Maxell : Notice of Transfer of Business to Wholly Owned Subsidiary by Simplified Absorption-type Company Split

Tokyo, April 27, 2026－Maxell, Ltd. (TSE: 6810, hereinafter "the Company") has resolved to transfer the EF2 (Electro Fine Forming) business, which is part of the businesses of the Optics & Systems Division (hereinafter "the Business") to a newly established wholly owned subsidiary (hereinafter "the New Company") by company split (hereinafter "the Company Split") at the Board of Directors held today. The Company and the New Company have entered into the absorption-type company split agreement as detailed below.

Since the Company Split is a simplified absorption-type company split with the Company's wholly owned subsidiary as successor company, some disclosure items and details have been omitted.

1. Purpose of the Company Split

   As announced in the "Notice of Transfer of EF2 (Electro Fine Forming) Business through Share Transfer" dated March 27, 2026, the Company Split will be executed for the purpose of transferring the Business to SONOCOM CO., LTD. through transfer of 100% of the shares of the New Company held by the Company.

   The effective date of transfer of the shares of the New Company is planned to be same as the effective date of the Company Split.

2. Summary of the Company Split

   1. Schedule

      Date of the Board of Directors' resolution April 27, 2026

      Date of conclusion of the absorption-type company split agreement

      April 27, 2026

      Effective date July 1, 2026 (scheduled)

      The Company Split falls under simplified absorption-type company split defined in Article 784, Paragraph 2 of the Companies Act for the Company. Therefore, the Company Split will be implemented without resolution at the General Meeting of Shareholders of the Company.

   2. Method of the Company Split

      Absorption-type company split (simplified absorption-type company split), where the Company is the transferring company and the New Company is the successor company.

   3. Allocation related to the Company Split

      In the Company Split, no allocation of shares or delivery of any other consideration shall be made.

   4. Handling of stock acquisition rights and bonds with stock acquisition rights related to the Company Split

      There are no applicable matters.

   5. Change in share capital as a result of the Company Split

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

   6. Rights and obligations to be succeeded by the successor company

      The New Company will succeed to the assets, liabilities and other rights and obligations related to the Business within the scope stipulated in the absorption-type company split agreement as of the effective date.

   7. Prospects for fulfillment of debt obligations

   In the Company Split, the Company believes that there are no issues with regard to the prospects for fulfillment of debt obligations of the Company.

3. Overview of the companies involved in the Company Split

   		Transferring company		Successor company (The New Company)
   (1)	Company name	Maxell, Ltd.		Noah Co., Ltd.
   (2)	Address	1 Koizumi, Oyamazaki, Oyamazaki-cho, Otokuni-gun, Kyoto		4680 Ikata, Fukuchi-machi, Tagawa-gun, Fukuoka
   (3)	Name and title of representative	Keiji Nakamura President and Representative Director		Toshio Kunimasu Representative Director
   (4)	Description of business	Manufacturing and sales of batteries, functional materials, optical components, devices and electronic appliances		Production and sales of Electro Fine Forming products
   (5)	Share capital	12,203 million yen		10 million yen
   (6)	Establishment	September 3, 1960		April 17, 2026
   (7)	Number of shares issued	46,956,200 shares		1 share
   (8)	Fiscal year-end	March 31		March 31
   (9)	Major shareholders and shareholding ratio (As of September 30, 2025. Ratio against total number of shares issued excluding treasury shares.)	The Master Trust Bank of Japan, Ltd.	14.58%	The Company	100%
   		STATE STREET BANK AND TRUST COMPANY 505001	9.12%
   		Custody Bank of Japan, Ltd.	7.43%
   		STATE STREET BANK AND TRUST COMPANY 505227	7.04%
   		BNYM AS AGT/CLTS NON TREATY JASDEC	5.99%
   		Nichia Corporation	4.64%
   		Zeon Corporation	3.04%
   		STATE STREET BANK AND TRUST COMPANY 505301	2.07%
   		STATE STREET BANK AND TRUST COMPANY 505103	1.91%
   		STATE STREET BANK WEST CLIENT - TREATY 505234	1.80%
   (10)	Financial position and recent operating result	Fiscal year ended March 31, 2026 (Consolidated)		-
   Net assets		90,183 million yen		-
   Total assets		180,467 million yen		-
   Net assets per share		2,361.80 yen		-
   Net sales		129,429 million yen		-
   Operating profit		7,891 million yen		-
   Ordinary profit		8,601 million yen		-
   Net profit		8,260 million yen		-
   Net profit per share		202.03 yen		-

4. Overview of the Business to be split

   1. Description of the Business to be split

      EF2 (Electro Fine Forming) business operated by the Optics & Systems Division of the Company

   2. Operating result of the Business to be split (Fiscal year ended March 31, 2025)

      Net sales: 2,175 million yen

   3. Items and amounts of assets and liabilities to be split (As of March 31, 2025)

   Assets		Liabilities
   Item	Amount	Item	Amount
   Current assets	546 million yen	Current liabilities	395 million yen
   Non-current assets	875 million yen	Non-current liabilities	100 million yen
   Total assets	1,421 million yen	Total liabilities	495 million yen

5. Status after the Company Split

   There will be no change in the company name, address, name and title of the representative, description of the business, share capital, or fiscal year-end of the Company as a result of the Company Split.

6. Future forecast

The impact of the Company Split on the consolidated business performance of the Company for the fiscal year ending March 31, 2027 is expected to be minimal.

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