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Statutory disclosure document9861YOSHINOYA HOLDINGS CO.,LTD.Retail

Statutory Advance Disclosure Documents (Merger) (株式会社北日本吉野家)

YOSHINOYA HOLDINGS CO.,LTD. entered into an agreement to absorb 株式会社北日本吉野家 in an absorption-type merger. The merger is scheduled to take effect on 1 March 2026, and no merger consideration will be paid because it is a merger between a wholly owned parent company and its wholly owned subsidiary.

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Decision and Details

Absorption-type merger of YOSHINOYA HOLDINGS CO.,LTD. and 株式会社北日本吉野家

Decision1 December 2025 (date the absorption-type merger agreement was executed)
Period CoveredFrom 1 March 2026 onward (from the effective date onward)
Implementation1 March 2026 (scheduled effective date)
Going forwardThe absorption-type merger is scheduled to take effect on 1 March 2026. If any changes arise in the disclosed matters after the start date of the advance disclosure period, the revised contents will be disclosed immediately.
AmountMerger consideration: none
Quantity / scale株式会社北日本吉野家 operates 169 KRC stores and 8 franchised stores, for a total of 177 stores (11th fiscal-year business report)
Reason

Because this is a merger between a wholly owned parent company and its wholly owned subsidiary. The company has determined that the surviving company is expected to be able to perform its obligations after the merger.

Impact on Business Performance

Following this absorption-type merger, the surviving company's assets are expected to substantially exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type merger of YOSHINOYA HOLDINGS CO.,LTD. and 株式会社北日本吉野家
Decision Date1 December 2025 (date the absorption-type merger agreement was executed)
Implementation Date1 March 2026 (scheduled effective date)
Period CoveredFrom 1 March 2026 onward (from the effective date onward)
AmountMerger consideration: none
Quantity / scale株式会社北日本吉野家 operates 169 KRC stores and 8 franchised stores, for a total of 177 stores (11th fiscal-year business report)
Impact on Business PerformanceFollowing this absorption-type merger, the surviving company's assets are expected to substantially exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated.
ReasonBecause this is a merger between a wholly owned parent company and its wholly owned subsidiary. The company has determined that the surviving company is expected to be able to perform its obligations after the merger.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 191 of the Regulations for Enforcement of the Companies Act; Article 782, Paragraph 1 of the Companies Act; and Article 182 of the Regulations for Enforcement of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 1 March 2026. If any changes arise in the disclosed matters after the start date of the advance disclosure period, the revised contents will be disclosed immediately.
Items this document does not state (2)
Decision-Making BodyRelated previous disclosures

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.

Because this is a merger between a wholly owned parent company and its wholly owned subsidiary, and the surviving company's assets are expected to continue to substantially exceed its liabilities after the merger, no situation that would hinder the performance of its obligations is currently anticipated. The business purpose of the merger is not expressly stated in the document.

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Statutory Advance Disclosure Documents (Merger) (株式会社北日本吉野家) | YOSHINOYA HOLDINGS CO.,LTD. (9861) timely disclosure | Komori