Itoham Yonekyu : Notice of company split (Simplified Absorption Split) with Consolidated Subsidiaries

(translated)

August 18, 2022

To whom it may concern

Company: ITOHAM YONEKYU HOLDINGS Inc.

Representative: Isao Miyashita, President and Representative Director

(Tokyo Stock Exchange, Prime Market, Securities Code: 2296)

Inquiries: Masaru Kato,

General Manager, Public &Investor Relations Office

Tel: [phone]

Notice of company split (Simplified Absorption Split) with Consolidated Subsidiaries

Itoham Yonekyu Holdings Inc. hereby announces that it was resolved by Board of Directors meeting held today, regarding the succession part of the businesses of consolidated subsidiaries, Itoham Foods Inc. and Yonekyu Corp. at through an absorption-type company split (Hereafter, the "Company Split") with an effective date of April 1, 2023.

Since the Company Split will be taken simplified absorption-type company split to succeed the business of a wholly-owned subsidiaries of our company, certain disclosure items and details have been omitted.

1.Purpose of the Company Split

We have been changing our organizational structure from company basis to a strategic segment basis to strengthen our management and revenue base, which is a key policy of the Medium-Term Management Plan 2023. We do restructure the entire our group, including the Company Split with our company as the operating holding company, with the aim of creating a more efficient and competitive business execution and organizational structure, as well as making the larges integration effect and improving our growth potentials.

*For details of the reorganization of the entire our group, please refer to "Group Reorganaization Overall Summary" in the attached document.

2. Summary of the Company Split
(1)Schedule of the Company Split
Board of Directors Resolution Date	: August 18, 2022
Date of the absorption-type company split agreement	: August 18, 2022
Date of absorption-type split (effective date)	: April 1, 2023 (scheduled)

*Since the Company Split is a simplified absorption-type company split as provided in Article 796, Paragraph 2 of the Companies Act, it will be conducted without obtaining approval from the shareholders meeting.

(2)Method of the Company Split

This is a simplified absorption-type company split. Therefore will be successor company and Itoham Foods Inc. and Yonekyu Corp. will become the splitting companies.

(3)Details of allotment related to the Company Split

There will be no allocation of shares or other money in the Company Split.

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(4)Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Company Split Not applicable.

(5)Increase or decrease in capital due to the Company Split

There will be no increase or decrease in the capital of our company as a result of the corporate split.

(6)Rights and Obligations Succeeded by the Succeeding Company

We will succeed the assets, liabilities, rights and obligations relating to the Company Split from Itoham Foods Inc. and Yonekyu Corp. to the extent of the absorption-type company split agreement.

(7)Prospect of fulfillment of obligations

The Company has determined that there are no problems with our ability to fulfill its obligations after the effective date of the Company Split.

3. Overview of Companies Involved in the Company Split (as of March 31, 2022)

		Successor Company		Splitting company in		Splitting company in
			absorption-type company split	absorption-type company split
(1)Name		Itoham Yonekyu Holdings Inc.	Itoham Foods Inc.		Yonekyu Corp.
(2)Address		Mita, Meguro-ku, Tokyo	Bingocho, Nada-ku, Kobe	Okanomiyaterabayashi, Numazu,
	1-6-21		3-2-1		Shizuoka 1259
(3)Representative		President and Chief Executive	Chief Executive Officer		Chief Executive Officer
	Officer
Title and Name			Koichi Ito		Akihisa Horiuchi
	Isao Miyashita
		Management of consolidated	Manufacture and sale of processed	Production and sale of meat
		meat products, processing and sale	products (beef, pork, chicken, other
(4)Business Content		subsidiaries and all business
	of meat, and manufacture and sale	meat) and processed goods (ham,
		incidental thereto
			of prepared foods		sausage, delicatessen)
(5)Capital stock		30,003 million yen		28,427 million yen		8,634 million yen
(6)Date of		April 1, 2016		June 29, 1948		February 26, 1969
incorporation
(7)Total number of		297,355,059 shares		204,247,736 shares		25,367,663 shares
shares outstanding
(8)Fiscal year-end		March 31		March 31		March 31
(9)Major shareholders	Mitsubishi Corporation	39.66%	Itoham Yonekyu	100%	Itoham Yonekyu	100%
and Percentage	of	Holdings Inc.	Holdings Inc.
shares held
	The Master Trust Bank
		7.46%
		of Japan, Ltd.
		ITO KINEN ZAIDAN	4.11%
		S KIKAKU	3.52%
		ITO BUNKA ZAIDAN	2.12%
		Custody Bank of Japan,	1.93%
		Ltd.
		MUFG Bank, Ltd.	1.07%
		Sumitomo Mitsui	1.07%
		Banking Corporation

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(10)Financial position and operating results for the year ended March 2022

	Successor Company		Splitting company in		Splitting company in
		absorption-type company split	absorption-type company split
	(Consolidated)
		(Non-consolidated)		(Non-consolidated)
Net assets	262,740	million	yen	115,077	million	yen	39,054	million	yen
Total assets	413,123	million	yen	198,984	million	yen	64,771	million	yen
Net assets per share		897.66	yen		563.42	yen	1,539.55	yen
Net sales	854,374	million	yen	509,336	million	yen	178,655	million	yen
Operating profit	24,611	million	yen	2,702	million	yen	4,117	million	yen
Ordinary profit	28,596	million	yen	13,882	million	yen	5,441	million	yen
Profit (loss)	19,118	million	yen	12,772 million yen	4,081	million	yen
attributable to owners
Profit (loss) per share		65.34	yen		62.29	yen		160.91	yen

4. Outline of the succession business the split

(1)Details of the business to be succeeded by the company split

1.Meat business

2.The following functions within the processed food business

・Production headquarters functions (excluding operations at each plant) ・Business strategy function

Itoham Foods Inc.・Sales Division functions (excluding operations of the Sales Management Department and Convenience Store Business Department)

3.Group company management business 4.Administrative Headquarters functions 5.Business indirect function

1.Meat operations (excluding operations of the Meat Marketing Division and the Fujiyama plant)

2.Processed goods business

3.Production headquarters functions (excluding operations at each plant and eco-project

Yonekyu Corp.

center)

4.Group company management business 5.Administrative Headquarters functions 6.business indirect function

(2)Operating Results of the Business Succeeded in the Split (Year ended March 2022)

Itoham Foods Inc. : Net sales 297,178 million yen
Yonekyu Corp.	: Net sales	5,491 million yen
(3)Items and amounts of assets and liabilities to be succeeded through the split
Itoham Foods Inc.
Current assets 46,186 million yen	Current liabilities 93 million yen
Fixed assets	11,920 million yen	Fixed liabilities	106 million yen
Yonekyu Corp.
Current assets 26,210 million yen	Current liabilities 0 million yen
Fixed assets	4,014 million yen	Fixed liabilities	0 million yen

*Since the calculation is based on the balance sheet as of March 31, 2022, the actual amount to be transferred in the split will be adjusted for the increase or decrease up to the effective date.

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5. Status after the Company Split

After the corporate split, we will transition from holding company to an operating holding company, but there will be no change to the company name, head office location, title and name of the representative, capital stock or fiscal year-end of our company.

6. Outlook

Since the corporate split conduct within our company and its subsidiaries, therefore our impact of consolidated financial results will be immaterial.

(Reference)

< Overview of Group Reorganaization >

Current : until March 31, 2023

Itoham Yonekyu Holdings Inc.

	Itoham Foods Inc.			Yonekyu Corp.
								B
Processed Food				Processed Food				u
・Itoham group subsidiaries		・Yonekyu group subsidiaries		s
Business		Business		O
								i	t
								n
								h
								e
								e
								s
Meat				Meat				r
・Itoham group subsidiaries		・Yonekyu group subsidiaries		s
Business		Business
						e
								s

After reorganaization : after April 1, 2023

Itoham Yonekyu Holdings Inc.

	Processed Food Business			Meat Business
		・Itoham Foods Inc.						B
				・Yonekyu Foods Inc.		u
		・Yonekyu Foods Inc.
Sales			Sales	・Itoham Yonekyu Holdings		s
	・Itoham Yonekyu Holdings			O
				subsidiaries
		subsidiaries				i	t
							n
									h
									e
									e
									s
		・Itoham Yonekyu Holdings			・Itoham Yonekyu Holdings		r
Production			Farm		s
	subsidiaries		subsidiaries
					e
									s
Store operation		・Itoham Yonekyu Holdings		Processing	・Itoham Yonekyu Holdings
	subsidiaries		subsidiaries

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(Attachment)

Itoham Yonekyu Holdings Inc.

Group Reorganization

Overall Summary

August 18, 2022

ITOHAM YONEKYU HOLDINGS INC. 2022