Ebara Corporation TSE:6361

Ebara : Notice of Change in Equity-Method Associates(Share Transfer)

Published

Source: MarketScreener

April 14, 2026

To whom it may concern,

Company EBARA CORPORATION

Representative Shugo Hosoda, Director, CEO & COO

President, Representative Executive Officer (Securities code: 6361, TSE Prime Market)

Contact Tetsuya Fuchida, Executive Officer, CFO

(Tel: +81-3-3743-6111)

Notice of Change in Equity-Method Associates (Share Transfer)

EBARA CORPORATION (the "Company") hereby announces that at the meeting of board of directors held April 14, 2026, the Company has resolved to transfer the shares (the "Share Transfer") of its equity-method associate, Swing Corporation ("Swing"), to INFRONEER Holdings Inc.

  1. Reason for the Share Transfer

    Since 2010, the Company, JGC Holdings Corporation ("JGC"), and Mitsubishi Corporation, ("MC") have worked together as three shareholders to strengthen Swing's business structure, supporting its stable growth and addressing management issues.

    There have been ongoing changes in the business environment, including the expanding adoption of Water PPP*1 and the full-scale emergence of renewal demand due to the aging of existing facilities. In light of these developments, the Company has determined that transferring its shares to a suitable shareholder with a clear strategy and strong execution capabilities to underpin Japan's social infrastructure over the medium to long term would contribute to the further enhancement of Swing's corporate value in the future. Accordingly, the Company has resolved to transfer its shares in Swing. Similarly, JGC and MC have also decided, based on the same considerations, to transfer all of the shares they hold.

    *1 Water PPP collectively refers to public-private partnership models and concession models for water-sector public facilities, including water supply, sewerage, and industrial water services, each designed to support a phased transition to concession arrangements.

  2. Overview of the associate accounted for by the equity method to be transferred

    (1)

    Name

    Swing Corporation

    (2)

    Location

    1-9-2, Higashi Shimbashi, Minato-ku, Tokyo, Japan

    (3)

    Job title and name of

    representative

    Masanori Yasuda, President and Chief Executive Officer

    (4)

    Description of business

    Operation and maintenance, design and construction of water and

    environmental plants; related chemicals business; and management of operating subsidiaries

    (5)

    Share capital

    5,500 million yen (December 31, 2025)

    (6)

    Date of establishment

    April 1, 1977

    (7)

    Major shareholders and ownership ratios

    EBARA Corporation: 33.33%

    JGC Holdings Corporation: 33.33% Mitsubishi Corporation: 33.33%

    Capital relationship

    The Company holds 33.33% of the issued shares

    of the associate.

    (8)

    Relationship between the Company and said company

    Personnel

    relationship

    One director of the associate has been seconded

    from the Company.

    Business relationship

    The Company has business relationships with the associate, consisting of the sale of products to, and the purchase of products from, the

    associate.

    (9)

    Consolidated operating results and consolidated financial positions of said company for the last three

    years (Millions of yen, unless otherwise noted)

    As of / Fiscal year ended

    March 31, 2023

    March 31, 2024

    March 31, 2025

    Consolidated net assets

    28,781

    27,875

    31,960

    Consolidated total assets

    54,559

    55,878

    64,055

    Consolidated net assets per

    Share (Yen)

    9,594

    9,292

    10,654

    Consolidated net sales

    74,094

    75,302

    82,937

    Consolidated operating profit

    4,511

    4,542

    6,817

    Consolidated ordinary profit

    5,123

    5,265

    7,446

    Profit attributable to owners of

    parent

    3,236

    3,409

    6,199

    Consolidated earnings per share

    (Yen)

    1,083

    1,140

    2,092

    Dividend per share (Yen)

    1,444

    580

    1,716

  3. Overview of Transferee

    (1)

    Name

    INFRONEER Holdings Inc.

    (2)

    Location

    2-10-2, Fujimi, Chiyoda-ku, Tokyo

    (3)

    Job title and name of

    representative

    Kazunari Kibe, Representative Executive Officer and

    President

    (4)

    Description of business

    Business management of the subsidiaries under its

    umbrella and the group as well as businesses incidental or related thereto

    (5)

    Share capital

    20,000 million yen (as of December 31, 2025)

    (6)

    Date of establishment

    October 1, 2021

    (7)

    Consolidated net assets

    542,854 million yen (as of March 31, 2025)

    (8)

    Consolidated total assets

    1,450,738 million yen (as of March 31, 2025)

    Major shareholders and

    shareholding ratios (as of September 30, 2025)

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

    12.72%

    (9)

    Hikarigaoka Corporation

    9.49%

    Custody Bank of Japan, Ltd. (Trust Account)

    6.69%

    INFRONEER Employees Shareholding Association

    3.47%

    Sumitomo Realty & Development Co., Ltd.

    3.09%

    JPMorgan Securities Japan Co., Ltd.

    1.72%

    Sumitomo Mitsui Banking Corporation

    1.09%

    MAEDA CORPORATION Business Partner Shareholding

    Association

    1.06%

    STATE STREET BANK AND TRUST

    COMPANY 505223 (standing proxy: Mizuho Bank, Ltd., Settlement & Clearing Services Department)

    1.04%

    Custody Bank of Japan, Ltd. (Trust 4th Account)

    1.04%

    Capital relationship

    There are no applicable matters.

    (10)

    Relationship between the

    Company and said company

    Personnel

    relationship

    There are no applicable matters.

    Business relationship

    There are no applicable matters.

  4. Number of Transferred Shares, Transfer Price, and Ownership Status Before and After Transfer

    Number of shares owned before the

    (1)

    transfer

    1,000,000 shares

    (Number of voting rights: 10,000 units) (Voting rights ownership ratio: 33.33%)

    (2) Number of shares to be transferred

    1,000,000 shares

    (Number of voting rights: 10,000 units)

    (3) Transfer price

    Planned Transfer price 30,400 million yen*1

    (4) Number of shares owned after the transfer

    0 shares

    (Number of voting rights: 0 units)

    (Voting rights ownership ratio: 0.00%)

    *1 The above planned transfer price represents the expected amount as of the present date, however, the actual transfer price will be determined through price adjustments stipulated in the Share Transfer Agreement.

  5. Schedule

    (1) Date of Board of Directors resolution

    April 14, 2026

    (2) Date of agreement conclusion

    April 14, 2026

    (3) Date of share transfer execution

    July 1, 2026 (scheduled)

  6. Impact on financial performance

In connection with the Share Transfer, the Company expects to record the gain on sale of investments accounted for using the equity method in the consolidated statement of income and the gain on sale of shares of subsidiaries and associates in the non-consolidated statement of income for the fiscal year ending December 31, 2026. However, the amounts and the impact on the financial results for the fiscal year ending December 31, 2026 are currently under review.

End