Notice of Change in Consolidated Subsidiary (Transfer of Subsidiary Shares) and Withdrawal from Home-Delivery Pizza Business

Overview of M&A and Organizational Restructuring

This matter concerns Taiyo Bussan Kaisha,Ltd.'s board of directors approving the transfer of all shares of its consolidated subsidiary Ichigo Holdings Co., Ltd. to AI DINING Co., Ltd., with the contract signing and transfer execution date set for 2026-09-30. Ichigo Holdings operates a home-delivery pizza business; through the share transfer, the company intends to concentrate resources on areas other than the pizza business. The transfer price has been announced as 650 million yen, and the company expects to recognize a gain on sale (special profit) in future accounting treatment.

Impact and Outlook

After the transfer, the company expects to record gain on sale of affiliate shares as a special profit in its standalone and consolidated financial statements. The transferee is AI DINING Co., Ltd., and there is no capital relationship. The decision followed consideration of a share exchange agreement and was reached after reevaluation in light of cost issues related to collaboration. Additional disclosures may be made regarding the amount of the special profit and the impact on consolidated results.