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M&A and Subsidiary Changes7912Dai Nippon Printing Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified Merger)

Dai Nippon Printing will absorb DNP Digital Solutions Co., Ltd., its wholly owned subsidiary, and the subsidiary will be dissolved. The business divisions and systems development and operations divisions will be integrated, with the merger scheduled to take effect on 1 April 2027.

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This transaction

This merger
Counterparty (target company)DNP Digital Solutions Co., Ltd.
Disclosing companyDai Nippon Printing Co.,Ltd.
Subject of this transactionVoting rights ownership percentage Before 100.00% → after Not applicable (DNP Digital Solutions will be dissolved as a result of the merger)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Planning, development and operation of ICT services

Location Shinjuku-ku, TokyoShare capital ¥100 million (as of 9 October 2026)Date of incorporation 15 February 2017
Net Sales¥15,999 million (fiscal year ending March 2026, standalone)
Operating profit¥2,627 million (fiscal year ending March 2026, standalone)
Net income for the current fiscal year¥1,856 million (fiscal year ending March 2026, standalone)
Net assets¥10,045 million (fiscal year ending March 2026, standalone)
Consideration and expenses
Acquisition priceNot applicable (no shares will be issued and no cash or other assets will be delivered in connection with the merger)
Type of ConsiderationNo consideration (no shares will be issued and no cash or other assets will be delivered in connection with the merger)
Impact on Business Performance

The impact on our consolidated results will be immaterial

Procedures and assumptions
Management structure after acquisitionThere will be no changes to the Company's corporate name, head office location, representative's title or name, business activities, capital or fiscal year-end as a result of the merger. DNP Digital Solutions will be dissolved. Treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameDNP Digital Solutions Co., Ltd.
Name of the Subject CompanyDNP Digital Solutions Co., Ltd.
Business Description of the Subject CompanyPlanning, development and operation of ICT services
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥100 million (as of 9 October 2026)
Date of Establishment of the Subject Company15 February 2017
Net Sales of the Subject Company¥15,999 million (fiscal year ending March 2026, standalone)
Operating Profit of the Subject Company¥2,627 million (fiscal year ending March 2026, standalone)
Net Income of the Subject Company¥1,856 million (fiscal year ending March 2026, standalone)
Net Assets of the Subject Company¥10,045 million (fiscal year ending March 2026, standalone)
Acquisition priceNot applicable (no shares will be issued and no cash or other assets will be delivered in connection with the merger)
Type of ConsiderationNo consideration (no shares will be issued and no cash or other assets will be delivered in connection with the merger)
Voting rights ownership percentageBefore 100.00% → after Not applicable (DNP Digital Solutions will be dissolved as a result of the merger)
Impact on Business PerformanceThe impact on our consolidated results will be immaterial
Date of board resolution9 October 2026
Contract Date18 February 2027 (scheduled)
Execution Date / Effective Date1 April 2027 (予定)
Management structure after acquisitionThere will be no changes to the Company's corporate name, head office location, representative's title or name, business activities, capital or fiscal year-end as a result of the merger. DNP Digital Solutions will be dissolved. Treatment of employees: Not disclosed
Items this document does not state (13)
Expenses 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)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To enhance the value provided to customers and business competitiveness by integrating the business divisions with the systems development and operations divisions, aligning business strategy more closely with digital technology, accelerating decision-making, optimally allocating human resources, technology and know-how, and transforming development and operations processes through the use of AI.

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Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified Merger) | Dai Nippon Printing Co.,Ltd. (7912) timely disclosure | Komori