Maruwa Co., Ltd.TSE: 5344

Matters Concerning Controlling Shareholders, etc.

· MarketScreener

June 27, 2025

Company name:

MARUWA CO., LTD.

Name of representative:

Toshiro Kambe

Representative Director and President

(Code No. 5344 TSE Prime / NSE Premier)

Inquiries:

Daisuke Yamaguchi, Director

(Telephone: +81-561-51-0841)

Matters Concerning Controlling Shareholders, etc.

We hereby announce the following information regarding matters concerning controlling shareholders, etc., in relation to Kambe Art Co., Ltd., an affiliated company of our company.

  1. Trade names etc. of parent company, controlling shareholder (excluding parent company), other affiliated company

    (As of March 31, 2025)

    Name

    Attribute

    Voting Rights Ownership (%)

    Financial instruments exchange, etc. on

    which the issued shares are

    listed

    Voting rights directly held

    Voting rights

    subject to aggregation

    Total

    Kambe Art Co., Ltd.

    Other Affiliated

    Company

    29.50

    -

    29.50

    -

  2. Positioning of the Listed Company within the Corporate Group of the Parent Company, etc., and Relationship with the Parent Company, etc.

    The positioning of the listed company within the corporate group of the parent company, etc., as well as its business transactions, personnel relationships, and capital relationships with the parent company, etc., and its group companies.

    1. Status of concurrent positions held by director

      (As of the date of submission)

      Position

      Name

      Position at parent company, etc.,

      or its group company

      Representative Director

      Toshiro Kambe

      Director at Kambe Art Co., Ltd.

      Note: Among the four directors of our company (excluding Audit and Supervisory Committee members) and the three directors who are members of the Audit and Supervisory Committee, only the individual listed above concurrently serves as a director at the parent company or its group companies.

    2. Business restrictions, risks, and benefits arising from being part of the corporate group of the parent company, etc., and the impact on management and business activities from transactions, personnel, and capital relationships with the parent company, etc., or its group companies

      Although Kambe Art Co., Ltd. holds 29.50% of the voting rights of our company, there are no transactional relationships related to the business activities of our group.

      Furthermore, during the fiscal year ended March 31, 2025 (from April 1, 2024 to March 31, 2025), there were no transactions between our company and Kambe Art Co., Ltd.

    3. Concept and measures for securing a certain degree of independence from the parent company, etc., amid business restrictions, risks, and benefits arising from being part of the corporate group of the parent company, etc., and the impact on management and business activities from transactions, personnel, and capital relationships with the parent company, etc., or its group companies

      The concurrent officer positions between Kambe Art Co., Ltd. and our company do not impede the independence of our management, and Kambe Art Co., Ltd. does not influence our business operations.

      Moreover, our Board of Directors includes independent outside directors who make up 42.9% (3 out of 7 directors), thereby ensuring a structure that secures independence.

    4. Status of securing a certain degree of independence from the parent company, etc.

      There are no business restrictions imposed by Kobe Art Co., Ltd., and the independence of our company is ensured.

  3. Matters concerning transactions with controlling shareholders

    There are no applicable matters.

  4. Status of implementation of measures to protect minority shareholders when conducting transactions with controlling shareholders

There are no applicable matters.