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M&A and Subsidiary Changes9380Azuma Shipping Co.,Ltd.Transportation and Logistics

Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary

We have decided to dissolve and liquidate our wholly owned subsidiary, 関東エアーカーゴ株式会社. We plan to transfer the transport operations that can be continued to a group company.

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This transaction

Dissolution and liquidation of a consolidated subsidiary
Disclosing companyAzuma Shipping Co.,Ltd.
関東エアーカーゴ株式会社Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

General freight motor vehicle transportation business

Location 3-7-2 Sakurada, Sakura-ku, Saitama, Saitama PrefectureShare capital ¥30 millionDate of incorporation 13 June 1972
Net Sales¥492 million (fiscal year ended March 2026)
Operating profit¥3 million (fiscal year ended March 2026)
Net income for the current fiscal year¥9 million (fiscal year ending March 2026)
Net assetsNegative ¥38 million (fiscal year ended March 2026)
Impact on Business Performance

The impact on our consolidated results for the fiscal year ending March 2027 will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionApproval of the dissolution at an extraordinary general meeting of shareholders of the subsidiary and completion of the required procedures under applicable laws and regulations
Management structure after acquisitionWe plan to transfer the transport operations that can be continued among the subsidiary's transport operations to a group company.
This transaction
ItemDetails
Transaction nameDissolution and liquidation of a consolidated subsidiary
Name of the Subject Company関東エアーカーゴ株式会社
Business Description of the Subject CompanyGeneral freight motor vehicle transportation business
Location of the Subject Company3-7-2 Sakurada, Sakura-ku, Saitama, Saitama Prefecture
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company13 June 1972
Net Sales of the Subject Company¥492 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥3 million (fiscal year ended March 2026)
Net Income of the Subject Company¥9 million (fiscal year ending March 2026)
Net Assets of the Subject CompanyNegative ¥38 million (fiscal year ended March 2026)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on our consolidated results for the fiscal year ending March 2027 will be immaterial.
Date of board resolution29 September 2026
Execution Date / Effective DateDissolution date: 30 September 2026 (scheduled); completion of liquidation: around May 2027 (scheduled)
Conditions Precedent to ExecutionApproval of the dissolution at an extraordinary general meeting of shareholders of the subsidiary and completion of the required procedures under applicable laws and regulations
Management structure after acquisitionWe plan to transfer the transport operations that can be continued among the subsidiary's transport operations to a group company.
Items this document does not state (16)
Counterparty nameAcquisition 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)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee

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.

This is intended to optimize the allocation of management resources and improve management efficiency, as it remains difficult to secure stable earnings due to driver shortages and rising fuel and vehicle-related costs.

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Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary | Azuma Shipping Co.,Ltd. (9380) timely disclosure | Komori