,970; total net assets: ¥8,723,208; net sales: ¥41,757,969; net income: ¥5,191,249
Quantity / scaleShares issued by 株式会社撮影ティブ: 200 shares
Impact on Business PerformanceWith respect to the earnings and cash flow of the surviving company after the merger, no situation that would hinder the performance of its obligations is currently anticipated.
ReasonBecause the two companies are in a wholly owned parent-subsidiary relationship.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 191 of the Regulations for Enforcement of the Companies Act; Article 782, Paragraph 1 of the Companies Act; and Article 182 of the Regulations for Enforcement of the Companies Act
Future plansThe merger is scheduled to take effect on 1 July 2026. If any changes arise to the disclosed information after the start date of the prior disclosure period, the revised information will be disclosed immediately.
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 surviving company and the disappearing company in the absorption-type merger are in a wholly owned parent-subsidiary relationship, no shares, cash or other consideration will be delivered. It is also stated that, after the merger, the surviving company's assets will continue to substantially exceed its liabilities, and no situation that would hinder the performance of its obligations is currently anticipated.

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Statutory Pre-Merger Disclosure Document (Merger) (株式会社撮影ティブ) | INFONET GROUP inc. (4444) timely disclosure | Komori