Notice Regarding Absorption-Type Merger Between Wholly Owned Subsidiaries

Overview of the Merger

UT Group Co.,Ltd. held a Board of Directors meeting on November 13, 2026, and resolved to implement an absorption-type merger with UT Aim as the surviving company and UT Agent as the dissolved company, effective April 1, 2027. The agreement signing is scheduled for November 30, 2026, and the merger approval shareholders meeting is scheduled for February 22, 2027. The method is an absorption-type merger whereby the surviving company continues and the dissolved company ceases to exist. There will be no issuance of new shares, no increase in capital, and no payment of merger consideration; there is also no handling of stock acquisition rights. Both companies operate in staffing and contracting services for manufacturing, and UT Group Co.,Ltd. intends to pursue regional strategy and platform expansion.

Future Impact and Schedule

The impact on consolidated results from this matter is expected to be minimal, and the company will promptly disclose any matters that should be announced in the future. The merger schedule is: November 13, 2026 (agreement approval) → November 30, 2026 (agreement signing) → February 22, 2027 (shareholders meeting) → April 1, 2027 (scheduled effective date). There will be no changes to the post-merger name, location, representative, business activities, capital, or fiscal year-end, and the capital structure will be an absorption-type merger between companies that are both 100% subsidiaries of UT Group Co.,Ltd.