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M&A and Subsidiary Changes4829Nihon Enterprise Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Establishment of a Subsidiary

Nihon Enterprise Co.,Ltd. plans to establish Secure Bank Co., Ltd., a provider of cybersecurity services, on 1 April 2026 with stated capital of ¥12,750 thousand. Nihon Enterprise will provide 100% of the funding, and its officers and employees are expected to concurrently serve as officers of the new company.

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Neutral
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Scale
12750
Thousand yen (capital)
Wording
Avoiding a definitive answer
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This transaction

Subsidiary Establishment
Disclosing companyNihon Enterprise Co.,Ltd.
セキュア・バンク株式会社Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Provision of information security-related services and other activities

Location Shibuya, TokyoShare capital ¥12,750 thousand (capital reserve: ¥12,750 thousand)Date of incorporation 1 April 2026 (予定)
Impact on Business Performance

The impact of this matter on the consolidated results of our Group for the current fiscal year is expected to be minor at this time. However, we believe that expanding our DX-related business will enhance corporate value over the long term. If it becomes clear that this matter will have a material impact on results, we will promptly disclose the relevant information.

Procedures and assumptions
Management structure after acquisitionRepresentative Director: Konishi Tsuyoshi (小西 剛). Officers and employees of our company are expected to concurrently serve as officers of the subsidiary, including directors and audit & supervisory board members.
This transaction
ItemDetails
Transaction nameSubsidiary Establishment
Name of the Subject Companyセキュア・バンク株式会社
Business Description of the Subject CompanyProvision of information security-related services and other activities
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥12,750 thousand (capital reserve: ¥12,750 thousand)
Date of Establishment of the Subject Company1 April 2026 (予定)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of this matter on the consolidated results of our Group for the current fiscal year is expected to be minor at this time. However, we believe that expanding our DX-related business will enhance corporate value over the long term. If it becomes clear that this matter will have a material impact on results, we will promptly disclose the relevant information.
Date of board resolution18 March 2026
Execution Date / Effective Date1 April 2026 (予定)
Management structure after acquisitionRepresentative Director: Konishi Tsuyoshi (小西 剛). Officers and employees of our company are expected to concurrently serve as officers of the subsidiary, including directors and audit & supervisory board members.
Items this document does not state (21)
Counterparty nameNet 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 periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 cyberattacks become increasingly sophisticated and large-scale, the importance of security measures is rising. At the same time, mid-sized and small companies lack specialized personnel and budgets. By combining the technology capabilities of our Group with technologies and services from Japan and overseas, we aim to provide services that are easy to implement and highly effective.

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Notice Regarding the Establishment of a Subsidiary | Nihon Enterprise Co.,Ltd. (4829) timely disclosure | Komori