Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event ofany discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Press release on May 24, 2024
Takamiya Co., Ltd.
Representative Director, President and Chairman: Kazumasa Takamiya
Listed on: Tokyo Stock Exchange Prime Market
Stock code: 2445

Notice Regarding Merger and Waiver of Receivables of Subsidiary Company
We are pleased to announce that at the Board of Directors meeting held on May 24, 2024, it wasresolved to merge and absorb TAKAMIYA NO AISAI CO LTD., a subsidiary of our company, with theeffective date of July 1, 2024. Please find the details below. Please note that as this merger is a
simplified absorption-type merger within our company, certain disclosure items and content related
to this merger have been partially omitted.
1. Purpose of the Merger
We have established 'TAKAMIYA AGRIBUSINESS PARK' at our demonstration farm in Hanyu
City, Saitama Prefecture, aiming to create a comprehensive agricultural park where all aspectsof agriculture are understood. At this facility, we conduct activities to disseminate and educate
agricultural practitioners, create an environment for starting farming with minimal risk, lower thebarriers to entry into agriculture, promote the development of new agricultural technologies
using AI and robots, and contribute to further advancement in agriculture. In order to accelerate
our business expansion, improve management efficiency, and expedite decision-making, wehave decided to proceed with this merger, with our company as the surviving entity andTAKAMIYA NO AISAI CO LTD. as the dissolved entity.
2. Summary of the Merger(1) Merger Schedule
Board of Directors Resolution: May 24, 2024
Merger Agreement Signing Date: May 24, 2024
Scheduled Effective Date of Merger: July 1, 2024
(2) Merger Method
This merger involves our company as the surviving entity in an absorption-type merger,
with TAKAMIYA NO AISAI CO LTD. as the dissolved entity, effective on the effective date,
which will result in the dissolution of TAKAMIYA NO AISAI CO LTD.
Please note that TAKAMIYA NO AISAI CO LTD. is currently in a state of liabilities
exceeding assets; however, prior to this merger, our company plans to waive a portion ofthe receivables we hold against TAKAMIYA NO AISAI CO LTD., resolving the situation ofliabilities exceeding assets before proceeding with the merger.
- Nature of Receivables to be Waived: Loans and others- Estimated Amount of Receivables to be Waived: 162 Million Yen- Scheduled Date for Waiver of Receivables: May 31, 2024
(3) Allocation of Stocks and Other Monetary Items Related to the Merger
There will be no issuance or allocation of stocks or other monetary items related to thismerger.

(4) Treatment of Warrants and Convertible Bonds with Stock Acquisition Rights of theDissolved Company
No relevant items.

3. Overview of the Merging Companies (as of March 31, 2024)
Surviving Company in Merger(1) Company Name

TAKAMIYA Co., Ltd.

(2) Address

3-1, Ofuka-cho, Kita-ku, Osaka(3) Title and Name ofRepresentative Director(4) Business Activities(5) Capital Stock(6) Date of Establishment(7) Number of Issued Shares

Dissolved Company in Merger
TAKAMIYA NO AISAI CO LTD.
3-10-5 Nihonbashi,Chuo-ku, Tokyo

Kazumasa Takamiya

Hiroyuki Okamoto

Representative Director,Representative Director,President and Chairman

President

Development, manufacturing,Production, processing, and sales

sales, and rental of temporaryof agricultural products, as well asequipment, as well as theresearch, development, planning,planning, design, construction,design, and consulting related tomanagement, and logistics oftechnology, facilities, and facilities

temporary construction workfor facility horticulture agriculture

1,052 million yen

45 million yen

June 21, 1969

August 15, 2005

46,585,600 stocks

1,600 stocks

March 31

March 31

(8) Fiscal Year End
Takamiya Ltd 16.87%

TAKAMIYA Co., Ltd. 100％

The Master Trust Bank of Japan,(9) Major Shareholders
and Ownership Ratios

Ltd. (Trust account) 8.33%
RISE EIGHT.co 7.51%
Custody Bank of Japan, Ltd.
(Trust account) 4.10%
Tojitsu Takamiya 3.73%(10) Financial Performance and Position for the Previous Fiscal Year
Fiscal Year End

FYE March 31, 2024

FYE March 31, 2024

Consolidated

Non-Consolidated

Total Assets

68,945 million yen

35 million yen

Net Assets

22,157 million yen(123) million yen

460.95 yen(77,351.31) yen

Net Sales

44,127 million yen

43 million yen

Operating income or Loss3,404 million yen(89) million yen

Ordinary income or Loss

3,580 million yen(87) million yen

1,887 million yen(87) million yen

40.53 yen

(54,785.86) yen

Net Assets Per ShareProfit or Loss Attributableto Owners of Parent
EPS or LPS

4. Changes Post-Merger
There are no changes to our company's name, address, title and name of therepresentative, business activities, capital stock, and fiscal year end.
5. Future Outlook
Prior to this merger, we will implement a waiver of receivables; however, as we havealready recorded allowances for doubtful accounts in previous years, the impact on
consolidated performance is expected to be minimal.
(End)