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M&A and Subsidiary Changes5727東邦チタニウムIron & Steel, Nonferrous Metals

Notice Regarding Shareholder Meeting Approval of the Share Exchange Agreement and Partial Amendments to the Articles of Incorporation

The proposals concerning the share exchange agreement and amendments to the Articles of Incorporation were approved and passed at the shareholders’ meeting, advancing the procedures for implementing the share exchange. The share exchange is scheduled to be carried out on 1 June 2026, and the Company’s shares are scheduled to be delisted on 28 May of the same year.

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This transaction

Name of transaction
CounterpartyJX Advanced Metals Corporation
Disclosing company東邦チタニウム
東邦チタニウム株式会社Subject of this transaction
Execution Date / Effective DateMonday, 1 June 2026 (scheduled)
Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval of the share exchange agreement and the partial amendments to the Articles of Incorporation
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameJX Advanced Metals Corporation
Name of the Subject Company東邦チタニウム株式会社
Execution Date / Effective DateMonday, 1 June 2026 (scheduled)
Conditions Precedent to ExecutionShareholder approval of the share exchange agreement and the partial amendments to the Articles of Incorporation
Items this document does not state (27)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet 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 acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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 proposals submitted to today’s extraordinary shareholders’ meeting for approval of the share exchange agreement and partial amendments to the Articles of Incorporation were both approved and passed as originally proposed.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Shareholder Meeting Approval of the Share Exchange Agreement and Partial Amendments to the Articles of Incorporation | 東邦チタニウム (5727) timely disclosure | Komori