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Statutory disclosure document9790Fukui Computer Holdings,Inc.Information and Communications, Services and Others

Statutory Pre-Merger Disclosure Document (Merger) (Fukui Computer System Co., Ltd.)

福井コンピュータホールディングス disclosed in advance the terms of an absorption-type merger agreement under which it will merge its wholly owned subsidiary, 福井コンピュータシステム, into itself. The effective date is scheduled for 1 October 2026. No consideration will be delivered, and the surviving company's stated capital, capital reserves and other reserves will not increase.

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Decision and Details

Advance disclosure matters relating to the absorption-type merger

Decision8 May 2026 (date the merger agreement was executed)
Implementation1 October 2026 (scheduled effective date; subject to change following consultation)
Going forwardBy the effective date, Company A and Company B will make the necessary corporate decisions to approve the merger agreement and matters necessary for the merger. The merger is scheduled to take effect on 1 October 2026. If any matter changes, the changed matter will be added to this document immediately.
AmountConsideration: none; increase in stated capital and capital reserves: none; dividend of surplus: ¥73 per share, total ¥1,509,288,651
Quantity / scaleAll issued shares of 福井コンピュータシステム (50,000 shares, 100%) owned
Reason

Because it owns all of the issued shares of 福井コンピュータシステム.

Impact on Business Performance

The company expects no impediment to the performance of its obligations following the merger. The amount of the impact on earnings forecasts is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredAdvance disclosure matters relating to the absorption-type merger
Decision Date8 May 2026 (date the merger agreement was executed)
Implementation Date1 October 2026 (scheduled effective date; subject to change following consultation)
AmountConsideration: none; increase in stated capital and capital reserves: none; dividend of surplus: ¥73 per share, total ¥1,509,288,651
Quantity / scaleAll issued shares of 福井コンピュータシステム (50,000 shares, 100%) owned
Impact on Business PerformanceThe company expects no impediment to the performance of its obligations following the merger. The amount of the impact on earnings forecasts is Not disclosed.
ReasonBecause it owns all of the issued shares of 福井コンピュータシステム.
Governing RuleArticle 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act
Future plansBy the effective date, Company A and Company B will make the necessary corporate decisions to approve the merger agreement and matters necessary for the merger. The merger is scheduled to take effect on 1 October 2026. If any matter changes, the changed matter will be added to this document immediately.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated 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.

Because 福井コンピュータホールディングス owns all of the issued shares of 福井コンピュータシステム, it determined that no consideration should be delivered.

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Statutory Pre-Merger Disclosure Document (Merger) (Fukui Computer System Co., Ltd.) | Fukui Computer Holdings,Inc. (9790) timely disclosure | Komori