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Copyright © Umios Corporation Copyright © Umios Corporation Umios 株式会社 Strategic Acquisition of High Liner Foods Incorporated Expanding our global capabilities to create value across the Umios Group October 26, 2026 Umios Corporation (TSE Prime: 1333)
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Copyright © Umios Corporation Compelling Strategic Rationale – 2 Creating a vertically integrated global protein leader, from procurement to the consumer’s table + Combines significant marine resource access and a global procurement network with a leading North American value- added processing platform Umios’ resource access and global sourcing, together with High Liner Foods’ processing, trusted brands and distribution, create a vertically integrated business from procurement to table, capturing more value from Alaska pollock and other resources Strengthens Umios’ presence in the North American market High Liner Foods’ leading foodservice and retail positions in the U.S. and Canada provide Umios an established platform to expand downstream and bring a broader range of seafood products to North American customers Unlocks innovation opportunities Pairs Umios’ species access and processing technology with High Liner Foods’ product development and marketing capabilities and differentiated brands to accelerate innovation and strengthen the combined company’s position as a solutions provider to customers Advances Umios’ long-term vision A significant step toward expanding Umios’ globally connected value cycle to deliver sustainable, high-quality protein worldwide, furthering its ambition to rank among the world’s top ten protein providers
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Copyright © Umios Corporation Founded in 1899 in Lunenburg, Nova Scotia, Canada (127 years in business) Processes and sells high value-added frozen seafood products under its own brands and private brand (PB) labels for the foodservice and retail markets in the U.S. and Canada Global procurement network spanning 15 major species across aquaculture and wild catch fisheries Public listing: TSX (Toronto Stock Exchange): HLF (public since 1967) Portfolio of established, trusted brands: High Liner Foods Incorporated (“High Liner Foods") 3 Introduction to High Liner Foods Leading Market Position1 Business Mix and Key Financial Statistics Scaled North American Production Footprint U.S. #1 Value-added frozen seafood, foodservice U.S. #1 Prepared frozen fish, retail U.S. #3 Value-added frozen seafood, retail Canada #1 Frozen fish, retail Canada #1 Value-added frozen seafood, all channels Source: Q2 2026 company filings; August 2026 investor presentation; 2025 Annual Information Form 1. August 2026 investor presentation; based on Circana (U.S.) and Nielsen (Canada) data for periods ending between March and May 2026 2. Adjusted EBITDA is a non-IFRS financial measure A North American leader in branded and value-added frozen seafood Lunenburg, NS Capacity: Approx. 20,000 tons Capabilities: Pan-seared and breaded & battered production Customers: Canadian retail and foodservice Newport News, VA Capacity: Approx. 30,000 tons Capabilities: Grilled, fillet and coated seafood; foodservice shipping hub Customers: U.S. QSR and foodservice Portsmouth, NH Capacity: Approx. 30,000 tons Capabilities: Fish sticks, and par-fried breaded & battered fillets Customers: U.S. retail, club and foodservice Headquarters Office / Cold Storage Value-added plants 2025A Geographic Sales Mix 76% U.S. 24% Canada 2025A Channel Sales Mix 62% Foodservice 38% Retail USD 1,123 mlnNet sales USD 94 mlnAdj. EBITDA2 LTM Q2 2026A
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Copyright © Umios Corporation Transaction Overview 4 Building on a long-standing commercial relationship to drive growth in North America Target High Liner Foods Incorporated (TSX:HLF) Acquisition price Approx. CAD 804 million / approx. JPY 89 billion1 (CAD 27.00 per share) Acquisition structure and approvals Utilizing a court-approved Plan of Arrangement (“PoA”)2 under the Nova Scotia Companies Act High Liner Foods’ Board of Directors, on the unanimous recommendation of a Special Committee of independent directors, has unanimously approved the transaction and recommends that shareholders vote in favor Voting support agreements with holders of approx. 45.4% of outstanding shares, including Thornridge Holdings Limited and each director and officer of High Liner Foods Subject to approval by 75% of votes cast by High Liner Foods shareholders, the Supreme Court of Nova Scotia, the Competition Act (Canada) and the U.S. HSR Act Upon completion, High Liner Foods will be delisted from the TSX and become a wholly owned subsidiary of Umios Expected closing Expected to be completed in January 2027 (fourth quarter of the fiscal year ending March 2027), subject to regulatory approvals and other closing conditions Funding Primarily funded by interest-bearing debt and cash on hand 1. Converted at an exchange rate of CAD 1 = JPY 111 2. General acquisition procedure for public company acquisitions in Canada
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Copyright © Umios Corporation UPSTREAM DOWNSTREAM Value chain Two-way integration What each brings Alaskan Resources Access to Alaska pollock, cod and crab in the Bering Sea Primary processing Surimi and fillets Resources Marine, Meat, Agriculture resources from approx. 70 countries and regions Processing Value-added production Prepared and processed products Customers B2B, B2C, and PB products across North America + Collaboration enabled by this M&A Upstream: stable, traceable raw material supply; securing a diverse range of fish species; processing know-how Downstream: customer insight guides sourcing, processing and product development (a consumer-driven value cycle) One of the world’s largest seafood and marine-protein companies (approx. JPY 1.1 trillion in net sales) Global procurement and distribution network across species (handling approximately 1.77 million tons of marine resources annually) Leading Alaska pollock supplier (approx. 26% share of U.S. Bering Sea) R&D processing technology and food product supply capabilities Development of and innovation in high value-added products Trusted brands, including High Liner, Fisher Boy, Sea Cuisine, Mrs. Paul’s and Van de Kamp’s Deep, long-standing relationships with key customers: – Major distributors and national accounts – Restaurant chains – Grocery, mass and club retail – Non-profit institutions such as schools and hospitals Creating a Leading Vertically Integrated Platform 5
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Copyright © Umios Corporation 6 As global seafood consumption evolves, Umios and High Liner Foods bring together complementary strengths to establish a global value-added platform North American Retail Frozen Seafood Market² USD 3.1 bln USD 3.6 bln 2025 2030E Enhancing Our Position and Growth Opportunities as a Global Value-Added Protein Leader North America Is a Large and Attractive Growth Market Note: Converted at an exchange rate of USD 1 = JPY 158 1. Umios disclosure materials for the fiscal year ended March 2026; High Liner Foods disclosure materials for the fiscal year ended December 2025 2. Euromonitor; measured retail sales for the U.S. and Canada CAGR 3.1% Complementary Regional Platforms Powering our “Glocal” Strategy Europe (Umios Expansion) Japan & Asia (Umios Core) North America (High Liner Foods Core) Net Sales by Geography1 Japan Overseas Pre-transaction JPY 834.2 bln | 75% JPY 271.7 bln | 25% Pro forma JPY 834.2 bln | 66% JPY 434.0 bln | 34%
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Copyright © Umios Corporation Financial Highlights 7 Achieving significant scale expansion and improved profit margins while maintaining financial discipline Global Scale Expansion Significantly expanding our global presence by advancing our “glocal” strategy with High Liner Foods, which has strong, established brands in North America. Improved Profit Margins Through High Liner Foods' high value-added portfolio, shifting to an earnings structure with higher margins that is less susceptible to market conditions. Synergies Synergies in sourcing, cross-selling, research and development (R&D), and new product development. Maintaining Financial Discipline Maintaining an appropriate financial balance. Returning financial leverage to the target range after closing of the transaction (see slide 9 for details). Taking a Major Step Forward on Our Long-term Vision • A major step toward building a consumer-driven, vertically integrated value cycle in North America • Connecting our upstream resource strengths with downstream processing, brands and distribution Key Financial Targets 7% ROIC target 70%+ Overseas ordinary income ratio
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Copyright © Umios Corporation Appendix 8
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Copyright © Umios Corporation Outlook for Capital Allocation Policy Following the Acquisition 9 Cash Generation Cash Allocation Accelerate Improving Asset Efficiency Reduce cross-shareholdings Sell real estate holdings Sale of logistics subsidiaries, etc. Further acceleration Going a step further in business structure reforms to reduce invested capital Reduction of working capital (shortening CCC) Focus on Cash Generation Maintain Shareholder Return Policy Dividend payout ratio of 30% or more + progressive dividends Shareholder returns of JPY 20 bln or more Accelerate Selective and Focused Investments Continue reviewing and prioritizing existing investments alongside business portfolio reviews Utilize Executing Growth Investments Strengthen European operations (additional acquisition of UFGE2 shares) Pet food M&A (PWI3) Strengthen downstream operations in North America (High Liner Foods), etc. 1 As of May 2026 announcement 2 Umios Food Group Europe 3 Pet World International This acquisition is a strategic investment aligned with the growth strategy under our Mid-term Management Plan and will be executed within the 140 billion yen growth investment budget, with no change to our shareholder return policy Cash-in from the Above Intiatives approx. JPY 16.5 bln FY Mar/261 approx. JPY 110.0 bln FY Mar/27 and FY Mar/28 total (projected) ＋Operation Cash Flow
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Copyright © Umios Corporation Transaction Timeline (Expected) 10 Arrangement Agreement Execution › Oct. 2026 Notification to regulatory authorities Interim Court Approval › Nov. 2026 Completion of regulatory review High Liner Foods Shareholders’ Meeting › Dec. 2026 • Regulatory approvals (Canadian Competition Act, HSR Act) • Final Court Order Jan. 2027 › Closing (Expected) 1 Subject to regulatory approvals and other closing conditions Approval by at least 75% of the votes cast by shareholders Q4 of the fiscal year ending March 2027 Jan. 20271
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Copyright © Umios Corporation Thank You Contact Information: Corporate Planning Department Investor Relations Group Umios Corporation E-mail: ir-info@umios.com - This material contains forward-looking statements, including projections, plans, policies, management strategies, targets, schedules, understandings and evaluations, about Umios and its group companies that are not historical facts. These forward-looking statements are based on current forecasts, estimates, assumptions, plans, beliefs and evaluations in light of information currently available to management. In preparing forecasts and estimates, Umios and its group companies have used, as their basis, certain assumptions as necessary, in addition to confirmed historical facts. However, due to their nature, there is no guarantee that these statements and assumptions will prove to be accurate in the future. Umios therefore wishes to caution readers that these statements, facts and certain assumptions are subject to a number of risks and uncertainties and may prove to be inaccurate. - This material contains unaudited information, and Umios makes no representation as to its accuracy or completeness. - This material has been designed as part of Umios’ public relations and IR activities. It was not created with the purpose of soliciting investors to buy or sell Umios’ stock or any other securities This document is an excerpt translation of the original Japanese document and is only for reference purpose. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.
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