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Statutory disclosure document9861YOSHINOYA HOLDINGS CO.,LTD.Retail

Statutory Pre-Merger Disclosure Documents (Merger) (株式会社関西吉野家)

Yoshinoya Holdings entered into an agreement to absorb 株式会社関西吉野家 through a merger and will carry out the merger on 1 March 2026, with 株式会社関西吉野家 as the disappearing company. As this is a merger between a wholly owned parent and its wholly owned subsidiary, no merger consideration will be delivered.

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Decision and Details

Absorption-Type Merger

Decision1 December 2025 (date the absorption-type merger agreement was executed)
Implementation1 March 2026 (scheduled effective date)
Going forwardThe merger by absorption is scheduled to become effective on 1 March 2026. If any changes occur to the disclosed information after the start of pre-merger disclosure, the revised information will be disclosed immediately.
AmountMerger consideration: none
Quantity / scaleNumber of issued common shares of the disappearing company: 200; year-end number of stores operated by 株式会社関西吉野家: 248 stores (including franchise stores)
Reason

Merger between a wholly owned parent and its wholly owned subsidiary

Impact on Business Performance

Following the merger by absorption, the surviving company's assets are expected to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated. The amount of the impact of the merger on earnings is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredAbsorption-Type Merger
Decision Date1 December 2025 (date the absorption-type merger agreement was executed)
Implementation Date1 March 2026 (scheduled effective date)
AmountMerger consideration: none
Quantity / scaleNumber of issued common shares of the disappearing company: 200; year-end number of stores operated by 株式会社関西吉野家: 248 stores (including franchise stores)
Impact on Business PerformanceFollowing the merger by absorption, the surviving company's assets are expected to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated. The amount of the impact of the merger on earnings is Not disclosed.
ReasonMerger between a wholly owned parent and its wholly owned subsidiary
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 merger by absorption is scheduled to become effective on 1 March 2026. If any changes occur to the disclosed information after the start of pre-merger disclosure, the revised information will be disclosed immediately.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated 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.

The document states that this is a merger between a wholly owned parent and its wholly owned subsidiary and that it constitutes a pre-merger disclosure document under the Companies Act.

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Statutory Pre-Merger Disclosure Documents (Merger) (株式会社関西吉野家) | YOSHINOYA HOLDINGS CO.,LTD. (9861) timely disclosure | Komori