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Statutory disclosure document5269NIPPON CONCRETE INDUSTRIES CO.,LTD.Construction and Materials

Statutory Prior Disclosure Document (Merger) (NC Management Service Co., Ltd.)

NIPPON CONCRETE INDUSTRIES CO.,LTD. has entered into an agreement to absorb NCマネジメントサービス株式会社, its wholly owned subsidiary. The merger is scheduled to take effect on 1 October 2026, and no merger consideration, including parent company shares, will be delivered.

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Decision and Details

An absorption-type merger under which NIPPON CONCRETE INDUSTRIES CO.,LTD. will be the surviving company and NCマネジメントサービス株式会社 will be the disappearing company

Decision22 May 2026 (date the merger agreement was executed)
Implementation1 October 2026 (scheduled effective date)
Going forwardThe absorption-type merger is scheduled to take effect on 1 October 2026
AmountMerger consideration: none. NCマネジメントサービス株式会社's stated capital: ¥10,000,000; borrowings outstanding at fiscal year-end: ¥1,205,810,000; total assets: ¥1,298,984,669; net assets: ¥93,086,189 (as at 31 March 2026)
Quantity / scale20,000 issued shares of NCマネジメントサービス株式会社; NIPPON CONCRETE INDUSTRIES CO.,LTD.'s ownership interest: 100.00%
Reason

As NIPPON CONCRETE INDUSTRIES CO.,LTD. holds all of NCマネジメントサービス株式会社's issued shares, no merger consideration will be delivered.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger under which NIPPON CONCRETE INDUSTRIES CO.,LTD. will be the surviving company and NCマネジメントサービス株式会社 will be the disappearing company
Decision Date22 May 2026 (date the merger agreement was executed)
Implementation Date1 October 2026 (scheduled effective date)
AmountMerger consideration: none. NCマネジメントサービス株式会社's stated capital: ¥10,000,000; borrowings outstanding at fiscal year-end: ¥1,205,810,000; total assets: ¥1,298,984,669; net assets: ¥93,086,189 (as at 31 March 2026)
Quantity / scale20,000 issued shares of NCマネジメントサービス株式会社; NIPPON CONCRETE INDUSTRIES CO.,LTD.'s ownership interest: 100.00%
ReasonAs NIPPON CONCRETE INDUSTRIES CO.,LTD. holds all of NCマネジメントサービス株式会社's issued shares, no merger consideration will be delivered.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 191 of the Regulations for Enforcement of the Companies Act; Article 782, Paragraph 1 of the Companies Act; and Article 182 of the Regulations for Enforcement of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 1 October 2026
Items this document does not state (4)
Decision-Making BodyPeriod CoveredImpact on Business PerformanceRelated 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 a prior disclosure concerning an absorption-type merger under the Companies Act. The purpose and background of the merger are not stated in the document.

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Statutory Prior Disclosure Document (Merger) (NC Management Service Co., Ltd.) | NIPPON CONCRETE INDUSTRIES CO.,LTD. (5269) timely disclosure | Komori