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M&A and Subsidiary Changes9048Nagoya Railroad Co., Ltd.Transportation and Logistics

Notice Regarding the Change in Consolidated Subsidiary Status (Transfer of Shares, etc.)

名古屋鉄道 has entered into an agreement to transfer all 2,000 shares of its wholly owned subsidiary 名鉄ワールドトランスポート to Shibusawa Logistics Corporation. Following the transfer, 名鉄ワールドトランスポート is expected to cease to be a consolidated subsidiary of 名古屋鉄道.

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This transaction

Transfer of these shares, etc.
CounterpartyShibusawa Logistics Corporation
Disclosing companyNagoya Railroad Co., Ltd.
名鉄ワールドトランスポート株式会社Voting rights ownership percentageNumber of shares acquired 2,000 shares (number of shares transferred); number of voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Customs brokerage, freight forwarding, import and export trade administration services, warehousing, non-life insurance agency services, the sale, import and export of various products, and all businesses incidental or related to the foregoing

Location Chiyoda-ku, TokyoShare capital ¥100 million (as of 31 March 2025)Date of incorporation 1 April 2022
Net Sales¥5,841 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceThe transfer price will not be disclosed pursuant to the agreement between the parties.
Impact on Business Performance

The impact of this transfer of shares, etc. on our consolidated results is expected to be immaterial. If any matter requiring disclosure arises, we will disclose it promptly.

This transaction
ItemDetails
Transaction nameTransfer of these shares, etc.
Counterparty nameShibusawa Logistics Corporation
Name of the Subject Company名鉄ワールドトランスポート株式会社
Business Description of the Subject CompanyCustoms brokerage, freight forwarding, import and export trade administration services, warehousing, non-life insurance agency services, the sale, import and export of various products, and all businesses incidental or related to the foregoing
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥100 million (as of 31 March 2025)
Date of Establishment of the Subject Company1 April 2022
Net Sales of the Subject Company¥5,841 million (fiscal year ended March 2025)
Acquisition priceThe transfer price will not be disclosed pursuant to the agreement between the parties.
Number of shares acquired2,000 shares (number of shares transferred); number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact of this transfer of shares, etc. on our consolidated results is expected to be immaterial. If any matter requiring disclosure arises, we will disclose it promptly.
Date of board resolution27 April 2026
Contract Date11 May 2026
Execution Date / Effective Date29 May 2026 (scheduled)
Items this document does not state (17)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

名鉄ワールドトランスポート has continued to underperform amid a challenging business environment and has not established a stable earnings base. The parties determined that integrating Shibusawa Logistics Corporation’s management base and logistics network with 名鉄ワールドトランスポート’s forwarding expertise and domestic and overseas locations would enable sustainable growth, the establishment of a stable earnings base, and expansion of its business areas.

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Notice Regarding the Change in Consolidated Subsidiary Status (Transfer of Shares, etc.) | Nagoya Railroad Co., Ltd. (9048) timely disclosure | Komori