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M&A and Subsidiary Changes3038KOBE BUSSAN CO.,LTD.Trading & Wholesale

(Update on Disclosed Matter) Notice Concerning the Change in Status to a Specified Subsidiary Following a Capital Increase by a Consolidated Subsidiary

The implementation date and other details have been determined for the capital increase in which the Company and GOURMET KINEYA CO.,LTD. will jointly contribute a total of ¥57,999 million to the existing joint venture MEAL HUB. Following the capital increase, the Company's voting rights ownership ratio will decrease from 100% to 75%, while GOURMET KINEYA CO.,LTD. will hold 25%.

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Scale
57999000000
¥
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This transaction

Joint Capital Increase in 株式会社MEAL HUB (Third-Party Allotment of Shares)
CounterpartyGOURMET KINEYA CO.,LTD.
Disclosing companyKOBE BUSSAN CO.,LTD.
株式会社 MEAL HUBVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

In-flight catering business, etc.

Location Kakogawa, Hyogo PrefectureShare capital Before the capital increase: ¥1 million; after the capital increase: ¥29,000,500,000Date of incorporation 8 April 2026
Consideration and expenses
Acquisition price¥57,999,000,000 (capital increase amount)
Type of ConsiderationCash
Impact on Business Performance

The capital increase will have no material impact on consolidated results.

Procedures and assumptions
Management structure after acquisitionThe representative director and president is Numata Hirokazu (沼田博和). The Company's officers and employees will concurrently serve as directors of MEAL HUB. Trade name and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameJoint Capital Increase in 株式会社MEAL HUB (Third-Party Allotment of Shares)
Counterparty nameGOURMET KINEYA CO.,LTD.
Name of the Subject Company株式会社 MEAL HUB
Business Description of the Subject CompanyIn-flight catering business, etc.
Location of the Subject CompanyKakogawa, Hyogo Prefecture
Capital Stock of the Subject CompanyBefore the capital increase: ¥1 million; after the capital increase: ¥29,000,500,000
Date of Establishment of the Subject Company8 April 2026
Acquisition price¥57,999,000,000 (capital increase amount)
Type of ConsiderationCash
Voting rights ownership percentageBefore 100% → after 75%
Impact on Business PerformanceThe capital increase will have no material impact on consolidated results.
Date of board resolution24 June 2026
Execution Date / Effective DateCapital contribution payment date: 25 June 2026; execution date of this M&A: scheduled for early August 2026
Management structure after acquisitionThe representative director and president is Numata Hirokazu (沼田博和). The Company's officers and employees will concurrently serve as directors of MEAL HUB. Trade name and treatment of employees: Not disclosed
Items this document does not state (18)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To secure funds for this M&A, the Company and GOURMET KINEYA CO.,LTD. will jointly subscribe for a third-party allotment of shares.

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(Update on Disclosed Matter) Notice Concerning the Change in Status to a Specified Subsidiary Following a Capital Increase by a Consolidated Subsidiary | KOBE BUSSAN CO.,LTD. (3038) timely disclosure | Komori