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Statutory disclosure document4935LIBERTA CO.,LTD.Materials and Chemicals

Statutory Prior Disclosure Documents (Merger) (株式会社アフラ)

LIBERTA CO.,LTD. and its wholly owned subsidiary, 株式会社アフラ, announced in advance that they will conduct an absorption-type merger without consideration. The effective date is scheduled for 1 December 2026. 株式会社アフラ will be dissolved, and LIBERTA CO.,LTD.'s stated capital and capital reserves are not expected to increase.

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Decision and Details

Pre-merger document concerning the absorption-type merger

Decision15 September 2026 (date of execution of the merger agreement)
Implementation1 December 2026 (effective date, scheduled)
Going forwardThe absorption-type merger is scheduled to take effect on 1 December 2026.
AmountMerger consideration: none; increase in the stated capital and reserves of the surviving company: none
Quantity / scale株式会社アフラ: 240 issued shares; LIBERTA CO.,LTD.: 240 shares held, representing a 100% ownership interest
Reason

Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary

Impact on Business Performance

Following the effective date of the absorption-type merger, the surviving company is expected to have assets exceeding its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated.

Decision and Details
ItemDetails
Matter CoveredPre-merger document concerning the absorption-type merger
Decision Date15 September 2026 (date of execution of the merger agreement)
Implementation Date1 December 2026 (effective date, scheduled)
AmountMerger consideration: none; increase in the stated capital and reserves of the surviving company: none
Quantity / scale株式会社アフラ: 240 issued shares; LIBERTA CO.,LTD.: 240 shares held, representing a 100% ownership interest
Impact on Business PerformanceFollowing the effective date of the absorption-type merger, the surviving company is expected to have assets exceeding its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated.
ReasonBecause this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 191 of the Regulation for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; and Article 784, Paragraph 1 of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 1 December 2026.
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.

This is advance disclosure of an absorption-type merger pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act, and is a no-consideration merger between a wholly owned parent company and its subsidiary.

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Statutory Prior Disclosure Documents (Merger) (株式会社アフラ) | LIBERTA CO.,LTD. (4935) timely disclosure | Komori