Notice Regarding the Absorption Merger (Simplified and Short-Form Merger) of Consolidated Subsidiary Tokyu Hotels Co., Ltd.

Overview of Organizational Restructuring

Tokyu Corporation will adopt a simplified absorption merger method, effective April 1, 2026, to absorb its wholly owned subsidiary, Tokyu Hotels Co., Ltd. Approval of the merger agreement will be obtained from Tokyu Hotels on December 24, 2025, and from Tokyu Corporation on December 26, 2025, with the contract signing scheduled for January 2026. This absorption merger qualifies as a simplified merger based on Article 796, Paragraph 2 of the Companies Act and a short-form merger based on Article 784, Paragraph 1 of the Companies Act, and will be implemented without a shareholder meeting resolution. No allocation of shares or cash will occur in connection with the merger, nor will there be issuance of new share options or convertible bonds with new share options.

Purpose and Background of the Restructuring

The purpose of this absorption merger is to unify the management of the hotel and resort business of Tokyu Corporation and Tokyu Hotels Co., Ltd., and to enhance value creation for towns and regions. The medium-term three-year management plan, announced in March 2024, emphasizes strengthening the management foundation and capital efficiency. Following the corporate restructuring in April 2023, this aims to improve profitability through differentiation and specialization of management and operational functions. This will enable flexible decision-making regarding business development policies and store investments, aiming to reduce business risks and concentrate and strengthen investments for growth.

Impact on Shareholders and Investors

Since this absorption merger is conducted between wholly owned subsidiaries, the impact on consolidated financial results is expected to be minimal. There will be no allocation of shares nor changes to the capital structure. No specific impact on dividend policy is noted, and any future disclosures will be promptly communicated as necessary. For investors, this is positioned as an organizational restructuring aimed at improving management efficiency and profitability.