Announcement of Share Exchange (Simplified Share Exchange) for Tenpos Holdings Co., Ltd. to Make Meiwa Seisakusho Co., Ltd. a Wholly Owned Subsidiary

Overview and Purpose of the Share Exchange

Tenpos Holdings Co., Ltd. has resolved to conduct a share exchange to make Meiwa Seisakusho Co., Ltd., which possesses advanced technology in kitchen equipment manufacturing, a wholly owned subsidiary to strengthen its comprehensive support business for the restaurant industry. This aims to enhance profitability through in-house manufacturing, accelerate product development under an integrated production and sales system, expand into new markets, and enrich the kitchen equipment lineup while enabling cross-selling. The share exchange will be carried out as a simplified share exchange with an effective date of May 20, 2026, and Tenpos Holdings Co., Ltd. shares will be granted to Meiwa Seisakusho’s shareholders.

Details of the Share Exchange and Future Outlook

The share exchange ratio is set at 9.6963 ordinary shares of Tenpos Holdings Co., Ltd. per 1 share of Meiwa Seisakusho, with 58,177 shares to be issued (using treasury shares). Based on evaluation by a third-party organization, the agreed valuation per share of Meiwa Seisakusho is 36,400 yen. After the share exchange, there will be no changes to the company name or business content, and there will be no impact on the fiscal year ending April 2026 results. The earnings forecast for the fiscal year ending April 2027 will be announced taking this share exchange into account.