Basic Agreement on Business Integration through Establishment of a Joint Holding Company (Share Transfer) between NTN Corporation and NSK Ltd.

Purpose and Background of the Business Integration

NTK Ltd. (NTK) and NTN Corporation (NTN) have reached a basic agreement on establishing a joint holding company to consolidate their strengths and aim for sustainable business foundation and long-term, profitable growth. Both companies operate globally in the bearing and precision machinery sectors and are responding to environmental changes such as intensified competition in Western markets and sluggish growth in China by promoting structural reforms and production reorganization.

Method and Schedule of Business Integration

This business integration will be implemented via a share transfer method, with a board resolution and basic agreement concluded on May 12, 2026. The final contract is scheduled to be concluded within six months after the basic agreement, seeking approval at their respective general meetings of shareholders in June 2027. The joint holding company is planned to be established in October 2027 and listed on the Tokyo Stock Exchange Prime Market. With the establishment of the new holding company, both companies will become wholly owned subsidiaries and their stock listings will be discontinued.

Post-Integration Management Strategy and Organizational Structure

Post-integration, strategic pillars include optimal utilization of management resources, portfolio transformation, expansion into high value-added areas, new business creation, and strengthening of production and procurement. The goal is to realize synergies early. The new holding company will have governance functions, maintaining management autonomy as a fully owned subsidiary of both companies, while promoting smooth group management strategies. The composition of the Board of Directors and nomination committees will be decided through mutual consultation.