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M&A and Subsidiary Changes8609OKASAN SECURITIES GROUP INC.Financials (excluding banks)

Notice Regarding the Execution of a Basic Agreement for the Integration of OKASAN SECURITIES GROUP INC.'s and TOYO SECURITIES CO.,LTD.'s Hong Kong Subsidiaries: Strengthening the Provision of Products and Services by Leveraging Both Companies' Strengths

OKASAN SECURITIES GROUP INC. and TOYO SECURITIES CO.,LTD. have entered into a basic agreement aimed at integrating their respective Hong Kong subsidiaries. The companies plan to combine their respective knowledge, expertise and human resources to strengthen their Asian stock products and services and business operations.

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This transaction

Integration of Hong Kong subsidiaries
CounterpartyTOYO SECURITIES CO.,LTD.
Disclosing companyOKASAN SECURITIES GROUP INC.
Okasan International (Asia) Limited, Toyo Securities Asia LimitedSubject of this transactionVoting rights ownership percentage Before Okasan International (Asia) Limited OKASAN SECURITIES GROUP INC. 100% / Toyo Securities Asia Limited TOYO SECURITIES CO.,LTD. 100% (after not disclosed)
Contract Date29 October 2026
Target company

Securities business (participant in the Hong Kong Stock Exchange), Securities business (participant in the Hong Kong Stock Exchange)

Location Hong Kong, Central, Hong Kong, Taikoo ShingShare capital HK$180 million, HK$110 millionDate of incorporation December 1976, October 1987
Impact on Business Performance

The execution of this basic agreement is expected to have a minor impact on our consolidated results.

This transaction
ItemDetails
Transaction nameIntegration of Hong Kong subsidiaries
Counterparty nameTOYO SECURITIES CO.,LTD.
Name of the Subject CompanyOkasan International (Asia) Limited, Toyo Securities Asia Limited
Business Description of the Subject CompanySecurities business (participant in the Hong Kong Stock Exchange), Securities business (participant in the Hong Kong Stock Exchange)
Location of the Subject CompanyHong Kong, Central, Hong Kong, Taikoo Shing
Capital Stock of the Subject CompanyHK$180 million, HK$110 million
Date of Establishment of the Subject CompanyDecember 1976, October 1987
Voting rights ownership percentageBefore Okasan International (Asia) Limited OKASAN SECURITIES GROUP INC. 100% / Toyo Securities Asia Limited TOYO SECURITIES CO.,LTD. 100% (after not disclosed)
Impact on Business PerformanceThe execution of this basic agreement is expected to have a minor impact on our consolidated results.
Contract Date29 October 2026
Items this document does not state (22)
Net 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 resolutionExecution Date / Effective DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 bring together the knowledge, know-how and specialist personnel that both companies have cultivated over many years, enhance the business operations of their strategic hub in Asia, expand the range of products handled, expand their Asian stock and institutional investor businesses, secure specialist personnel, and rationalise system-related costs, property rents and other expenses.

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Notice Regarding the Execution of a Basic Agreement for the Integration of OKASAN SECURITIES GROUP INC.'s and TOYO SECURITIES CO.,LTD.'s Hong Kong Subsidiaries: Strengthening the Provision of Products and Services by Leveraging Both Companies' Strengths | OKASAN SECURITIES GROUP INC. (8609) timely disclosure | Komori