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.
To whom it may concern,
Company name: Mitsui Kinzoku Co., Ltd. Name of representative: IKENOBU Seiji,
April 6, 2026
President and Representative Director (Securities code: 5706; TSE Prime Market)
Inquiries: MITSUI Koki, General Manager of
Corporate Communications Department (Telephone: +81-3-5437-8028)
Notice Regarding Absorption-Type Merger (Simplified Merger and Short-Form Merger) of Wholly-Owned Subsidiary
We hereby announce that the Company has today resolved to carry out an absorption-type merger with its wholly-owned subsidiary, Takehara Kousan Co., Ltd. (hereinafter "Takehara Kousan").
As this merger involves a wholly-owned subsidiary and qualifies as both a simplified merger and a short-form merger under the Companies Act, certain disclosure items and details have been omitted.
Purpose of the Merger
Takehara Kousan was established as a subsidiary of the Company to undertake ancillary operations for the Company's Takehara Refinery and to manage welfare facilities and leased properties. In order to enable flexible personnel deployment through the education and development of employees of both the Company and Takehara Kousan, ensure consistency in safety and health management, and enhance organizational unity and operational efficiency, the Company has determined that integrating the two companies and operating them as a single entity is consistent with its human capital management.
Summary of the Merger
Merger Schedule
Resolution Date: April 6, 2026
Merger Agreement Execution Date: April 6, 2026 Effective Date of the Merger: July 1, 2026 (planned)
* This merger constitutes a simplified merger for the Company pursuant to Article 796, Paragraph 2 of the Companies Act, and a short-form merger for Takehara Kousan pursuant to Article 784, Paragraph 1 thereof. Accordingly, no shareholders' meeting to approve the merger agreement will be held by either company.
Method of the Merger
This merger will be carried out as an absorption-type merger, with the Company as the surviving company and Takehara Kousan as the absorbed company.
Details of Allotment Related to the Merger
As this merger involves a wholly-owned subsidiary, no new shares will be issued and no cash or other consideration will be delivered.
Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Merger
Not applicable.
Overview of the Parties to the Merger (As of March 31, 2026; items marked with an asterisk (*) are as of September 30, 2025)
Surviving Company
Absorbed Company
(1) Trade Name
Mitsui Kinzoku Co., Ltd.
Takehara Kousan Co., Ltd.
(2) Location
1-11-1 Osaki, Shinagawa-ku, Tokyo
1-5-1 Shiomachi, Takehara-shi, Hiroshima
(3) Name and Title of Representative
Takeshi Nou, President and Representative Director
Hiroyuki Kon, President and Representative Director
(4) Business Description
Manufacturing and sale of functional engineered materials and electronic materials; non-ferrous metal smelting; mineral resource development; precious metal recycling, etc.
Undertaking ancillary operations for the Company's Takehara Refinery; management of welfare facilities; non-life insurance agency business; leasing and management of real estate,
etc.
(5) Capital*
42,377 million yen
10 million yen
(6) Date of Establishment
May 1, 1950
May 26, 1978
(7) Total Shares Issued*
57,415,430 shares
15,500 shares
(8) Fiscal Year-End
March 31
March 31
(9) Major Shareholders and Shareholding Ratios*
The Master Trust Bank of Japan, Ltd. (Trust Account): 18.10% ;
Custody Bank of Japan, Ltd. (Trust Account): 11.37% ; STATE STREET BANK AND TRUST COMPANY 505223:
3.65% ;
STATE STREET BANK AND TRUST COMPANY 505001:
2.31% ;
Nomura Securities Co., Ltd.: 2.08%
Mitsui Kinzoku Co., Ltd.: 100%
(10) Financial Condition and Operating Results for the Most Recent Fiscal Year
Fiscal Year-End
Fiscal Year Ended March 2025
(Consolidated, Japanese GAAP)
Fiscal Year Ended March 2025
(Non-Consolidated, Japanese GAAP)
Net Assets
340,856 million yen
72 million yen
Total Assets
657,944 million yen
155 million yen
Net Assets per Share
5,798.07 yen
4,677.90 yen
Net Sales
712,344 million yen
356 million yen
Operating Income
74,743 million yen
11 million yen
Ordinary Income
76,410 million yen
11 million yen
Net Income Attributable to Owners of Parent
64,662 million yen
8 million yen
Net Income per Share
1,130.95 yen
535.07 yen
Status After the Merger
As a result of this merger, there will be no changes to the Company's trade name, location,
representative, business description, capital, or fiscal year-end.
Future Outlook
As this merger involves a wholly-owned and non-consolidated subsidiary, the impact on the
Company's consolidated financial results is expected to be minimal.