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M&A and Subsidiary Changes9788NAC CO.,LTD.Information and Communications, Services and Others

Completion of the Short-Form Share Exchange to Make 株式会社洋光 a Wholly Owned Subsidiary

The share exchange resolved and agreed on 28 August 2026 took effect on 1 October 2026, making 洋光 Co., Ltd. a wholly owned subsidiary of NAC CO.,LTD.

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This transaction

Name of transaction
Counterparty (target company)Target company name
Disclosing companyNAC CO.,LTD.
Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

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

Business description of the target company

Location Chiba Prefecture, Ichihara CityShare capital ¥20 millionDate of incorporation 1 December 1994
Consideration and expenses
Type of ConsiderationShares (share exchange)
Impact on Business Performance

HIKARI TSUSHIN,INC. has determined that the impact of this share exchange on its consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionApproval of the execution of the share exchange agreement at 洋光’s extraordinary general meeting of shareholders, and the simplified share exchange procedure carried out by the company under Article 796, Paragraph 2 of the Companies Act. No notice of objection was received.
Management structure after acquisitionThe representative director changed on 1 October 2026. Details of the new representative and others were not disclosed.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameTarget company name
Name of the Subject CompanyTarget company name
Business Description of the Subject CompanyBusiness description of the target company
Location of the Subject CompanyChiba Prefecture, Ichihara City
Capital Stock of the Subject Company¥20 million
Date of Establishment of the Subject Company1 December 1994
Type of ConsiderationShares (share exchange)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceHIKARI TSUSHIN,INC. has determined that the impact of this share exchange on its consolidated results will be immaterial.
Date of board resolution28 August 2026
Contract Date28 August 2026
Execution Date / Effective Date1 October 2026
Conditions Precedent to ExecutionApproval of the execution of the share exchange agreement at 洋光’s extraordinary general meeting of shareholders, and the simplified share exchange procedure carried out by the company under Article 796, Paragraph 2 of the Companies Act. No notice of objection was received.
Management structure after acquisitionThe representative director changed on 1 October 2026. Details of the new representative and others were not disclosed.
Items this document does not state (17)
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 priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.

No specific reason for carrying out the share exchange was stated.

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Completion of the Short-Form Share Exchange to Make 株式会社洋光 a Wholly Owned Subsidiary | NAC CO.,LTD. (9788) timely disclosure | Komori