Kamigumi Co., Ltd.TSE: 9364

Kamigumi to absorb a subsidiary through absorption-type merger

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Translation

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

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

September 12, 2025

To whom it may concern:

Company name:

Kamigumi Co., Ltd.

Representative:

Yoshihiro Fukai, President &

Representative Director

Stock code:

9364; TSE Prime Market

Inquiries:

Takashi Iwashita, General Manager

of Public Relations Department

(Telephone: +81-78-271-5110)

Kamigumi to absorb a subsidiary through absorption-type merger (simplified merger, short-form merger)

At a Board of Directors meeting held today, Kamigumi resolved to absorb through an absorption-type merger ("merger" hereinafter) its wholly-owned subsidiary MCKG Port Holding Co., Ltd. ("MCKG" hereinafter), effective January 1, 2026.

Since this is a simplified absorption-type merger with a wholly-owned subsidiary of Kamigumi, disclosure of certain items and details has been omitted.

Details

  1. Purpose of this merger

    MCKG is a special-purpose company established for joint investment in TCV Stevedoring Company S.A., which operates a container terminal at the Port of Valencia, Spain. Kamigumi has decided to absorb this wholly-owned subsidiary of Kamigumi through an absorption-type merger to improve management efficiency.

  2. Summary of the merger

    1. Merger timetable

      Date of Board of Directors resolution: September 12, 2025 Date of conclusion of merger agreement: September 12, 2025

      Effective date: January 1, 2026 (planned)

      * For Kamigumi, this merger is a simplified merger under the provisions of Article 796, Paragraph 2 of the Companies Act of Japan. For MCKG, this is a short-form merger under the provisions of Article 784, Paragraph 1 of the same Act. Accordingly, each company is

      proceeding with the merger without seeking approval of the merger agreement at a general meeting of shareholders.

    2. Method of this merger

      Kamigumi is the surviving company in an absorption-type merger and MCKG is to be dissolved.

    3. Details of allocation in this merger

      Since this merger is an absorption-type merger with a wholly-owned subsidiary of Kamigumi, no new shares will be issued or cash or other assets allocated.

    4. Handling of stock options and bonds with options associated with this merger Not applicable

  3. Overview of the companies in this merger

    1. Surviving company

      ① Name

      Kamigumi Co., Ltd.

      ② Address

      1-11 Hamabedori 4-chome, Chuo-ku, Kobe, Hyogo Prefecture

      ③ Representative

      Yoshihiro Fukai, President and Representative Director

      ④ Lines of business

      International intermodal transportation business, harbor transportation, heavy cargo transportation and installation, plant transportation, warehousing, customs clearance, truck transportation, etc.

      ⑤ Capital

      31,642 million yen

      ⑥ Established

      February 28, 1947

      ⑦ Total shares issued and outstanding

      106,576,837 shares

      Fiscal year end

      March 31

      ⑨ Major shareholders and Ratio of Shareholding (as of March 31, 2025)

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

      14.42%

      Kamigumi Customers and Subcontractors Shareholding Association

      7.29%

      Custody Bank of Japan, Ltd. (Trust account)

      5.34%

      Kamigumi Employees Shareholding Association

      3.52%

      National Mutual Insurance Federation of Agricultural Cooperatives

      2.74%

      STATE STREET BANK AND TRUST COMPANY 505001

      2.53%

      The Murao Educational Foundation

      2.43%

      Nippon Life Insurance Company

      2.24%

      Sumitomo Life Insurance Company

      2.22%

      GOLDMAN SACHS INTERNATIONAL

      2.12%

      ⑩ Financial standing and business results of the most recent fiscal year

      Fiscal year ended March 2025 (consolidated)

      Net assets

      384,518 million yen

      Total assets

      491,092 million yen

      Net assets per share

      3,780.59 yen

      Operating revenues

      279,182 million yen

      Operating profit

      33,095 million yen

      Ordinary profit

      36,655 million yen

      Profit attributable to owners of parent

      26,935 million yen

      Basic earnings per share

      257.88 yen

    2. Company to be absorbed and extinguished

      ① Name

      MCKG Port Holding Co., Ltd.

      ② Address

      1-11 Hamabedori 4-chome, Chuo-ku, Kobe, Hyogo Prefecture

      ③ Representative

      Kazuya Maeda, President and Representative Director

      ④ Lines of business

      Ownership of, trade in, and management of securities and equity, and administrative operations

      ⑤ Capital

      100 million yen

      ⑥ Established

      November 1, 2013

      ⑦ Total shares issued and outstanding

      105,000 shares

      Fiscal year end

      March 31

      ⑨ Major shareholders and percentages of shares held (as of March 31, 2025)

      Kamigumi Co., Ltd.

      100%

      ⑩ Financial standing and business results of the most recent fiscal year

      Fiscal year ended March 2025 (nonconsolidated)

      Net assets

      3,891 million yen

      Total assets

      3,892 million yen

      Net assets per share

      37,917.54 yen

      Net sales

      -

      Operating profit

      ‒1 million yen

      Ordinary profit

      ‒1 million yen

      Profit

      ‒2 million yen

      Basic earnings per share

      ‒19.78yen

  4. Post-merger status

    This merger will not result in any changes in Kamigumi's name, address, representative's title and name, lines of business, capital, or fiscal year end.

  5. Future outlook

This merger is a merger with a wholly-owned subsidiary of Kamigumi and will have minimal impact on Kamigumi's consolidated financial results.