Decision and Details
The boards of directors of JX Advanced Metals Corporation and Toho Titanium Co., Ltd., and the general meeting of shareholders of Toho Titanium Co., Ltd. (the document states that shareholder approval was obtained)Post-event disclosure matters relating to the share exchange
Implementation of the business integration based on the business integration agreement and share exchange agreement entered into between the two companies
| Item | Details |
|---|---|
| Matter Covered | Post-event disclosure matters relating to the share exchange |
| Decision-Making Body | The boards of directors of JX Advanced Metals Corporation and Toho Titanium Co., Ltd., and the general meeting of shareholders of Toho Titanium Co., Ltd. (the document states that shareholder approval was obtained) |
| Decision Date | 25 February 2026 (date the business integration agreement and share exchange agreement were entered into); 24 April 2026 (date approved by the general meeting of shareholders of Toho Titanium Co., Ltd.) |
| Implementation Date | 1 June 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in retained earnings reserve: ¥0; increase in capital reserve: the amount of change in shareholders’ equity, etc., as prescribed in Article 39 of the Ordinance on Company Accounting |
| Quantity / scale | Toho Titanium shares transferred: 35,314,440 shares; JX Advanced Metals common shares issued in the allocation: 24,720,108 shares; share exchange ratio: 0.70 JX Advanced Metals common shares for each Toho Titanium common share; treasury shares cancelled: 97,070 shares; JX Advanced Metals shareholder who notified the company of opposition to the share exchange: 1 person, 66,400 shares |
| Reason | Implementation of the business integration based on the business integration agreement and share exchange agreement entered into between the two companies |
| Governing Rule | Companies Act, Article 791, Paragraph 1, Item 2; Article 801, Paragraph 3, Item 3; Articles 784-2, 785, 787, 789, 796-2, 797, 799 and 783, Paragraph 1; Ordinance for Enforcement of the Companies Act, Articles 190 and 197; Act on Book-Entry Transfer of Company Bonds and Shares, Article 155, Paragraph 2 and Article 161, Paragraph 2; Ordinance on Company Accounting, Article 39 |
| Related previous disclosures | Business integration agreement and share exchange agreement dated 25 February 2026 |
Items this document does not state (3)
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 business integration of the two companies was implemented based on the business integration agreement and share exchange agreement entered into on 25 February 2026.