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M&A and Subsidiary Changes5110Sumitomo Rubber Industries,Ltd.Automobiles and transportation equipment

Notice Regarding the Absorption-Type Merger (Simplified Merger) of SRIロジスティクス株式会社

Sumitomo Rubber Industries will absorb its wholly owned subsidiary, SRIロジスティクス株式会社, in an absorption-type merger and dissolve the subsidiary. The companies aim to integrate their logistics functions, improve operational efficiency and accelerate decision-making.

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This transaction

This merger
Counterparty (target company)SRI ロジスティクス株式会社
Disclosing companySumitomo Rubber Industries,Ltd.
Subject of this transactionNumber of shares acquired Not applicable (the transaction does not involve the acquisition of shares)Voting rights ownership percentage Before 100% (as of 31 December 2025) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Freight forwarding business

Location Chuo-ku, Kobe, Hyogo PrefectureShare capital ¥10 millionDate of incorporation 28 February 1970
Net Sales¥3,980 million (31 December 2025)
Operating profit¥41 million (31 December 2025)
Net income for the current fiscal year¥24 million (31 December 2025)
Net assets¥172 million (31 December 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares or other consideration will be delivered)
Type of ConsiderationNo consideration (no shares or other consideration will be delivered)
Impact on Business Performance

The impact on the Company's consolidated results will be minor.

Procedures and assumptions
Management structure after acquisitionThere will be no changes to our corporate name, location, representative's title or name, business activities, capital or fiscal year-end as a result of the merger.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameSRI ロジスティクス株式会社
Name of the Subject CompanySRI ロジスティクス株式会社
Business Description of the Subject CompanyFreight forwarding business
Location of the Subject CompanyChuo-ku, Kobe, Hyogo Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company28 February 1970
Net Sales of the Subject Company¥3,980 million (31 December 2025)
Operating Profit of the Subject Company¥41 million (31 December 2025)
Net Income of the Subject Company¥24 million (31 December 2025)
Net Assets of the Subject Company¥172 million (31 December 2025)
Acquisition priceNot applicable (no shares or other consideration will be delivered)
Type of ConsiderationNo consideration (no shares or other consideration will be delivered)
Number of shares acquiredNot applicable (the transaction does not involve the acquisition of shares)
Voting rights ownership percentageBefore 100% (as of 31 December 2025) (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor.
Date of board resolution1 July 2026 (Sumitomo Rubber Industries), 2 July 2026 (SRIL)
Contract Date2 July 2026 (scheduled)
Execution Date / Effective Date1 January 2027 (scheduled)
Management structure after acquisitionThere will be no changes to our corporate name, location, representative's title or name, business activities, capital or fiscal year-end as a result of the merger.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

The merger is intended to integrate the Group's logistics functions, improve operational efficiency, accelerate decision-making and establish an optimal logistics structure across the Group.

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Notice Regarding the Absorption-Type Merger (Simplified Merger) of SRIロジスティクス株式会社 | Sumitomo Rubber Industries,Ltd. (5110) timely disclosure | Komori