Decision and Details
Extraordinary general meeting of shareholders of 株式会社メタルクリエイション (approval of the share exchange agreement); 日本創発グループ (omission of shareholder approval pursuant to the main clause of Article 796, Paragraph 2 of the Companies Act)Share exchange between 日本創発グループ and 株式会社メタルクリエイション
To disclose the post-closing matters specified in Article 791, Paragraph 1, Item 2 and Article 801, Paragraph 3, Item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act
| Item | Details |
|---|---|
| Matter Covered | Share exchange between 日本創発グループ and 株式会社メタルクリエイション |
| Decision-Making Body | Extraordinary general meeting of shareholders of 株式会社メタルクリエイション (approval of the share exchange agreement); 日本創発グループ (omission of shareholder approval pursuant to the main clause of Article 796, Paragraph 2 of the Companies Act) |
| Decision Date | 26 September 2026 (resolution of the extraordinary general meeting of shareholders of 株式会社メタルクリエイション); 17 August 2026 (execution of the share exchange agreement) |
| Implementation Date | 2 October 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in capital reserve: the minimum amount required to be increased under applicable laws; increase in retained earnings reserve: ¥0 |
| Quantity / scale | 株式会社メタルクリエイション shares transferred: 492; 日本創発グループ common shares delivered: 836,400; exchange ratio: 1,700 日本創発グループ common shares for each 株式会社メタルクリエイション common share; shareholders who exercised appraisal rights: none; shareholders who submitted notices of dissent: none |
| Reason | To disclose the post-closing matters specified in Article 791, Paragraph 1, Item 2 and Article 801, Paragraph 3, Item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act |
| Governing Rule | Article 783, Paragraph 1; Article 784-2; Article 785; Article 787; Article 789; Article 795, Paragraph 1; Article 796, Paragraphs 2 and 3; Article 796-2; Article 797; Article 799; Article 801, Paragraph 3, Item 3 of the Companies Act; and Article 190 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | Share exchange agreement dated 17 August 2026 |
Items this document does not state (3)
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.To provide post-closing disclosure, pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act, of the effective date of the share exchange, the progress of various procedures, the number of shares transferred and other material matters.