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

Statutory Advance Disclosure Documents (Absorption-Type Company Split) (株式会社インフォネット, Company Established to Prepare for the Split)

株式会社インフォネット has entered into an agreement for an absorption-type company split under which all businesses other than its group management business will be transferred to the company established to prepare for the split. On the effective date, the company established to prepare for the split is scheduled to issue 9,000 new shares and allot them to 株式会社インフォネット.

Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
9000
New shares (common shares)
Wording
Conditional
How definitive the wording is.

Decision and Details

Prior disclosure matters relating to the absorption-type company split

Decision15 May 2026 (date of execution of the absorption-type company split agreement)
Implementation1 October 2026 (scheduled; effective date)
Going forwardApproval of the absorption-type company split agreement by a shareholders meeting and other necessary approvals will be obtained by the day before the effective date. Creditor protection procedures and other procedures will be carried out, and the absorption-type company split is scheduled to take effect on 1 October 2026. If any changes occur after the start date of the advance disclosure, they will be disclosed immediately.
AmountIncrease in stated capital: ¥90 million; increase in capital reserve: ¥25 million; stated capital at the establishment of the company established to prepare for the split: ¥10 million
Quantity / scale9,000 common shares to be newly issued and allotted. All businesses other than the group management business, together with the related assets, liabilities, contractual positions, employees and transferable licenses and permits, will be transferred.
Reason

The purpose is to transition to a holding company structure. The number of shares to be allotted and the amounts of stated capital and capital reserve have been determined to be appropriate in light of the discussions between the parties, the nature of the businesses and the assets and liabilities to be transferred.

Impact on Business Performance

No circumstances are expected that would hinder the performance of obligations, and it has been determined that both companies are expected to perform their obligations after the split. The amount of the impact on financial results is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure matters relating to the absorption-type company split
Decision Date15 May 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 October 2026 (scheduled; effective date)
AmountIncrease in stated capital: ¥90 million; increase in capital reserve: ¥25 million; stated capital at the establishment of the company established to prepare for the split: ¥10 million
Quantity / scale9,000 common shares to be newly issued and allotted. All businesses other than the group management business, together with the related assets, liabilities, contractual positions, employees and transferable licenses and permits, will be transferred.
Impact on Business PerformanceNo circumstances are expected that would hinder the performance of obligations, and it has been determined that both companies are expected to perform their obligations after the split. The amount of the impact on financial results is Not disclosed.
ReasonThe purpose is to transition to a holding company structure. The number of shares to be allotted and the amounts of stated capital and capital reserve have been determined to be appropriate in light of the discussions between the parties, the nature of the businesses and the assets and liabilities to be transferred.
Governing RuleArticle 782, paragraph 1; Article 794, paragraph 1; Article 165, paragraph 3; and Article 156 of the Companies Act; and Articles 183 and 192 of the Ordinance for Enforcement of the Companies Act
Related previous disclosuresResolution of the Board of Directors meeting held on 13 November 2025 (disclosure concerning the acquisition of treasury shares)
Future plansApproval of the absorption-type company split agreement by a shareholders meeting and other necessary approvals will be obtained by the day before the effective date. Creditor protection procedures and other procedures will be carried out, and the absorption-type company split is scheduled to take effect on 1 October 2026. If any changes occur after the start date of the advance disclosure, they will be disclosed immediately.
Items this document does not state (2)
Decision-Making BodyPeriod Covered

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 transition to a holding company structure.

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Statutory Advance Disclosure Documents (Absorption-Type Company Split) (株式会社インフォネット, Company Established to Prepare for the Split) | INFONET GROUP inc. (4444) timely disclosure | Komori