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Statutory disclosure document9861YOSHINOYA HOLDINGS CO.,LTD.Retail

Statutory Prior Disclosure Documents (Absorption-Type Merger) (株式会社西日本吉野家)

吉野家ホールディングス entered into an agreement to absorb its wholly owned subsidiary, 西日本吉野家. The effective date is 1 March 2026, and no merger consideration will be paid.

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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 absorption-type merger is scheduled to become effective on 1 March 2026. If any changes occur in the disclosed information after the start date of the prior disclosure period, the revised information will be disclosed immediately.
AmountMerger consideration: none
Reason

Because this is a merger between a wholly owned parent company and its wholly owned subsidiary

Impact on Business Performance

Following the merger, 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.

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
Impact on Business PerformanceFollowing the merger, 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.
ReasonBecause this is a merger between a wholly owned parent company 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 absorption-type merger is scheduled to become effective on 1 March 2026. If any changes occur in the disclosed information after the start date of the prior disclosure period, the revised information will be disclosed immediately.
Items this document does not state (4)
Decision-Making BodyPeriod CoveredQuantity / scaleRelated 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.

As this is a merger between a wholly owned parent company and its wholly owned subsidiary, no merger consideration will be paid. It also states that, following the merger, the surviving company's assets will continue to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated.

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Statutory Prior Disclosure Documents (Absorption-Type Merger) (株式会社西日本吉野家) | YOSHINOYA HOLDINGS CO.,LTD. (9861) timely disclosure | Komori