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Statutory disclosure document6701NEC CorporationElectrical Equipment and Precision Instruments

Statutory Advance Disclosure Document (Company Split) (NEC Solution Innovators, Ltd.)

日本電気株式会社 has made an advance disclosure regarding an absorption-type company split under which it will assume the rights and obligations of its wholly owned subsidiary, NECソリューションイノベータ株式会社. No shares of 日本電気株式会社 or other property will be delivered to NECソリューションイノベータ株式会社 as consideration for the absorption-type company split.

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Decision and Details

Prior disclosure matters relating to the absorption-type company split

Decision2 February 2026 (date of execution of the absorption-type company split agreement)
Period CoveredFrom the effective date of the absorption-type company split onward
ImplementationScheduled for 1 July 2026 (effective date of the absorption-type company split)
Going forwardThe absorption-type company split is scheduled to take effect on 1 July 2026.
AmountConsideration for the absorption-type company split: none. In addition, ¥140 billion in retirement benefit trust assets to be returned, ¥52.7 billion gain on the return of retirement benefit trust assets (expected to be recorded in individual financial results for the fiscal year ending March 2026), ¥20 billion total issue amount of the 66th series of unsecured bonds, and ¥10 billion total issue amount of the 67th series of unsecured bonds
Reason

As NECソリューションイノベータ株式会社 is a wholly owned subsidiary of 日本電気株式会社, it was determined appropriate not to provide consideration for the absorption-type company split. Following the absorption-type company split, the amount of assets of 日本電気株式会社 is expected to continue to substantially exceed the amount of its liabilities.

Impact on Business Performance

A ¥52.7 billion gain on the return of retirement benefit trust assets is expected to be recorded as an extraordinary gain in individual financial results for the fiscal year ending March 2026. At present, no event is expected to impede the performance of liabilities following the absorption-type company split.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure matters relating to the absorption-type company split
Decision Date2 February 2026 (date of execution of the absorption-type company split agreement)
Implementation DateScheduled for 1 July 2026 (effective date of the absorption-type company split)
Period CoveredFrom the effective date of the absorption-type company split onward
AmountConsideration for the absorption-type company split: none. In addition, ¥140 billion in retirement benefit trust assets to be returned, ¥52.7 billion gain on the return of retirement benefit trust assets (expected to be recorded in individual financial results for the fiscal year ending March 2026), ¥20 billion total issue amount of the 66th series of unsecured bonds, and ¥10 billion total issue amount of the 67th series of unsecured bonds
Impact on Business PerformanceA ¥52.7 billion gain on the return of retirement benefit trust assets is expected to be recorded as an extraordinary gain in individual financial results for the fiscal year ending March 2026. At present, no event is expected to impede the performance of liabilities following the absorption-type company split.
ReasonAs NECソリューションイノベータ株式会社 is a wholly owned subsidiary of 日本電気株式会社, it was determined appropriate not to provide consideration for the absorption-type company split. Following the absorption-type company split, the amount of assets of 日本電気株式会社 is expected to continue to substantially exceed the amount of its liabilities.
Governing RuleCompanies Act, Article 794, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 192; Companies Act, Article 235, Paragraphs 1 and 2; and Companies Act, Article 234, Paragraph 2
Future plansThe absorption-type company split is scheduled to take effect on 1 July 2026.
Items this document does not state (3)
Decision-Making BodyQuantity / scaleRelated 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.

As NECソリューションイノベータ株式会社, the company transferring the business in the absorption-type company split, is a wholly owned subsidiary of 日本電気株式会社, it has been determined appropriate not to provide consideration. It has also been determined that the liabilities to be assumed are expected to be performed after the absorption-type company split.

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Statutory Advance Disclosure Document (Company Split) (NEC Solution Innovators, Ltd.) | NEC Corporation (6701) timely disclosure | Komori