Ebara Jitsugyo Co., Ltd.TSE: 6328

Notice Regarding the Company Split (Simplified Absorption-type Company Split) with a Wholly Owned Subsidiary

· Issued by Ebara Jitsugyo Co., Ltd.

Note: This document has been translated from the Japanese original for reference purpose only. In the event of any

discrepancy between this translated document and the Japanese original, the original shall prevail.

Translation



May 20, 2025

Company Name

EBARA JITSUGYO CO., LTD.

Representative

Takashi Ishii

President and COO

(Securities Code: 6328, TSE Prime Market)

Contact

Shuji Ohno

Senior Managing Executive Officer, Head of Planning & Strategy Office

(TEL +81-3-5565-2885)

Notice Regarding the Company Split (Simplified Absorption-type Company Split) with a Wholly Owned Subsidiary

EBARA JITSUGYO CO., LTD. hereby announces that the meeting of the Board of Directors held today resolved to transfer the ozone-related and medical equipment business of the Company's Measuring Instrument and Medical Division (excluding divisions that conduct part of the business for government agencies; hereinafter referred to as the "Target Business") to EBARA JITSUGYO TECHNOLOGIES CO., LTD. (hereinafter referred to as the "Ebara Jitsugyo Technologies"), a wholly owned subsidiary of the Company, by means of an absorption-type split (hereinafter referred to as the "Company Split"), effective July 1, 2025, and has executed an absorption-type company split agreement as of today.

Since the Company Split is a simplified absorption-type company split in which a wholly owned subsidiary of the Company is the succeeding company, some disclosure items and details have been omitted.

  1. Purpose of the Company Split

    Measuring Instruments and Medical Division, which engages in the manufacture and sale of measuring instruments including ozone monitors and medical equipment including air purifiers, is the first organization in the business stream when the Company started its business as a manufacturer, and it occupies an important position in the Company's manufacturing business segment.

    In the Medium-Term Management Plan announced on February 10, 2025, the Company established individual policies for each business based on business portfolio analysis and set forth a policy of further improving profitability and optimizing the business in response to changes in the market environment.

    Based on this policy, the purpose of the Company Split is to reorganize the organization to realize the maximization of business efficiency and profitability across the entire group by establishing a system to flexibly formulate and promote strategies based on market changes.

  2. Summary of the Company Split

    1. Time table for the Company Split

      The Board of Directors at which the absorption-type company split

      agreement approved

      May 20, 2025

      Date of execution of the absorption-type company split agreement

      May 20, 2025

      Effective date of the Company Split

      July 1, 2025 (scheduled)

      Note: Since the Company Split is a simplified absorption-type company split for the Company as stipulated in Article 784, paragraph 2 of the Companies Act, and a short-form absorption-type company split for Ebara Jitsugyo Technologies as stipulated in Article 796, paragraph 1 of the

      Company Act, approval by the annual general meeting of shareholders is not required for either the Company or Ebara Jitsugyo Technologies.

    2. Method of the Company Split

      An absorption-type company split in which the Company will be the splitting company and Ebara Jitsugyo Technologies will be the succeeding company.

    3. Details of allotment related to the Company Split

      There will be no allotment of shares or other consideration upon the Company Split.

    4. Handling of share acquisition rights and bonds with share acquisition rights in connection with the Company Split

      Not applicable.

    5. Increase or decrease in share capital due to the Company Split

      There will be no increase or decrease in the Company's share capital as a result of the Company Split.

    6. Rights and obligations to be succeeded

      As a result of the Company Split, Ebara Jitsugyo Technologies will succeed the assets, liabilities, contracts, and other rights and obligations related to the Target Business as stipulated in the absorption-type company split agreement.

    7. Prospect of fulfillment of obligations

    The Company has determined that there will be no problems regarding the prospect for the fulfillment of obligations by the Company and the succeeding company after the effective date.

  3. Overview of companies involved in the reorganization

    Splitting company

    Succeeding company

    (1) Name

    EBARA JITSUGYO CO., LTD

    EBARA JITSUGYO TECHNOLOGIES CO., LTD

    (2) Location

    7-14-1, Ginza, Chuo-ku, Tokyo

    2-3-12, Kuriki, Asao-ku, Kawasaki-shi, Kanagawa

    (3) Job title and name of representative

    Takashi Ishii President and COO

    Kazuyuki Toyoda President

    (4) Description of business

    Manufacture and sale of environmental equipment and services, engineering, and

    equipment wholesale business

    Manufacture and sale of measuring and medical equipment

    (5) Share capital

    1,001 million yen

    50 million yen

    (6) Date of establishment

    November 26, 1946

    April 1, 2025

    (7) Number of issued shares

    12,930,000 shares

    2,000 shares

    (8) Fiscal year-end

    December 31

    December 31

    (9) Major shareholders and ownership ratios

    (as of December 31, 2024)

    The Master Trust Bank of Japan, Ltd. (Trust account)

    10.75%

    EBARA JITSUGYO CO.,LTD

    100%

    Hikari Tsushin K.K.

    7.97%

    NIPPON ACTIVE VALUE FUND PLC

    7.65%

    NORTHAN TRUST CO.(AVFC) RE IEDP AIF CLIENTS NON TREATY

    ACCOUNT

    3.01%

    Custody Bank of Japan, Ltd. (Trust account)

    2.64%

    Mizuho Bank, Ltd.

    2.51%

    Tokio Marine & Nichido Fire Insurance Co., Ltd.

    2.51%

    NIPPON LIFE INSURANCE COMPANY

    2.51%

    Sumitomo Mitsui Trust Bank, Limited

    2.51%

    Hisashi Suzuki

    2.47%

    (10) Financial position and

    operating results for the latest fiscal year

    Fiscal year ended December 31, 2024 (Consolidated)

    (*)

    Net assets

    23,461 million yen

    -

    Total assets

    42,996 million yen

    -

    Net assets per share

    1,967.87 yen

    -

    Net sales

    37,503 million yen

    -

    Operating profit

    4,251 million yen

    -

    Ordinary profit

    4,443 million yen

    -

    Profit attributable to owners of parent

    3,157 million yen

    -

    Basic earnings per share

    264.22 yen

    -

    (*) As the company was established on April 1, 2025, there is no financial position or operating results for the immediately preceding fiscal year that has been finalized.

  4. Overview of business to be split

    1. Description of business to be split

      Businesses related to ozone related equipment and other measuring and analytical equipment, as well as medical equipment.

    2. Operating results of division to be split (Fiscal year ended December 31, 2024)

      Net sales 1.5 billion yen

    3. Items and price of assets and liabilities to be split

    Assets

    Liabilities

    Item

    Book value

    Item

    Book value

    Current assets

    938 million yen

    Current liabilities

    0 million yen

    Non-current assets

    472 million yen

    Non-current liabilities

    17 million yen

    Total

    1,410 million yen

    Total

    17 million yen

    Note: Since the above amounts are calculated based on the balance sheet as of March 31, 2025, the actual amounts to be succeeded will be the figures adjusted for any increase or decrease up to the day before the effective date.

  5. Status after the Company Split

    There will be no change in the company name, location, job title and name of representative, description of business, share capital, or fiscal year-end of the Company as a result of the Company Split. Further, there will be no change in the company name, location, job title and name of representative, description of business, share capital, or fiscal year-end of Ebara Jitsugyo Technologies as a result of the Company Split.

  6. Future prospects

Since the Company Split will be conducted between the Company and its wholly owned subsidiary, the impact on the Company's consolidated financial results will be minor.

(Reference) Consolidated financial results forecasts for the current fiscal year (released on February 10, 2025) and actual results for the previous fiscal year

Net sales

Operating profit

Ordinary profit

Profit attributable to owners of

parent

Basic earnings per share

Fiscal year ending

December 31, 2025 Forecast

40,000 million yen

4,500 million yen

4,650 million yen

3,300 million yen

276.10 yen

Fiscal year ended

December 31, 2024 Results

37,503 million yen

4,251 million yen

4,443 million yen

3,157 million yen

264.22 yen

End