Notice: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail.

May 13, 2024

Company name:Name of representative:
Inquiries:

MELCO HOLDINGS INC.
Hiroyuki Maki, President and CEO(Securities code: 6676)
Hideto Fukaya, General Manager,
CEO’s Office(Telephone: +81-3-4213-1122)

Notice Concerning Dividends in Kind of Subsidiary Shares (Share-Distribution-Type Spin-off)and Change of Specified Subsidiaries
MELCO HOLDINGS INC. (the “Company”) hereby announces that it has decided, at a meeting of the Board of Directors
held on May 13, 2024, to submit to the 38th Annual General Meeting of Shareholders to be held on June 26, 2024 (“thisGeneral Meeting of Shareholders”) a proposal to distribute all of the shares of the Company’s subsidiary Shimadaya
Corporation (“Shimadaya”) held by the Company to shareholders through dividends in kind (dividends of property otherthan cash) (the “Spin-off”).
The Spin-off uses a share-distribution-type spin-off under which tax exemption measures for the gain or loss on transfer
with respect to the corporation distributing the shares, tax exemption measures with respect to the dividends to theshareholders receiving the distribution, and tax deferral measures for the gain or loss on transfer with respect toshareholders are created as a result of the 2017 tax reforms, and common shares of the Company’s consolidated subsidiary
Shimadaya are delivered to the Company’s shareholders as of September 30, 2024, which is the record date, as dividends
in kind. The Spin-off will issues dividends in kind that provide no right to demand distribution of monies (a right to demanddelivery of monies in lieu of dividends of the said property from a stock company) in order to satisfy the requirements for
qualification of the reorganization taxation system. For the Spin-off, therefore, the Company plans to acquire the approval
by a special resolution at this General Meeting of Shareholders. In addition, from the standpoint of ensuring thatshareholders have opportunities to purchase and sell the shares, the Company will conduct the Spin-off under theassumption that the shares of Shimadaya will be listed on the stock exchange of Tokyo Stock Exchange, Inc. (“Tokyo
Stock Exchange”). For that purpose, Shimadaya submitted a preliminary application for initial listing to the Tokyo Stock
Exchange on April 24, 2024. The Company will submit a main application for initial listing to the Tokyo Stock Exchange
prior to the implementation of the Spin-off, and the Spin-off will be on condition that the Tokyo Stock Exchange approves
the listing and the said approval is not revoked. On the other hand, the Company’s shares will remain listed on the Tokyo
Stock Exchange and Nagoya Stock Exchange, Inc. (“Nagoya Stock Exchange”) after the Spin-off. Accordingly,
shareholders of the Company as of the record date will hold listed shares of two stocks, which are the Company’s shares
and Shimadaya’s shares, as a result of the Spin-off. Shimadaya will no longer be a consolidated subsidiary of the Company
as a result of the Spin-off.
1.

Reasons and purpose of the Spin-off
The reasons and purpose of the Spin-off, in light of the current conditions of drastic changes in the businessenvironment and society, is to maximize long-term shareholder value by executing an agile business strategy andfurther promoting growth in each business field by making Shimadaya, which operates the food business, separate
and independent and adopting independent management and capital.
The Company made a shift to a pure holding company structure in 2003, and has been practicing “Forest-like
Management,” which refers to an organization with a management framework, supporting long-term growth driven
by many elements. Since the shift, the Melco Holdings Group has steadily strengthened its management base andexpanded its business fields. As its business fields have extended too widely, various problems have emerged. Inorder to resolve these problems and maximize long-term shareholder value in light of the current conditions of drasticchanges in the business environment and society, the Company has come to the conclusion that it is essential to
implement organizational restructuring, including the spin-off and listing of Shimadaya. The Company also believes
that the shift of Shimadaya to an independent listed company through the Spin-off and the listing on the Tokyo Stock
Exchange will lead to improvement of motivation among employees of the Shimadaya Group to promote value
creation through noodle products, as well as enable the implementation of future business strategy and the accelerationof growth toward the 100th anniversary in 2031.
The following is the background of the organizational restructuring at the Company.
Background of the organizational restructuring: 3 key points-1-(1) Clarification of management responsibilities
Under the pure holding company structure of the Company, important decision-making by the group’s operatingcompanies requires prior approval of the Company, which has sometimes resulted in unclear management
responsibilities and hinderance to prompt management decision-making by the group’s operating companies.
This organizational restructuring aims to eliminate overlapping decision-making processes and clarify therespective management responsibilities.
(2) Clarification of governance
The Company aims to clarify governance by abolishing the pure holding company structure and listing the corecompanies in each business so that management of each company will become directly aware of governancefrom the capital markets and will have direct dialogue with markets.
(3) Clarification of brands
By aligning the company name used in the stock markets with the established brand “Shimadaya,” the Company
aims to further increase its customer awareness and establish its identity.
By continuing to accurately understand drastic changes in the business environment, effectively utilizing
management resources and realizing improvement of shareholder value, the Company will make efforts to meet
expectations of shareholders, investors and other stakeholders.
For the Spin-off, the Company has received advice on general matters including the listing of Shimadaya from
Daiwa Securities Co. Ltd., and legal advice from Nagashima Ohno & Tsunematsu.
2.

Overview of dividends in kind (dividends of property other than cash)

(1)
(2)
(3)
(4)
(5)
(6)

Record date
Type of dividend property
Total book value of dividend property
and value per share
Total market value of dividend property
and value per share
Effective date
Reduction in capital, etc. due todividends in kind

Note:

3.

Monday, September 30, 2024
Shimadaya Corporation’s common shares¥14,689,318,426 (¥879.37 per share)¥ – (¥ – per share) (Note) 1
Tuesday, October 1, 2024
Retained earnings ¥14,689,318,426
The source of dividends is retained earnings, which will be reduced by thebook value of Shimadaya’s shares as of the timing of the Spin-off.

1. In the accounting of the dividends of all subsidiary shares in proportion to the number of shares,
the value of subsidiary shares is calculated based on the proper book value in accordance withthe provision of Paragraph 10 of the “Guidance on Accounting Standard for Treasury Shares andAppropriation of Legal Reserve” (ASBJ Guidance No. 2). The same shall apply to the calculationof the distributable amount of the Company. Accordingly, the market value of Shimadaya’s
shares, which are the dividend property, has not been calculated.

Overview of the Spin-off(1) Listing of Shimadaya’s shares
For Shimadaya’s shares to be distributed in kind, Shimadaya submitted a preliminary application for initiallisting to the Tokyo Stock Exchange on April 24, 2024, from the standpoint of ensuring that shareholders haveopportunities to purchase and sell the shares. The Company will submit a main application for initial listing to
the Tokyo Stock Exchange prior to the implementation of the Spin-off, and the Spin-off will be on condition
that Shimadaya acquires approval for the listing from the Tokyo Stock Exchange and the said approval is not
revoked. The listing of Shimadaya’s shares and the timing thereof have not been assured at this moment, since
they are on condition that the listing is approved by the Tokyo Stock Exchange as a result of future listingexaminations by Japan Exchange Regulation and such approval will not be revoked, etc. The sale of
Shimadaya’s common shares (“Sale of Shares”) will be conducted at the time of the initial listing. In the casethat the Sale of Shares is conducted, it will be conducted at the price determined by the book-building prescribedin Rule 246 of the Enforcement Rules for Securities Listing Regulations established by the Tokyo Stock
Exchange (a method of determining the selling price after understanding demand for the shares from investors
by presenting a tentatively set price range for the selling price to investors at the time of solicitation ofsubscriptions to acquire shares). It has not been determined, however, whether or not and when the Sale ofShares will be conducted. If the Sale of Shares does not take place, the initial listing on the Tokyo Stock
Exchange will be a direct listing (a domestic corporation that is not listed on a financial instruments exchange
in Japan lists its shares without conducting a public offering, etc. prior to the listing). In this case, the first special
quote display (Reference Price) on the first day of listing of Shimadaya’s shares will be the trade reference pricedetermined by “a document containing the trade reference price of the stock, etc., pertaining to the initial listing
application” prepared by the managing trading participant prescribed in Rule 253-2, Paragraph 2 of the
Enforcement Rules for Securities Listing Regulations established by the Tokyo Stock Exchange.

-2-(2) Schedule for dividends in kind
Schedule
Wednesday, June 26, 2024
Friday, September 13, 2024
Friday, September 27, 2024
Monday, September 30, 2024
Tuesday, October 1, 2024

Notes:

Details
This General Meeting of Shareholders (scheduled)
Date of public notice of the record date (Note) 1
Ex-rights date of the Company’s shares
Distribution record date
Effective date of dividends in kind / Date of execution of
distribution
Date from which the distributed shares of Shimadaya can be soldand purchased on the Tokyo Stock Exchange (scheduled date oflisting on the Tokyo Stock Exchange)

1. In order to identify the shareholders eligible to receive the dividends in kind in theSpin-off, the Company plans to adopt a resolution on August 26, 2024 to establish a
distribution record date as follows, after the proposal for the Spin-off is approved at
this General Meeting of Shareholders.
(1) Date of public notice
September 13, 2024
(2) Distribution record date
September 30, 2024
(3) Method of public notice
The public notice will be posted electronically on the
Company’s website.
https://melco-hd.jp/koukoku/index.html
2. The above is the schedule for the dividends in kind and the planned listing of distributed
shares of Shimadaya on the Tokyo Stock Exchange. The schedule for the Sale of Shares
has not been determined.

(3) Method for dividends in kind
The Company plans to pay dividends in kind, with Monday, September 30, 2024 as the record date, at a ratio of
one common share of Shimadaya per common share of the Company held by shareholders who are recorded on
the last shareholder list as of the same date.
* For details of the procedures of this matter for shareholders and other general investors, please refer to“Explanation (Q&A) Concerning Dividends in Kind of Subsidiary Shares (Share-Distribution-Type Spinoff) and Change of Specified Subsidiaries” dated today (URL: https://melco-hd.jp/news/index.html).
4.

Overview of the subsidiary whose status will be changed and that is the issuer of the shares to be distributed in kind(spun-off company) (as of March 31, 2024)

(1)
(2)
(3)
(4)
(5)
(6)
(7)

Name
Address
Title and name of representative
Business description
Share capital
Date of establishment
Major shareholders and percentage ofshareholding(8) Total number of issued shares (Note) 1(9) Number of dilutive shares due to shareacquisition rights(10) Relationship with the Company

Shimadaya Corporation
33-11 Ebisu nishi, 1-chome, Shibuya-ku Tokyo, Japan
Kenji Okada, President and CEO
Food product business¥1,000 million
March 4, 1949
MELCO HOLDINGS INC. 100%
10,577,900 shares–
Capitalrelationship
Personnel
relationship

Wholly owned subsidiary of the Company.

Hiroyuki Maki, Representative Director of theCompany, was concurrently serving as an officer
as of the end of the immediately preceding fiscal
year and will remain the said position after the
Spin-off. There are no other personnel relationshipsthat should be noted.
Business
In the immediately preceding fiscal year, therelationship
Company had no business relationships with
Shimadaya and its group companies.
Applicability to
The Company is a related party as the parent
the related party company that directly owns this company.
Although this company will no longer be a
subsidiary of the Company after the Spin-off, theCompany will remain a related party as a company
that has the same parent company.
(11) Consolidated operating results and consolidated financial position of this company for the past three years
Accounting period
Fiscal year ended
Fiscal year ended
Fiscal year ended
March 31, 2022
March 31, 2023
March 31, 2024

-3-

Net assets
Total assets
Net assets per share
Net sales
Operating profit
Ordinary profit
Profit attributable to owners of parent
Earnings per share
Dividend per share(12) Composition of Directors (Note) 2(13) Listing(14) Major shareholders and percentage ofshareholding after the Spin-off(Major shareholders of the Company andpercentage of shareholding)(Note) 3

Notes:

1.

2.

3.

5.

¥19,732 million¥19,551 million¥15,837 million¥28,732 million¥29,776 million¥23,889 million¥1,865.49¥1,848.32¥1,497.26¥31,317 million¥34,115 million¥38,973 million¥2,219 million¥2,213 million¥3,353 million¥2,426 million¥2,377 million¥3,474 million¥1,686 million¥1,834 million¥2,524 million¥159.42¥173.43¥238.70
¥40
¥40
¥567
Norio Kinoshita, Director and Chairperson
Kenji Okada, President and CEO
Shinichiro Soma, Senior Managing Director
Nobuyuki Obara, Managing Director
Toshio Sasaki, Managing Director
Naoki Soneda, Managing Director
Ryuta Sugiyama, Director
Tomoyuki Ota, Director
Hiroyuki Maki, Director
Masaru Kato, Director (Full-time Audit and Supervisory Committee
Member)Takashi Fukayama, Outside Director (Audit and Supervisory
Committee Member)
Yasuyuki Takaki, Outside Director (Audit and Supervisory Committee
Member)A preliminary application for initial listing was submitted to the Tokyo
Stock Exchange on April 24, 2024. A main application for the initiallisting is planned to be submitted to the Tokyo Stock Exchange prior to
the implementation of the Spin-off. For details, please refer to “3.
Overview of the Spin-off (1) Listing of Shimadaya’s shares” above.
MELCO Group Inc.
46.336%Hiroyuki Maki
12.531%
ECM MF (Standing proxy: Tachibana Securities Co.,9.705%Ltd.)
The Master Trust Bank of Japan, Ltd. (trust account)
4.295%
Maki Makoto Foundation
2.993%
Custody Bank of Japan, Ltd. (trust account)1.144%
J.P. MORGAN SECURITIES PLC FOR AND ON
0.972%
BEHALF OF ITS CLIENTS JPMSP RE CLIENTASSETS-SEGR ACCT (Standing Proxy: Citibank, N.A.,
Tokyo Branch)
Taiji Iwasaki
0.879%
Melco Mutual Aid Association
0.673%
Hiromi Maki
0.474%The total number of issued shares as of March 31, 2024, is 10,577,900 shares. In order tomake the delivery ratio of Shimadaya’s shares in the Spin-off one common share of
Shimadaya per common share of the Company, Shimadaya’s shares will be split so that the
total number of issued shares of Shimadaya will match the total number of issued shares of
the Company (excluding treasury shares held).
This shows the composition of Directors of the subsidiary whose status will be changed, asof today. As of today, Norio Kinoshita, Director and Chairperson of Shimadaya, and Ryuta
Sugiyama, Director of Shimadaya, are scheduled to retire from the position of Director of
Shimadaya due to the expiration of their terms of office at the Annual General Meeting of
Shareholders to be held on June 20, 2024.
The dividends in kind under the Spin-off will be paid at a ratio of one share of Shimadaya
per common share of the Company held by shareholders who are recorded on theshareholders list as of September 30, 2024, which is the record date. At the time when theSpin-off takes effect, therefore, the composition of Shimadaya’s shareholders as of theimplementation of the distribution will be the same as that of the Company’s shareholders asof the record date. For this reason, this shows the Company’s shareholders as of March 31,
2024 for reference. As described in “3. Overview of the Spin-off (1) Listing of Shimadaya’s
shares” above, however, the sale of Shimadaya’s shares by existing shareholders will be
carried out.

Tax treatment for dividends in kind(1) Taxation on dividends
Since the Spin-off will be conducted on the assumption that it falls under the qualified share distribution as
defined in Article 2, Item 12-15-3 of the Corporation Tax Act, the taxation on deemed dividends will not be-4-

applied to shareholders in connection with the dividends in kind of Shimadaya’s shares (Article 24, Paragraph
1, Item 3 of the Corporation Tax Act and Article 25, Paragraph 1, Item 3 of the Income Tax Act).
(2) Taxation on capital gains and losses
The Spin-off is a share distribution in which no assets other than shares of the wholly owned subsidiarycorporation are delivered, and those shares are delivered in proportion to the ratio of the number of shares of thecorporation that makes distribution in kind held by shareholders of the corporation that makes distribution inkind to the total number of issued shares of the corporation that makes distribution in kind. Taxation on capitalgains and losses, therefore, does not apply and is deferred (Article 61-2, Paragraph 8 of the Corporation Tax
Act, Article 37-10, Paragraph 3, Item 3 of the Act on Special Measures Concerning Taxation, Article 37-11,
Paragraph 3 of the same Act).
(3) Tax treatment for the acquisition prices
The acquisition prices of shares of the Company and shares of Shimadaya for shareholders for the purpose of
taxation after the Spin-off shall be the prices calculated by the following formulas using the proportion of
distributed assets (the proportion prescribed in Article 23, Paragraph 1, Item 3 of the Order for the Enforcementof the Corporation Tax Act and Article 61, Paragraph 2, Item 3 of the Order for Enforcement of the Income Tax
Act related to share distribution) (Article 119, Paragraph 1, Item 8 of the Order for the Enforcement of the
Corporation Tax Act, Article 113-2, Paragraph 1 of the Order for Enforcement of the Income Tax Act).
The proportion of distributed assets is a proportion calculated by dividing the “book value of Shimadaya’s shares
immediately prior to the share distribution” by the “amount obtained by subtracting the book value of liabilities
from the book value of assets of the Company as of the end of the fiscal year preceding the fiscal year to which
the share distribution date belongs (including the amount of increase or decrease in share capital, etc. and certain
profit reserves between the end of the previous fiscal year and the time immediately preceding the share
distribution).” The approximate value is expected to be about 0.249. At this moment, the proportion of
distributed assets is expected to be determined around September 2024. The announcement will be released assoon as it is determined.
Acquisition price per share of Shimadaya (X) = Acquisition price before adjustment per share of the Company(Y) × Proportion of distributed assets
Acquisition price per share of the Company after the Spin-off (Z) = (Y) - (X)<<Example>> Acquisition price after adjustment assuming that the proportion of distributed assets is 0.249
and in the case that 100 shares of the Company were purchased at ¥3,435 per share (the closing
price of the Company’s common shares on the Tokyo Stock Exchange Standard Market on April
30, 2024)
Acquisition price of Shimadaya’s shares = ¥3,435 x 100 shares x 0.249 = ¥85,500
Acquisition price of the Company’s shares after the Spin-off = ¥3,435 × 100 shares - ¥85,500 = ¥258,000
Please note that the adjustment of the acquisition prices is for tax purposes only, and the acquisition prices fortax purposes mentioned above do not mean the values of Shimadaya’s shares and the Company’s shares after
the Spin-off, respectively.
* In the case of corporate shareholders, please replace “acquisition price” with “book value (for tax purposes)”in the calculation.
* The descriptions of tax treatment above do not exhaust the tax procedures, etc. required of shareholders, nor
mention the tax treatment in countries other than Japan in relation to the Spin-off. Specific tax procedures andthe tax treatment on the side of shareholders may vary depending on the individual circumstances of eachshareholder. Please consult with your local tax office, tax accountant, etc. to determine how the Spin-off shallbe treated for tax purposes under your own circumstances.

-5-

6.

Outlook for the future(1) Status of the Company after the Spin-off (planned)

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)

Name
Address
Title and name of representative
Business description
Share capital
Net assets
Total assets
Total number of issued shares
Composition of Directors (Note) 3(10) Listing(11) Major shareholders of theCompany and percentage ofshareholding (Note) 4

Notes: 1.

2.
3.
4.

MELCO HOLDINGS INC.
1-11-1 Marunouchi, Chiyoda-ku, Tokyo, Japan
Hiroyuki Maki, President and CEO
Pure holding company¥1,000 million (Note) 1¥60,342 million (Note) 1¥62,679 million (Note) 1
16,937,873 shares (Note) 2
Hiroyuki Maki, President and CEO
Yoshimasa Nagase, Director
Manabu Yano, Director
Chisato Nakayama, Director
Tamio Matsuo, Director
Iwao Tsusaka, Director
Daisuke Maki, Director
Hiroyuki Miyajima, Outside Director
Kumiko Otsuka, Outside Director
Masanao Tsuzuki, Director (Full-time Audit and Supervisory Committee Member)
Shogo Kimura, Outside Director (Audit and Supervisory Committee Member)
Jun Kamiya, Outside Director (Audit and Supervisory Committee Member)
The Company’s shares will remain listed on the Tokyo Stock Exchange and the
Nagoya Stock Exchange.
MELCO Group Inc.
46.336%Hiroyuki Maki
12.531%
ECM MF (Standing proxy: Tachibana Securities Co., Ltd.)9.705%The Master Trust Bank of Japan, Ltd. (trust account)
4.295%
Maki Makoto Foundation
2.993%
Custody Bank of Japan, Ltd. (trust account)1.144%
J.P. MORGAN SECURITIES PLC FOR AND ON BEHALF OF ITS 0.972%
CLIENTS JPMSP RE CLIENT ASSETS-SEGR ACCT (Standing
Proxy: Citibank, N.A., Tokyo Branch)
Taiji Iwasaki
0.879%
Melco Mutual Aid Association
0.673%
Hiromi Maki
0.474%

Figures for the Company on a non-consolidated basis. The amount of net assets and the total amountof assets are amounts before taking the decrease due to dividends in kind into account. Please also
refer to “8. <<Reference>> Consolidated Financial Statements of the Company Excluding
Shimadaya (Unaudited)” below.
The number of treasury shares held as of March 31, 2024, 233,526 shares, is not included.
This shows the composition of Directors of the Company as of today.
This shows the Company’s shareholders as of March 31, 2024.

(2) Trading of the Company’s shares
If the Spin-off is implemented, shareholders of the Company as of Monday, September 30, 2024, which is the
distribution record date, will receive one share of Shimadaya per share of the Company held, and the last cumrights date will be Thursday, September 26, 2024. The ex-rights date for the Company’s shares will be Friday,
September 27, 2024, and in theory, the value of the Company’s shares will be adjusted by the value of
Shimadaya’s shares as of the same day. On the other hand, however, the Company’s shareholders will receive
distribution of Shimadaya’s shares on Tuesday, October 1, 2024.
At the time of ex-rights of the Company’s shares, since the total numbers of issued shares of the Company andShimadaya excluding the number of treasury shares held as of the distribution record date will be the same,
trading is expected to be carried out on the Tokyo Stock Exchange on Friday, September 27, 2024, using the pershare price calculated by the following formula as the Company’s base price. The base price refers to a pricethat is a basis of the daily price limit (a range within which the price can fluctuate during a day) but does notrefer to an actual trading price for each trading conducted on Friday, September 27, 2024. The Tokyo Stock
Exchange will separately announce the treatment of trading, including the calculation method of the base price.
Base price on the ex-rights date of the Company’s shares (Friday, September 27, 2024) = Closing price of shareson the Company’s last cum-rights date (Thursday, September 26, 2024) - Interim (forecast) dividend per shareat the end of the first half of the fiscal year ending March 31, 2025 - Opening price of Shimadaya’s shares(3) Policy of holding of Shimadaya’s shares by the founding family of the Company, who are shareholders of theCompany, and the parent company after the Spin-off
Hiroyuki Maki, who is a member of the founding family of the Company and a shareholder of the Company,-6-and MELCO Group Inc., which is the parent company, have confirmed that they will hold Shimadaya’s sharesfor a medium to long term after the Spin-off in a similar way to shares of the Company in the past. At the timeof the Spin-off, however, some of shares held will be sold to improve the liquidity of Shimadaya’s shares.
(4) Impact on the Company’s operating results
While there will be no change in the operating results of the current Group prior to the Spin-off until the end of
September 2024, Shimadaya will no longer be a consolidated subsidiary of the Company after the effective dateof the dividends in kind. Accordingly, in the event that the approval at this General Meeting of Shareholders andthe listing approval by the Tokyo Stock Exchange are obtained and the Spin-off is implemented, the operating
results of the new Group in and after October 2024 will exclude those of the Shimadaya Group. Since the Spinoff is subject to the approval at this General Meeting of Shareholders and the listing approval by the Tokyo
Stock Exchange and on condition that such approval is not revoked, etc., the following shows the consolidated
earnings forecast for the current Group as a whole (in the case that the Spin-off is not implemented) for the fiscal
year ending March 31, 2025, and the consolidated earnings forecast in the case that the Spin-off is implemented.
○ Consolidated earnings forecast for the current Group as a whole (in the case that the Spin-off is not implemented) for
the fiscal year ending March 31, 2025 (April 1, 2024 through March 31, 2025)(Percentages indicate year-on-year changes)
Net sales
Full year (Note) 1

Note:

1.

Millionsof yen150,000%
2.9

Operating profit

Ordinary profit

Profit attributable toowners of parent

Millionsof yen5,800

Millionsof yen5,800

Millionsof yen
3,600

%
123.3

%
125.2

%
19.5

Earnings
per shareYen
215.51Since the Spin-off is subject to the approval at this General Meeting of Shareholders and the listing
approval by the Tokyo Stock Exchange and on condition that such approval is not revoked, etc., theabove shows the consolidated earnings forecast for the Company including that of the Shimadaya
Group in the case that the Spin-off is not implemented.

○ Consolidated earnings forecast in the case that the Spin-off is implemented for the fiscal year ending March 31, 2025
(April 1, 2024 through March 31, 2025)
Net sales
Full year (Note) 1

Note:

1.

Millionsof yen133,000%-

Operating profit

Ordinary profit

Millionsof yen5,200Millionsof yen
5,200

%
-

%
-

Profit attributable toowners of parent

Millionsof yen3,400%-

Earnings
per shareYen
203.54

The above is the consolidated earnings forecast of the Company in the case that the Spin-off isimplemented, and the Shimadaya Group is not included in the consolidated earnings forecast of theCompany for October 1, 2024 and thereafter. For this reason, the year-on-year changes are not shown.

-7-

7.

Consolidated financial statements of Shimadaya (unaudited)(1) Consolidated balance sheets(Millions of yen)
As of March 31, 2023
AssetsCurrent assets
Cash and deposits
Accounts receivable - trade
Merchandise and finished goods
Raw materials and supplies
Deposits paid to subsidiaries andassociates
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Land
Leased assets
Construction in progress
Other
Total property, plant and equipment
Intangible assets
Other
Total intangible assets
Investments and other assets
Investment securities
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets-8-

As of March 31, 2024

5,249
4,326
1,033
255

3,997
5,645
1,232
243

6,300

–

308
(7)
17,465159(8)
11,270

3,438
3,724
3,026
30
86
145
10,452

3,308
3,648
3,026
14
231
171
10,401

51
51

71
71

1,010
564
349
(116)
1,806
12,311
29,776

1,301
607
353
(116)
2,146
12,61923,889(Millions of yen)
As of March 31, 2023
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term borrowings
Accrued expenses
Income taxes payable
Other
Total current liabilities
Non-current liabilities
Retirement benefit liability
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Total shareholders’ equity
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Revaluation reserve for landRemeasurements of defined benefit
plans
Total accumulated othercomprehensive income
Total net assets
Total liabilities and net assets-9-

As of March 31, 2024

1,584
4,259
1,686
84
815
8,430

1,870
–
2,781
446
1,158
6,255

1,523
270
1,794
10,225

1,524
271
1,796
8,051

1,000
871
17,00518,877

1,000
871
13,11014,981

423

607

244

244

6

4

674

856

19,551
29,776

15,83723,889(2) Consolidated statements of income and consolidated statements of comprehensive income
Consolidated statements of income(Millions of yen)
Fiscal year ended
March 31, 2023
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Other
Total non-operating income
Non-operating expenses
Interest expenses
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Other
Total extraordinary income
Extraordinary losses
Loss on retirement of non-current assets
Other
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to owners of parent- 10 -

Fiscal year ended
March 31, 2024
34,11524,575
9,539
7,326
2,213

38,97327,313
11,660
8,307
3,353

3
19
159
182

1
22
111
134

6
11
18
2,377

2
11
13
3,474

0
10
27
37

0
76
–
77

67
4
72
2,343
550
(41)
508
1,834
1,834

51
–
51
3,500
1,100
(124)
975
2,524
2,524

Consolidated statements of comprehensive income(Millions of yen)
Fiscal year ended
March 31, 2023
ProfitOther comprehensive income
Valuation difference on available-for-salesecurities
Revaluation reserve for landRemeasurements of defined benefit plans, netof taxTotal other comprehensive income
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to ownersof parent- 11 -

Fiscal year ended
March 31, 2024
1,834

2,524

1

184

(32)

–

(0)

(1)

(30)
1,803

182
2,707

1,803

2,707

(3) Consolidated statements of changes in equity
Fiscal year ended March 31, 2023
(Millions of yen)
Shareholders’ equity
Capitalsurplus

Share capital
Balance at beginning of period

1,000

Total
shareholders’equityRetainedearnings

871

17,156

19,027

(423)

(423)

1,834

1,834

(1,562)(1,562)

Changes during period
Dividends of surplus
Profit attributable to owners ofparentPayment of the difference in thepurchase of treasury stock
Net changes in items other thanshareholders’ equity–

Total changes during period
Balance at end of period

–

–

(150)

(150)

1,000

871

17,00518,877

Accumulated other comprehensive income

Balance at beginning of period

Valuationdifference
on availablefor-salesecurities

Revaluation
reserve forland

Remeasurementsof defined
benefit plans

Total
accumulated
othercomprehensive
income

421

276

6

705

Total net
assets

19,732

Changes during period
Dividends of surplus
Profit attributable to owners ofparentPayment of the difference inthe purchase of treasury stock
Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

(423)
1,834
(1,562)
1

(32)

0

(30)

(30)

1

(32)

0

(30)

(181)

423

244

6

674

19,551- 12 -

Fiscal year ended March 31, 2024
(Millions of yen)
Shareholders’ equity
Capitalsurplus

Share capital
Balance at beginning of period

1,000

Total
shareholders’equityRetainedearnings

871

17,00518,877(6,420)(6,420)

2,524

2,524

Changes during period
Dividends of surplus
Profit attributable to owners ofparentNet changes in items other thanshareholders’ equity
Total changes during period
Balance at end of period––(3,895)(3,895)

1,000

871

13,11014,981

Accumulated other comprehensive income

Balance at beginning of period

Valuationdifference
on availablefor-salesecurities

Revaluation
reserve forland

Remeasurementsof defined
benefit plans

Total
accumulated
othercomprehensive
income

423

244

6

674

Total net
assets

19,551

Changes during period
Dividends of surplus
Profit attributable to owners ofparentNet changes in items otherthan shareholders’ equity(6,420)
2,524
184

–

(1)

182

182

Total changes during period

184

–

(1)

182

(3,713)

Balance at end of period

607

244

4

856

15,837- 13 -

(4) Consolidated statements of cash flows(Millions of yen)
Fiscal year ended
March 31, 2023
Cash flows from operating activities
Profit before income taxes
Depreciation
Increase (decrease) in retirement benefit
liability
Increase (decrease) in allowance for doubtful
accounts
Interest and dividend income
Interest expenses
Loss (gain) on sale of property, plant andequipment
Loss on retirement of property, plant andequipment
Loss (gain) on sale of investment securities
Decrease (increase) in trade receivables
Decrease (increase) in inventories
Decrease (increase) in other assets
Increase (decrease) in trade payables
Increase (decrease) in other payables
Other, net
SubtotalInterest and dividends received
Interest paid
Proceeds from insurance income
Income taxes paid
Income taxes refund
Net cash provided by (used in) operating
activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds from sale of property, plant andequipment
Purchase of intangible assets
Purchase of investment securities
Proceeds from sale of investment securities
Decrease (increase) in deposits paid to
subsidiaries and associates
Other, net
Net cash provided by (used in) investing
activities- 14 -

Fiscal year ended
March 31, 2024
2,343
1,412

3,500
1,398

(7)

1

(0)

0

(23)
6

(23)
2

(0)

(0)

67

51

(10)
(523)
(255)
(27)
239
(59)
(67)
3,094
23
(6)
44
(436)
66

(76)
(1,319)
(187)
41
255
1,339
11
4,993
24
(2)
–
(469)
104

2,786

4,650

(1,382)(1,503)

0

0

(18)
(27)
34

(41)
(29)
81

(4,500)

6,300

(2)

(3)

(5,896)4,804

(Millions of yen)
Fiscal year ended
March 31, 2023
Cash flows from financing activities
Net increase (decrease) in short-termborrowings
Repayments of long-term borrowings
Repayments of lease liabilities
Dividends paid
Payment of the difference in the purchase oftreasury stock
Net cash provided by (used in) financing
activities
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of
periodCash and cash equivalents at end of period- 15 -

Fiscal year ended
March 31, 2024

1,560

(4,160)

(861)
(32)
(423)

(99)
(26)
(6,420)(1,562)–(1,319)(10,706)(4,429)(1,251)

9,679

5,249

5,249

3,997

8. <<Reference>> Consolidated Financial Statements of the Company Excluding Shimadaya (Unaudited)
The proforma data have been prepared by the Company in accordance with accounting standards adopted by the Company
for the purpose of providing information to the general public. Accordingly, Tokai Audit Corporation, which is theCompany’s auditing firm, has inspected but not audited the data.
(1) Consolidated balance sheets(Millions of yen)
As of March 31, 2023
AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Merchandise and finished goods
Raw materials and supplies
Accounts receivable - other
Advance payments to suppliers
Income taxes refund receivable
Consumption taxes refund receivable
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures
Accumulated depreciation
Buildings and structures, net
Machinery, equipment and vehicles
Accumulated depreciation
Machinery, equipment and vehicles, net
Tools, furniture and fixtures
Accumulated depreciation
Tools, furniture and fixtures, net
LandConstruction in progress
Total property, plant and equipment
Intangible assets
Other
Total intangible assets
Investments and other assets
Investment securities
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets- 16 -

As of March 31, 2024

15,25768
12,29914,251
6,881
1,710
1,158
2,098
654
4,834
(0)
59,21325,96151
14,833
13,551
6,652
980
564
211
769
1,265
(0)
64,842

690
(426)
263
155
(100)
55
3,228
(2,800)
428
425
16
1,188

693
(450)
243
167
(117)
50
3,452
(3,113)
339
434
16
1.083

3,342
3,342

3,633
3,633

9,385
1,081
492
(8)
10,951
15,482
74,696

2,439
512
482
(26)
3,408
8,126
72,969(Millions of yen)
As of March 31, 2023
Liabilities
Current liabilities
Notes and accounts payable - trade
Electronically recorded obligations - operating
Accrued expenses
Income taxes payable
Accounts payable - other
Contract liabilities
Deposits received
Provision for bonuses for directors (and other officers)
Provision for product warranties
Other
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Retirement benefit liability
Provision for retirement benefits for directors (and otherofficers)
Provision for recycles
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Total net assets
Total liabilities and net assets- 17 -

As of March 31, 2024

13,003
742
1,214
218
2,346
4,432
7,564
15
74
316
29,92912,343
1,263
1,134
302
2,796
4,680
113
7
67
350
23,059

22
638

169
169

501

790

140
10
1,312
31,242

139
14
1,282
24,342

1,000
250
42,093(267)
43,0761,000
250
46,994(756)
47,487

606
31
(31)
(229)
377
43,45374,696

842
150
(4)
151
1,139
48,626
72,969(2) Consolidated statements of income and consolidated statements of comprehensive income
Consolidated statements of income(Millions of yen)
Fiscal year ended
March 31, 2023
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity method
Other
Total non-operating income
Non-operating expenses
Interest expenses
Foreign exchange losses
Share of loss of entities accounted for using equity method
Commission expenses
Depreciation
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sale of investment securities
Gain on sale of shares of subsidiaries and associates
Gain on reversal of share acquisition rights
Total extraordinary income
Extraordinary losses
Loss on retirement of non-current assets
Loss on valuation of investment securities
Loss on litigation
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to owners of parent- 18 -

Fiscal year ended
March 31, 2024

108,466
82,013
26,452
24,142
2,310

106,801
82,387
24,41325,167
(753)

0
93
147
54
295

0
60
–
92
153

4
220
–
6
2
62
297
2,308

1
188
26
5
2
75
300
(900)

–
–
22
22

23
1,997
–
2,021

9
166
410
586
1,745
756
(267)
489
1,255
1,255

11
–
–
11
1,109
764
(142)
621
487
487

Consolidated statements of comprehensive income(Millions of yen)
Fiscal year ended
March 31, 2023
ProfitOther comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans, net of tax
Share of other comprehensive income of entities accounted forusing equity method
Total other comprehensive income
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to owners of parent- 19 -

Fiscal year ended
March 31, 2024

1,255

487

4
(212)
46
106

231
119
83
347

3

(19)

(50)
1,204

762
1,249

1,204

1,249

(3) Consolidated statements of cash flows(Millions of yen)
Fiscal year ended
March 31, 2023
Cash flows from operating activities
Profit before income taxes
Depreciation
Increase (decrease) in provision for product warranties
Interest and dividend income
Share of loss (profit) of entities accounted for using equity
methodInterest expenses
Loss on litigation
Loss (gain) on sale of shares of subsidiaries and associates
Loss (gain) on sale of investment securities
Loss (gain) on valuation of investment securities
Gain on reversal of share acquisition rights
Increase (decrease) in retirement benefit liability
Decrease (increase) in trade receivables
Decrease (increase) in inventories
Increase (decrease) in trade payables
Other, net
SubtotalInterest and dividends received
Interest paid
Payments for loss on litigation
Income taxes paid
Income taxes refund
Net cash provided by (used in) operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of shares of subsidiaries and associates
Proceeds from sale of shares of subsidiaries resulting in change
in scope of consolidation
Purchase of short-term and long-term investment securities
Proceeds from sale and redemption of short-term and long- term
investment securities
Effect of exclusion of Shimadaya Corporation fromconsolidation
Other, net
Net cash provided by (used in) investing activities
Cash flows from financing activities
Purchase of treasury shares
Dividends paid
Net cash provided by (used in) financing activities
Effect of exchange rate change on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

Fiscal year ended
March 31, 2024

1,745
842
(5)
(93)

1,109
1,673
(7)
(60)

(147)

26

4
410
–
–
166
(22)
(126)
747
(307)
610
(2,511)
1,312
494
(3)
(410)
(3,811)58(2,361)1–(1,997)
(23)
–
–
(474)
(1,691)
1,010
(714)
2,656
1,507
463
(2)
–
(2,070)
2,103
2,001

(474)
12
(2,027)–(550)
5(1,437)
8,811

91

–

(6,838)(1)

13,377

49

3,363

4,280

–
7,504

(15)
11,142(57)(2,024)(2,082)40
3,101
12,155
15,257(489)(2,017)(2,506)66
10,703
15,25725,961

Note: This document was prepared for the sole purpose of providing information on the Spin-off to the general public, and not for the
purpose of soliciting investment or offering any securities of the Company or its subsidiaries, whether in Japan or overseas.

-20-