Notice Regarding Absorption-Type Merger of Wholly Owned Subsidiaries (Simplified Merger / Short-Form Merger)

Overview of Organizational Restructuring

Tobu Railway Co., Ltd., based on a board resolution dated December 24, 2025, will absorb its wholly owned subsidiaries Tobu Intertech Co., Ltd., Tobu Engineering Co., Ltd., and Tobu Station Service Co., Ltd. effective April 1, 2026. The merger will be an absorption-type merger with Tobu Railway Co., Ltd. as the surviving company and the other companies dissolving. Legally, this merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act for Tobu Railway, and as a short-form merger under Article 784, Paragraph 1 of the same Act for the dissolving companies, enabling execution without shareholder approval. No issuance of new shares or payments will be made upon the merger.

Purpose and Background of the Restructuring

The purpose of this merger is that the three wholly owned subsidiaries respectively handle railway vehicle maintenance, railway facility maintenance, and station operations, and by providing competitive compensation in the labor market to secure skilled personnel, Tobu Railway aims to build an efficient and sustainable railway operation system. This seeks to improve the overall operational efficiency of the group and strengthen a sustainable management foundation.

Impact on Shareholders and Investors

Since this merger is an absorption-type merger among wholly owned subsidiaries, with Tobu Railway holding all shares, there will be no issuance of new shares or monetary payments, and no changes to the capital structure. The impact on consolidated results is expected to be minor. Therefore, there is no direct impact on shareholders, nor any changes to dividend policy. For investors, mid- to long-term corporate value enhancement through the establishment of an efficient management system is anticipated.