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M&A and Subsidiary Changes6862MINATO HOLDINGS INC.Electrical Equipment and Precision Instruments

(Progress Update on Disclosure Matter) Notice of Completion of Merger Between Wholly Owned Subsidiaries

The merger in which our consolidated subsidiary JJS absorbed its subsidiary RIV was completed on 1 April 2026. JJS is the surviving company following the merger, and the two companies' management resources will be operated as an integrated whole.

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This transaction

This merger
Counterparty日本ジョイントソリューションズ株式会社, 株式会社リバース
Disclosing companyMINATO HOLDINGS INC.
株式会社リバースVoting 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 Date1 April 2026 (merger completed)
Target company

Website and video production, and event planning and management

Location Yamaguchi, Yamaguchi Prefecture
Impact on Business Performance

The impact on our consolidated results will be immaterial

Procedures and assumptions
Management structure after acquisitionThe surviving company is 日本ジョイントソリューションズ株式会社. The Representative Director and Chairman is Wakayama Takehiko (若山健彦), the Representative Director and President is Sugiyama Toshimi (杉山敏美), and the Representative Director and Vice President is Iijima Hidenori (飯島秀典). We hold 100% of the company. Existing services and business with customers will continue, and RIV's location in Yamaguchi will also continue to be used.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name日本ジョイントソリューションズ株式会社, 株式会社リバース
Name of the Subject Company株式会社リバース
Business Description of the Subject CompanyWebsite and video production, and event planning and management
Location of the Subject CompanyYamaguchi, Yamaguchi Prefecture
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on our consolidated results will be immaterial
Execution Date / Effective Date1 April 2026 (merger completed)
Management structure after acquisitionThe surviving company is 日本ジョイントソリューションズ株式会社. The Representative Director and Chairman is Wakayama Takehiko (若山健彦), the Representative Director and President is Sugiyama Toshimi (杉山敏美), and the Representative Director and Vice President is Iijima Hidenori (飯島秀典). We hold 100% of the company. Existing services and business with customers will continue, and RIV's location in Yamaguchi will also continue to be used.
Items this document does not state (23)
Capital 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 acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 purpose is to strategically allocate human resources, including engineers and designers, improve the efficiency of administrative operations, and strengthen organizational management.

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(Progress Update on Disclosure Matter) Notice of Completion of Merger Between Wholly Owned Subsidiaries | MINATO HOLDINGS INC. (6862) timely disclosure | Komori