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Statutory disclosure document8219AOYAMA TRADING Co.,Ltd.Retail

Statutory Pre-Transaction Disclosure Document (Company Split) (株式会社カスタムライフ)

Aoyama Trading will inherit, through an absorption-type company split, the contractual status, rights and obligations relating to the lease agreement for the head office from its wholly owned subsidiary, 株式会社カスタムライフ. The effective date is 30 September 2026, and no shares or cash consideration will be delivered.

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Decision and Details

Inheritance, through an absorption-type company split, of the status under the lease agreement relating to the head office and all related rights and obligations

Decision10 August 2026 (date of execution of the absorption-type company split agreement)
Implementation30 September 2026 (scheduled effective date)
Going forwardThe absorption-type company split is scheduled to become effective on 30 September 2026. The effective date may be changed following consultation between the parties,甲 and 乙, due to procedural requirements or other reasons.
AmountNo shares or other monetary consideration will be delivered; assets of the successor company: ¥215,718 million; liabilities: ¥67,569 million (as of 31 March 2026)
Quantity / scaleThe lease agreement for the office premises dated 17 October 2017 relating to the head office (2-15-9 Uchikanda, Chiyoda-ku, Tokyo), together with all ancillary agreements and other related matters
Reason

This is a reorganization within a wholly controlled relationship with a wholly owned subsidiary, and no substantive change will arise in the shareholder composition.

Impact on Business Performance

No assets or liabilities will be inherited through this absorption-type company split, and it has been determined that there is no issue regarding the successor company's ability to perform its obligations.

Decision and Details
ItemDetails
Matter CoveredInheritance, through an absorption-type company split, of the status under the lease agreement relating to the head office and all related rights and obligations
Decision Date10 August 2026 (date of execution of the absorption-type company split agreement)
Implementation Date30 September 2026 (scheduled effective date)
AmountNo shares or other monetary consideration will be delivered; assets of the successor company: ¥215,718 million; liabilities: ¥67,569 million (as of 31 March 2026)
Quantity / scaleThe lease agreement for the office premises dated 17 October 2017 relating to the head office (2-15-9 Uchikanda, Chiyoda-ku, Tokyo), together with all ancillary agreements and other related matters
Impact on Business PerformanceNo assets or liabilities will be inherited through this absorption-type company split, and it has been determined that there is no issue regarding the successor company's ability to perform its obligations.
ReasonThis is a reorganization within a wholly controlled relationship with a wholly owned subsidiary, and no substantive change will arise in the shareholder composition.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; Article 758, Items 4, 5, 6 and 8 of the Companies Act; Article 784, Paragraph 1 of the Companies Act; and Article 796, Paragraph 2 of the Companies Act
Future plansThe absorption-type company split is scheduled to become effective on 30 September 2026. The effective date may be changed following consultation between the parties,甲 and 乙, due to procedural requirements or other reasons.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated 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.

Because 株式会社カスタムライフ is a wholly owned subsidiary of Aoyama Trading and this is a reorganization within a wholly controlled relationship, it has been determined appropriate not to allocate shares or other monetary consideration.

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Statutory Pre-Transaction Disclosure Document (Company Split) (株式会社カスタムライフ) | AOYAMA TRADING Co.,Ltd. (8219) timely disclosure | Komori