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M&A and Subsidiary Changes6222SHIMA SEIKI MFG.,LTD.Machinery

Notice Concerning the Transfer of Shares in South Terrace Co., Ltd., an Unconsolidated Subsidiary

島精機製作所 has entered into an agreement to transfer all 1,600 shares of its unconsolidated subsidiary サウステラス to バイロンホールディングス. It will no longer hold any shares in the company after the transfer, which is scheduled for 3 August 2026.

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38Recurring
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Direction
Neutral
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Scale
100
% (all issued shares)
Wording
Definitive
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This transaction

Share Transfers
Counterpartyバイロンホールディングス株式会社
Disclosing companySHIMA SEIKI MFG.,LTD.
株式会社サウステラスVoting rights ownership percentageNumber of shares acquired 1,600 shares (number of voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date3 August 2026 (scheduled transfer date)
Target company

Planning and operation of lodging and food-service facilities

Location Shirahama Town, Nishimuro District, Wakayama PrefectureShare capital ¥80 millionDate of incorporation 22 January 2010
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations.
Impact on Business Performance

The consolidated earnings forecast for the fiscal year ending March 2027 already includes the effects and other impacts associated with this transaction, and there is no change to the earnings forecast.

This transaction
ItemDetails
Transaction nameShare Transfers
Counterparty nameバイロンホールディングス株式会社
Name of the Subject Company株式会社サウステラス
Business Description of the Subject CompanyPlanning and operation of lodging and food-service facilities
Location of the Subject CompanyShirahama Town, Nishimuro District, Wakayama Prefecture
Capital Stock of the Subject Company¥80 million
Date of Establishment of the Subject Company22 January 2010
Acquisition priceNot disclosed due to confidentiality obligations.
Number of shares acquired1,600 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe consolidated earnings forecast for the fiscal year ending March 2027 already includes the effects and other impacts associated with this transaction, and there is no change to the earnings forecast.
Execution Date / Effective Date3 August 2026 (scheduled transfer date)
Items this document does not state (20)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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.

As part of the effort to focus on selected businesses through a review of the business portfolio under the medium-term management plan, it was determined that transferring the business to バイロンホールディングス, which has extensive experience and expertise in the hotel and lodging industry, would be optimal for the further development of the サウステラス business.

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Notice Concerning the Transfer of Shares in South Terrace Co., Ltd., an Unconsolidated Subsidiary | SHIMA SEIKI MFG.,LTD. (6222) timely disclosure | Komori