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M&A and Subsidiary Changes9702ISB CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger, Abbreviated Merger)

The Company will merge with its wholly owned subsidiary, 株式会社 T-stock, and T-stock will be dissolved on the effective date. The 50% stake in 株式会社テイクス held by T-stock will be centrally managed within the Company’s group.

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This transaction

This merger
Counterparty (target company)株式会社 T-stock
Disclosing companyISB CORPORATION
Subject of this transactionNumber of shares acquired N/A (this is an absorption-type merger, and no shares or other monetary consideration will be allocated)Voting rights ownership percentage Before 100% → after Not applicable (T-stock will be dissolved on the effective date)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Holding and managing securities

Location Shinagawa Ward, TokyoShare capital ¥1 millionDate of incorporation 6 January 2016
Net Sales¥207 million (fiscal year ended December 2025, standalone)
Operating profit¥207 million (fiscal year ended December 2025, standalone)
Net income for the current fiscal year¥208 million (fiscal year ended December 2025, standalone)
Net assets¥1,234 million (fiscal year ended December 2025, standalone)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable (this is an absorption-type merger with a wholly owned consolidated subsidiary, and no shares or other monetary consideration will be allocated)
Impact on Business Performance

The merger will have no impact on the Company's consolidated financial results.

Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without convening shareholders’ meetings at the Company or T-stock to approve the merger agreement (simplified merger and abbreviated merger).
Management structure after acquisitionThere will be no changes to the Company’s name, location, representative, representative’s title or name, business activities, capital or fiscal year-end. T-stock will be dissolved as of the effective date.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社 T-stock
Name of the Subject Company株式会社 T-stock
Business Description of the Subject CompanyHolding and managing securities
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject Company6 January 2016
Net Sales of the Subject Company¥207 million (fiscal year ended December 2025, standalone)
Operating Profit of the Subject Company¥207 million (fiscal year ended December 2025, standalone)
Net Income of the Subject Company¥208 million (fiscal year ended December 2025, standalone)
Net Assets of the Subject Company¥1,234 million (fiscal year ended December 2025, standalone)
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable (this is an absorption-type merger with a wholly owned consolidated subsidiary, and no shares or other monetary consideration will be allocated)
Number of shares acquiredN/A (this is an absorption-type merger, and no shares or other monetary consideration will be allocated)
Voting rights ownership percentageBefore 100% → after Not applicable (T-stock will be dissolved on the effective date)
Impact on Business PerformanceThe merger will have no impact on the Company's consolidated financial results.
Date of board resolution23 June 2026
Contract Date1 July 2026 (scheduled)
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionThe merger will be carried out without convening shareholders’ meetings at the Company or T-stock to approve the merger agreement (simplified merger and abbreviated merger).
Management structure after acquisitionThere will be no changes to the Company’s name, location, representative, representative’s title or name, business activities, capital or fiscal year-end. T-stock will be dissolved as of the effective date.
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

The purpose is to improve management efficiency across the group by integrating T-stock, which holds a 50% stake in 株式会社テイクス, and centrally managing that stake.

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Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger, Abbreviated Merger) | ISB CORPORATION (9702) timely disclosure | Komori