Notice of Extraordinary General Meeting of Shareholders Regarding Stock Consolidation, Abolition of the Designation of the Number of Shares Constituting One Unit, and Partial Amendment of the Articles of Incorporation

Overview of Stock Consolidation and Privatization

Yomeishu Seizo Co., Ltd. has concluded a tender offer by the offeror, Reno Corporation, who holds 49.70% of shares, while the largest shareholder Yuzawa Corporation holds 33.34%. Together, they own 83.04% of shares. In response, a stock consolidation (consolidating 2,306,800 shares into 1 share) will be implemented on June 1, 2026, limiting shareholders to only the offeror and Yuzawa to advance privatization. The total number of shares outstanding will significantly decrease due to the consolidation, and delisting from the Tokyo Stock Exchange Prime Market is scheduled for June 18, 2026.

Offer Price and Special Committee Evaluation

The offer price is set at 4,050 yen per share, which the Board of Directors and the Special Committee deem beneficial for enhancing corporate value. Although the price reflects a discount of approximately 5–10% relative to market prices, this is considered reasonable given prior speculative reports and resulting stock price surges. The Special Committee, based on evaluations by an independent third-party appraisal institution, has implemented measures to ensure fairness and protect minority shareholders, concluding that a reasonable opportunity for shareholders to sell is provided.

Future Procedures and Amendments to the Articles of Incorporation

The effective date of the stock consolidation is scheduled for June 22, 2026. Along with this, the designation of the number of shares constituting one unit will be abolished, and partial amendments to the Articles of Incorporation will be carried out. Shares resulting in fractional holdings less than one share due to rounding will be purchased by the offeror, with compensation paid to shareholders. After delisting, fundraising through capital markets will no longer be possible; however, existing business relationships and social credibility are expected to be maintained.