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Statutory disclosure document9048Nagoya Railroad Co., Ltd.Transportation and Logistics

Statutory Pre-Transaction Disclosure Document (Company Split) (Meitetsu Department Store Co., Ltd.)

Nagoya Railroad Co., Ltd. will assume the rights and obligations relating to 株式会社名鉄百貨店's gift certificate business through an absorption-type company split. As consideration, it will pay ¥5,597,329 to 株式会社名鉄百貨店.

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Decision and Details

Board of Directors of Nagoya Railroad Co., Ltd.

An absorption-type company split under which the rights and obligations relating to the gift certificate business operated by 株式会社名鉄百貨店 will be assumed

Decision24 July 2026
Going forwardThe absorption-type company split will be carried out. The effective date is Not disclosed.
AmountConsideration for the absorption-type company split: ¥5,597,329; waiver of loans to 株式会社名鉄百貨店: ¥11.52 billion (projected); waiver of loans to 株式会社めいてつカスタマーサービス: ¥1.54 billion (projected)
Reason

The consideration was determined following discussions between the two companies, taking into comprehensive consideration the business viability and other factors relating to the business concerned.

Impact on Business Performance

The waiver of loans to 株式会社名鉄百貨店 is expected to have a minimal impact on non-consolidated results because provision for loss on guarantees of debt was recognized in prior fiscal years. The waiver of loans to 株式会社めいてつカスタマーサービス will be recognized as an extraordinary loss in the non-consolidated financial statements, but both items will be eliminated in the consolidated financial statements and will have no impact on consolidated results. At present, no circumstances are expected to arise that would impede the performance of obligations after the absorption-type company split.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type company split under which the rights and obligations relating to the gift certificate business operated by 株式会社名鉄百貨店 will be assumed
Decision-Making BodyBoard of Directors of Nagoya Railroad Co., Ltd.
Decision Date24 July 2026
AmountConsideration for the absorption-type company split: ¥5,597,329; waiver of loans to 株式会社名鉄百貨店: ¥11.52 billion (projected); waiver of loans to 株式会社めいてつカスタマーサービス: ¥1.54 billion (projected)
Impact on Business PerformanceThe waiver of loans to 株式会社名鉄百貨店 is expected to have a minimal impact on non-consolidated results because provision for loss on guarantees of debt was recognized in prior fiscal years. The waiver of loans to 株式会社めいてつカスタマーサービス will be recognized as an extraordinary loss in the non-consolidated financial statements, but both items will be eliminated in the consolidated financial statements and will have no impact on consolidated results. At present, no circumstances are expected to arise that would impede the performance of obligations after the absorption-type company split.
ReasonThe consideration was determined following discussions between the two companies, taking into comprehensive consideration the business viability and other factors relating to the business concerned.
Governing RuleArticle 794, paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act
Future plansThe absorption-type company split will be carried out. The effective date is Not disclosed.
Items this document does not state (4)
Implementation DatePeriod CoveredQuantity / scaleRelated 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.

The consideration was determined following discussions between the two companies, taking into comprehensive consideration the business viability and other factors relating to the business concerned.

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Statutory Pre-Transaction Disclosure Document (Company Split) (Meitetsu Department Store Co., Ltd.) | Nagoya Railroad Co., Ltd. (9048) timely disclosure | Komori