Fintech Global IncorporatedTSE: 8789

Notice regarding dissolution of subsidiary (Metsa Series 2 Investment Limited Liability Partnership) (122 KB)

· Issued by FinTech Global Incorporated

UNOFFICIAL TRANSLATION

The official press release is in Japanese.

Company Name: FinTech Global Incorporated Representative: Nobumitsu Tamai, President and CEO Stock Listing: Tokyo Stock Exchange Standard Market Stock Code: 8789

Inquiries: Takashi Senda, Executive Vice President,

Senior Executive Officer

Tel: 03-6456-4600

Notice regarding dissolution of subsidiary (Metsä Series 2 Investment Limited Liability Partnership)

Tokyo, March 26, 2026-A resolution was passed at a meeting of the Board of Directors today to approve action by FinTech Global Incorporated (hereafter, "FGI" and "the Company"), as the sole limited partner in consolidated subsidiary Metsä Series 2 Investment Limited Liability Partnership (hereafter, "Metsä Series 2"), to dissolve Metsä Series 2. The Company hereby announces that Metsä Series 2 was dissolved today.

Particulars
  1. Reason for dissolution

    Metsä Series 2 was an investment limited partnership established for the purpose of corporate investment, and FGI utilized Metsä Series 2 as another way to invest in Moomin Monogatari, Ltd. (hereafter, "Moomin Monogatari").

    As described in "Notice regarding changes in subsidiaries (transfer of shares) and booking of extraordinary income and extraordinary loss," released separately today, it was decided that all Moomin Monogatari shares held by Metsä Series 2 would be transferred to Moomin Monogatari free of charge through share buyback by Moomin Monogatari. As of today, March 26, 2026, the transfer agreement has been signed, and the transfer of shares has been completed.

    Consequently, since Metsä Series 2 would cease its investment in Moomin Monogatari stock, the FGI Board of Directors passed a resolution to approve action by FGI to dissolve Metsä Series 2, as proposed by the general partner of Metsä Series 2, and the decision was made to dissolve Metsä Series 2.

  2. Overview of subsidiary to be dissolved

    (1)

    Name

    Metsä Series 2 Investment Limited Liability Partnership

    (2)

    Address

    Meguro Central Square 15th Floor,

    3-1-1 Kamiosaki, Shinagawa-ku, Tokyo

    (3)

    Legal basis for establishment

    Limited Partnership Act for Investment

    (4)

    Purpose of establishment

    Acquisition and holding of shares or stock options or else shares in business

    cooperatives

    (5)

    Date of establishment

    March 13, 2015

    (6)

    Amount of investment

    ¥636 million

    (7)

    Investors, capital contribution ratios

    FinTech Global Incorporated 99.9% Tenderness Asset Management Co., Ltd. 0.0%

    Name

    Tenderness Asset Management Co., Ltd.

    Address

    Meguro Central Square 15th Floor, 3-1-1 Kamiosaki, Shinagawa-ku, Tokyo

    Name and title of representative

    President, Yutaka Honma

    (8)

    Overview of general

    partner

    Business activities

    Provide investment advisory services to domestic and international investors

    Provide economics- and finance-related information

    Provide investment management services and consulting services Provide fund back-office administration outsourcing services

    Paid-in capital

    ¥50 million

    Capital relationship

    FGI holds 99.9% equity as a limited partner in the company.

    Personnel relationship

    Not applicable.

    (9)

    Relationships with FGI

    Business relationship

    Tenderness Asset Management Co., Ltd., entered into a discretionary investment management agreement with FGI subsidiary FGI Capital Partners, Inc., as a general partner and entrusted the company with management of partnership assets.

    Status of related

    party transactions

    Metsä Series 2 Investment Limited Liability Partnership is a consolidated subsidiary of FGI and is considered a related party.

    (10)

    Consolidated performance and financial position for the past three years

    Fiscal year

    Ended August 31, 2023

    (From September 1, 2022

    to August 31, 2023)

    Ended August 31, 2024

    (From September 1, 2023

    to August 31, 2024)

    Ended August 31, 2025

    (From September 1, 2024

    to August 31, 2025)

    Total assets

    ¥7 million

    ¥5 million

    ¥4 million

    Capital

    ¥7 million

    ¥5 million

    ¥4 million

    Net loss

    -¥1 million

    -¥1 million

    -¥1 million

    Note: FGI treated Metsä Series 2 Investment Limited Liability Partnership as a subsidiary based on control criteria under accounting standards for consolidated financial statements

  3. Schedule

    The decision to dissolve Metsä Series 2 was made on March 26, 2026, and the partnership will be liquidated upon completion of the necessary procedures, probably at the end of July 2026.

  4. Outlook

The impact of dissolving this consolidated subsidiary will be minor.

END