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M&A and Subsidiary Changes6239NAGAOKA INTERNATIONAL CORPORATIONMachinery

(Progress on Previously Disclosed Matter) Notice of Completion of Acquisition of Shares in SKE Co., Ltd. (Making It a Subsidiary)

On 30 September 2026, NAGAOKA INTERNATIONAL CORPORATION completed the acquisition of shares in 株式会社SKE, making SKE a consolidated subsidiary.

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This transaction

Acquisition of shares in 株式会社SKE and its conversion into a subsidiary
Disclosing companyNAGAOKA INTERNATIONAL CORPORATION
株式会社SKEVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date30 September 2026 (completed)
Target company

Construction, sale and leasing of water treatment facilities and water supply and drainage facilities, well-drilling and related construction, and sale of related materials

Location Chikushino, Fukuoka PrefectureShare capital ¥17 millionDate of incorporation 5 November 1985
Consideration and expenses
Type of ConsiderationWhether the consideration consisted of cash, shares or a combination: not disclosed
Impact on Business Performance

The impact on consolidated financial results for the fiscal year ending June 2027 is currently under review. The company states that it will promptly disclose any matters that should be disclosed in the future.

Procedures and assumptions
Conditions Precedent to ExecutionAll conditions for completion of the transaction had been satisfied
Management structure after acquisitionSKE became a consolidated subsidiary of the company. SKE's representative director and president is Umetsu Yasuhisa (梅津泰久). The treatment of employees and any change to the corporate name are not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares in 株式会社SKE and its conversion into a subsidiary
Name of the Subject Company株式会社SKE
Business Description of the Subject CompanyConstruction, sale and leasing of water treatment facilities and water supply and drainage facilities, well-drilling and related construction, and sale of related materials
Location of the Subject CompanyChikushino, Fukuoka Prefecture
Capital Stock of the Subject Company¥17 million
Date of Establishment of the Subject Company5 November 1985
Type of ConsiderationWhether the consideration consisted of cash, shares or a combination: not disclosed
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on consolidated financial results for the fiscal year ending June 2027 is currently under review. The company states that it will promptly disclose any matters that should be disclosed in the future.
Execution Date / Effective Date30 September 2026 (completed)
Conditions Precedent to ExecutionAll conditions for completion of the transaction had been satisfied
Management structure after acquisitionSKE became a consolidated subsidiary of the company. SKE's representative director and president is Umetsu Yasuhisa (梅津泰久). The treatment of employees and any change to the corporate name are not disclosed
Items this document does not state (20)
Counterparty nameNet 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 priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial Committee

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 transaction was completed as scheduled because all conditions required to execute the acquisition had been satisfied. The impact on financial results is currently under review.

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(Progress on Previously Disclosed Matter) Notice of Completion of Acquisition of Shares in SKE Co., Ltd. (Making It a Subsidiary) | NAGAOKA INTERNATIONAL CORPORATION (6239) timely disclosure | Komori