Interim report
Page 1
i Summary of Consolidated Financial Statements for the Fiscal Year Ended November 30, 2025 [JAPAN GAAP] January 14, 2026 Listed company name: Kewpie Corporation Listed exchange: Tokyo Stock Exchange Securities code: 2809 URL: https://www.kewpie.com/en/ Representative: Mitsuru Takamiya, Representative Director, President and Chief Executive Corporate Officer Contact: Takumi Tomita, Corporate Officer in charge of Accounting and Finance Scheduled date for ordinary general meeting of shareholders: February 26, 2026 Scheduled date for dividend payment: February 6, 2026 Scheduled date for filing annual securities report: February 24, 2026 Supplementary data: Yes Results briefing: Yes (for corporate investors and investment analysts) (Amounts are rounded down to the nearest million yen.) 1. Consolidated business results for the fiscal year ended November 30, 2025 (From December 1, 2024 to November 30, 2025) (1) Consolidated operating results (Percentage figures show changes from the previous year.) Net sales Operating income Ordinary income Profit attributable to owners of parent Millions of yen % Millions of yen % Millions of yen % Millions of yen % Fiscal year 2025 513,417 6.1 34,628 0.9 37,389 1.4 30,506 42.4 Fiscal year 2024 483,985 6.4 34,329 74.3 36,874 80.0 21,419 62.6 (Note) Comprehensive income: Fiscal year 2025 ¥43,819 million (Increase of 41.7%) Fiscal year 2024 ¥30,933 million (Increase of 28.9%) Earnings per share Earnings per share (diluted) Return on equity Ordinary income to total assets Operating income to net sales Yen Yen % % % Fiscal year 2025 220.63 – 9.7 7.9 6.7 Fiscal year 2024 154.10 – 7.3 8.3 7.1 (Reference) Equity in earnings or losses of affiliates: Fiscal year 2025 ¥1,632 million Fiscal year 2024 ¥1,371 million (2) Consolidated financial position Total assets Net assets Equity ratio Net assets per share Millions of yen Millions of yen % Yen As of November 30, 2025 480,531 347,600 67.4 2,328.49 As of November 30, 2024 462,372 331,638 65.4 2,174.74 (Reference) Shareholders' equity: As of November 30, 2025 ¥324,064 million As of November 30, 2024 ¥302,292 million (3) Consolidated cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Cash and cash equivalents at the end of the fiscal year Millions of yen Millions of yen Millions of yen Millions of yen Fiscal year 2025 31,802 (16,905) (30,102) 65,849 Fiscal year 2024 63,126 (23,893) (21,126) 80,512
Page 2
ii 2. Dividends Annual dividend per share Total amount of dividends Dividend payout ratio (Consolidated) Dividend on equity ratio (Consolidated) End of 1st quarter End of 2nd quarter End of 3rd quarter Year- end Total Yen Yen Yen Yen Yen Millions of yen % % Fiscal year 2024 – 23.00 – 31.00 54.00 7,506 35.0 2.6 Fiscal year 2025 – 32.00 – 32.00 64.00 8,901 29.0 2.8 Fiscal year 2026 (Forecast) – 32.00 – 33.00 65.00 35.1 (Note) The amount of year-end dividend for fiscal year 2025 is a forecast and it will be determined at the meeting of the Board of Directors to be held on January 21, 2026. The annual dividend per share stated as the fiscal year 2025 includes a dividend of ¥10 to commemorate the 100th anniversary of the launch of Kewpie Mayonnaise. 3. Forecasts of consolidated operating results for the fiscal year ending November 30, 2026 (From December 1, 2025 to November 30, 2026) (Percentage figures show changes from the previous year.) Net sales Operating income Ordinary income Profit attributable to owners of parent Earnings per share Millions of yen % Millions of yen % Millions of yen % Millions of yen % Yen Year ending November 30, 2026 530,000 3.2 38,000 9.7 40,000 7.0 25,500 (16.4) 184.95 * Notes (1) Significant changes in the scope of consolidation during the period: None (2) Changes in accounting policies and estimates, and restatements a) Changes in accounting policies due to revision of accounting standards: Yes b) Changes in accounting policies due to reasons other than "a)" (above): None c) Changes in accounting estimates: None d) Restatements: None (3) Number of issued shares (common stock) a) Number of issued shares at the end of the period (including treasury stock): November 30, 2025 141,500,000 shares November 30, 2024 141,500,000 shares b) Number of shares of treasury stock at the end of the period: November 30, 2025 2,326,558 shares November 30, 2024 2,498,321 shares c) Average number of shares during the period: December 1, 2024 to November 30, 2025 138,266,241 shares December 1, 2023 to November 30, 2024 139,002,362 shares (Reference) Overview of non-consolidated business results Non-consolidated business results for the fiscal year ended November 30, 2025 (From December 1, 2024 to November 30, 2025) (1) Non-consolidated operating results (Percentage figures show changes from the previous year.) Net sales Operating income Ordinary income Profit Millions of yen % Millions of yen % Millions of yen % Millions of yen % Fiscal year 2025 211,682 3.0 8,237 (10.1) 21,409 16.8 25,244 88.7 Fiscal year 2024 205,599 6.6 9,166 200.5 18,330 93.0 13,380 36.9 Earnings per share Earnings per share (diluted) Yen Yen Fiscal year 2025 182.58 – Fiscal year 2024 96.26 –
Page 3
iii (2) Non-consolidated financial position Total assets Net assets Equity ratio Net assets per share Millions of yen Millions of yen % Yen As of November 30, 2025 298,875 191,529 64.1 1,376.19 As of November 30, 2024 282,839 171,445 60.6 1,233.40 (Reference) Shareholders' equity: As of November 30, 2025 ¥191,529 million As of November 30, 2024 ¥171,445 million * The summary of consolidated financial statements is outside the scope of audit by certified public accountants or an audit corporation. * Statement for an appropriate usage of the forecasts of operating results and other special notes (Caution regarding forward-looking statements, etc.) The forecasts and other forward looking statements contained in this summary are based on the information currently available to the Company and certain assumptions considered reasonable by the Company. Therefore, they are not guaranteed to be achieved by the Company. As a result, the forecasts of operating results may differ significantly from the actual operating results due to various factors. With respect to the assumptions underlying the forecast of operating results and cautionary notes concerning the use thereof, please refer to "I. Overview of operating results and others, 1. Overview of op erating results for the fiscal year under review, (ii) Future outlook" on page 3 of the attached material.
Page 4
1 Attached Material Table of contents l. Overview of operating results and others .................................................................................................... 2 1. Overview of operating results for the fiscal year under review ................................................................... 2 2. Overview of financial position for the fiscal year under review ................................................................... 5 3. Basic policy on earnings distributions, and dividends for the recent and next fiscal years ......................... 6 II. Basic policy regarding selection of accounting standards ........................................................................ 6 III. Consolidated financial statements and major notes ................................................................................... 7 1. Consolidated Balance Sheets .................................................................................................................... 7 2. Consolidated Statements of Income and Consolidated Statements of Comprehensive Income ................ 9 (Consolidated Statements of Income) ........................................................................................................ 9 (Consolidated Statements of Comprehensive Income) ............................................................................ 10 3. Consolidated Statements of Changes in Net Assets ................................................................................. 11 4. Consolidated Statements of Cash Flows ................................................................................................. 13 5. Notes Regarding Consolidated Financial Statements .............................................................................. 15 (Notes regarding assumption of a going concern) ................................................................................... 15 (Changes in accounting policies) ............................................................................................................. 15 (Business combinations) .......................................................................................................................... 15 (Notes regarding segment information) .................................................................................................... 17 (Per share information) ....................................................................................................... ..................... 22 (Significant subsequent events) ............................................................................................................... 22 IV. Other .............................................................................................................................................................. 24 Changes in Corporate Auditors (effective as of February 26, 2026) ............................................................... 24
Page 5
2 l. Overview of operating results and others 1. Overview of operating results for the fiscal year under review (i) Operating results for the fiscal year under review The business environment surrounding the Company and its consolidated subsidiaries and affiliates (the "Group") during the consolidated fiscal year ended November 30, 2025 ("Current fiscal year") remained unstable, mainly due to uncertainties regarding the policies of each country, geopolitical risks, and fluctuations in exchange rates. Domestically, despite improvement in the income situation and recovery of inbound consumption, the business environment remained challenging mainly due to increasing budget- mindedness among consumers due to a rise in food prices, as well as surging raw material prices. In particular, egg prices remained at a high level due to supply decreases caused by the highly pathogenic avian influenza and extreme heat, as well as rising production costs. Additionally, fluctuations in vegetable prices due to unseasonable weather also affected the revenue for this period. Under this business environment, in the overseas business, the Group promoted the enhancement of supply capacity and the improvement of production efficiency through the full-scale operation of new plants in the Asia-Pacific and the Americas. Additionally, the Group focused on expanding local demand through initiatives to promote the Kewpie brand recognition and proposal-based promotions in tune with local cuisine. Domestically, the Group strengthened the development of high value-added products that meet diversifying needs, and implemented reasonable price revisions reflecting a hike in raw material prices. Additionally, the Group has promoted production automation by introduction of robots, and dealt with improving profitability and productivity. Furthermore, the Group has systematically implemented investments into human capital, sustainability and new domains in order to build a foundation for medium- to long-term growth. As a consequence, net sales for the Current fiscal year increased due to continuous growth in overseas business, in addition to a recovery in sales of egg products, and higher demand and unit prices for cut vegetables in the domestic market. Operating income increased primarily due to an increase in overseas sales and penetration of domestic price revisions, de spite the impact of prolonged price hikes for primary raw materials and rising logistics costs. Profit attr ibutable to owners of parent increased reflecting an increase in operating income, as well as extraordinary gains on sale of former factory site. The consolidated financial results for the Current fiscal year were as follows. (Millions of yen) Previous fiscal year (From December 1, 2023 to November 30, 2024) Current fiscal year (From December 1, 2024 to November 30, 2025) Change (amount) Change (ratio) Net sales 483,985 513,417 29,432 6.1% Operating income 34,329 34,628 299 0.9% Ordinary income 36,874 37,389 515 1.4% Profit attributable to owners of parent 21,419 30,506 9,087 42.4% ◇ Business overview by segment [Breakdown of net sales] (Millions of yen) Previous fiscal year (From December 1, 2023 to November 30, 2024) Current fiscal year (From December 1, 2024 to November 30, 2025) Change (amount) Change (ratio) Retail Market 186,747 189,823 3,076 1.6% Food Service 170,086 185,584 15,498 9.1% Overseas 92,199 100,262 8,063 8.7% Fruit Solutions 17,001 17,575 574 3.4% Fine Chemicals 11,382 11,836 454 4.0% Common Business 6,568 8,334 1,766 26.9% Total 483,985 513,417 29,432 6.1%
Page 6
3 [Breakdown of operating income] (Millions of yen) Previous fiscal year (From December 1, 2023 to November 30, 2024) Current fiscal year (From December 1, 2024 to November 30, 2025) Change (amount) Change (ratio) Retail Market 14,277 12,577 (1,700) (11.9)% Food Service 11,951 11,857 (94) (0.8)% Overseas 12,467 13,586 1,119 9.0% Fruit Solutions 197 680 483 245.2% Fine Chemicals 572 712 140 24.5% Common Business 1,352 1,358 6 0.4% Company-wide expenses (6,489) (6,145) 344 – Total 34,329 34,628 299 0.9% <Retail Market> ・ Sales increased due to a rise in unit prices for condiments and cut vegetables. ・ Operating income decreased due to high raw material prices, primarily resulting from surging egg and vegetable prices. <Food Service> ・ Sales increased due to a rise in unit prices from price revisions and an increase in the sales volume of egg products. ・ Operating income decreased due to the impact of surging egg prices and high raw material prices, despite the effects of price revisions. <Overseas> ・ Sales increased amid steady sales performance in the Americas and the Asia-Pacific. ・ Operating income increased due to an increase in gros s profit driven by higher net sales, mainly in the Asia-Pacific, and efforts to enhance production and sales efficiency in China. <Fruit Solutions> ・ Both sales and operating income increased amid strong sales of jams and spreads for home use and fruit processed foods for industrial use. <Fine Chemicals> ・ Both sales and operating income increased amid strong mail order sales, despite a decrease in the sales volume of ingredients for pharmaceuticals. <Common Business> ・ Both sales and operating income increased due to higher sales of machinery for external customers and raw materials. (ii) Future outlook (Millions of yen) Fiscal year ended November 30, 2025 Forecast for fiscal year ending November 30, 2026 Change (amount) Change (ratio) Net sales 513,417 530,000 16,583 3.2% Operating income 34,628 38,000 3,372 9.7% Ordinary income 37,389 40,000 2,611 7.0% Profit attributable to owners of parent 30,506 25,500 (5,006) (16.4)% As a corporate group in the food sector which forms an essential part of human life, the Group aims to contribute to the food culture and health of the world through "great taste, empathy, and uniqueness" and has established "Kewpie Group 2030 Vision" as its long-term vision. In the Medium-term Business Plan covering the four-year period starting from the fiscal year ended November 30, 2025, under the theme of "—Change & Challenge— Improving management efficiency in mature markets and accelerating investment in growth areas", the Group will promote "contributions to food culture and health", "consideration for the environment", and "the enhancement of human capital value", along with "structural reform of domestic business" and "acceleration of global expansion", thereby creating both social and economic value and contributing to customers around the world. While the uncertain external environment will continue, the Group positions the fiscal year ending November 30, 2026 as an important year for further accelerating measures for growth. In overseas business, to effectively translate investments in new plants completed in FY2025 into tangible results, the Group will proactively create demand by strengthening brand promotion. Domestically, the Group will implement reasonable price revisions, promote automation and digitalization and carry out fundamental business
Page 7
4 structure reforms involving reorganization. In addition, the Group will further enhance the Group's overall "earning power" by expanding value-added products that contribute to solving social issues such as labor shortages, taking on challenges in new domains, and improving productivity through the increase of human capital. For details of the forecasts of consolidated operating results for the fiscal year ending November 30, 2026, please refer to the "Supplementary Data for the Fiscal Year Ended November 30, 2025".
Page 8
5 2. Overview of financial position for the fiscal year under review (i) Status of financial position ◇ Status of total assets, liabilities and net assets ・ Total assets increased by ¥18,159 million year on year to ¥480,531 million. This was mainly due to a ¥3,333 million increase in notes and accounts receivable - trade, a ¥5,000 million increase in securities, a ¥4,393 million increase in investment securities, a ¥11,850 million increase in assets for retirement benefits, a ¥3,549 million increase in long-term time deposits included in other under investments and other assets, and a ¥12,541 million decrease in cash and deposits. ・ Total liabilities increased by ¥2,196 million year on year to ¥132,930 million. This was mainly due to a ¥2,822 million increase in accrued income taxes, a ¥4,551 million increase in deferred tax liabilities, a ¥1,527 million decrease in accounts payable - other included in other under current liabilities, a ¥1,559 million decrease in consumption taxes payable, a ¥1,208 million decrease in advances received, and a ¥434 million decrease in contract liabilities. ・ Total net assets increased by ¥15,962 million year on year to ¥347,600 million. This was mainly due to a ¥21,743 million increase in earned surplus and a ¥7,477 million decrease in capital surplus. (ii) Status of cash flows (Millions of yen) Previous fiscal year (From December 1, 2023 to November 30, 2024) Current fiscal year (From December 1, 2024 to November 30, 2025) Change Cash flows from operating activities 63,126 31,802 (31,324) Cash flows from investing activities (23,893) (16,905) 6,988 Cash flows from financing activities (21,126) (30,102) (8,976) Effects of exchange rate changes on cash and cash equivalents (27) 541 569 Increase (decrease) in cash and cash equivalents 18,079 (14,663) (32,742) Cash and cash equivalents at the beginning of the fiscal year 62,433 80,512 18,079 Cash and cash equivalents at the end of the fiscal year 80,512 65,849 (14,663) ・ Cash and cash equivalents at the end of the Current fiscal year amounted to ¥65,849 million, which represents a decrease of ¥14,663 million from the end of the previous fiscal year. Status of cash flows is as follows: Net cash provided by operating activities came to ¥31,802 million for the Current fiscal year, compared with ¥63,126 million provided in the previous fiscal year. This was the result of profit before income taxes of ¥47,517 million, depreciation and amortization of ¥18,291 million, gains on sales and disposal of fixed assets of ¥11,362 million, and income taxes paid of ¥10,548 million. Net cash used in investing activities amounted to ¥16,905 million for the Current fiscal year, compared with ¥23,893 million used in the previous fiscal year. This was the result of purchases of tangible fixed assets of ¥15,594 million, proceeds from sales of tangible fixed assets of ¥11,217 million, and payments into time deposits of ¥19,386 million. Net cash used in financing activities amounted to ¥30,102 million for the Current fiscal year, compared with ¥21,126 million used in the previous fiscal year. This was the result of cash dividends paid of ¥8,757 million, cash dividends paid to non-controlling interests of ¥3,420 million, and purchase of treasury stock of ¥16,288 million. Movements in the principal cash flow-related indicators of the Group, on a consolidated basis, are as follows. Fiscal year 2021 Fiscal year 2022 Fiscal year 2023 Fiscal year 2024 Fiscal year 2025 Equity ratio (%) 64.5 66.4 66.2 65.4 67.4 Equity ratio based on market value (%) 84.2 84.3 84.2 103.4 127.6 Interest-bearing debt to cash flows ratio (years) 1.1 1.2 1.4 0.4 0.7 Interest coverage ratio (times) 159.0 110.6 61.1 202.5 113.0 (Notes) Equity ratio = Shareholders' equity / Total assets Equity ratio based on market value = Total market value of the stock / Total assets Interest-bearing debt to cash flows ratio = Interest-bearing debt / Cash flows Interest coverage ratio = Cash flows / Interest paid * Each index is calculated based on consolidated financial figures.
Page 9
6 * Total market value of the stock is calculated by multiplying the final market price by the number of issued shares at the end of fiscal year (excluding treasury stock). * Interest-bearing debt includes all consolidated balance sheet-reported liabilities on which interest is paid. * Cash flows and Interest paid are the same figures as found under "Net cash provided by (used in) operating activities" and "Interest paid" reported in the Consolidated Statements of Cash Flows, respectively. 3. Basic policy on earnings distributions, and dividends for the recent and next fiscal years The Company recognizes the sustainable increase of corporate value and the appropriate return of profit to its shareholders as two of its top priority management issues. Under the Medium-term Business Plan for the fiscal year 2025 ("FY2025") to the fiscal year 2028 ("FY2028"), the Company will focus on management driven by "business strategy" and "financial strategy", as well as management that is conscious of capital costs, and by shifting the "financial strategy" to a policy that emphasizes greater efficiency, the Company aims to achieve both improved capital efficiency and financial soundness. Allocation of funds is based on investment for medium- to long-term growth and appropriate return of profit to shareholders. The Company will execute the investment framework totaling ¥100,000 million as planned, which has been set in the Medium-term Business Plan, and promote the acceleration of growth in overseas business, the enhancement of efficiency of domestic business, digital transformation, and investment in new domains. The Company's policy is to also consider investments that contribute to future growth, such as M&A and alliances, and utilize funds for growth without excessively accumulating cash. In determining dividends under the Medium-term Business Plan through FY2028, the Company sets a minimum annual dividend per share target of ¥54, and while incrementally raising this amount, aims for an accumulated total return ratio over these four fiscal years of 50% or more. The Company intends to purchase treasury shares flexibly, giving consideration to stock price trends and financial conditions. The Articles of Incorporation of the Company stipulate that the Company can distribute dividends from surplus twice a year, comprising interim and year-end dividends by the resolutions of the Board of Directors pursuant to the provisions of Article 459, Paragraph 1 and Article 454, Paragraph 5 of the Companies Act. Based on the above, for FY2025, the Company expects to distribute an annual dividend of ¥64 per share, comprising an interim dividend of ¥32 (including a dividend of ¥5 to commemorate the 100th anniversary of the launch of Kewpie Mayonnaise) and a year-end dividend of ¥32 (including a dividend of ¥5 to commemorate the aforementioned anniversary). For t he fiscal year ending November 30, 2026, the Company expects to distribute an annual dividend of ¥65 per share, consisting of an interim dividend of ¥32 and a year-end dividend of ¥33. The Company is a company to which consolidated dividend regulations apply, meaning that it calculates the distributable amount for dividends on a consolidated basis (if the amount calculated on a consolidated basis is smaller than the amount calculated on a non-consolidated basis). II. Basic policy regarding selection of accounting standards To ensure comparability among companies and with past years, the Group prepares its consolidated financial statements in accordance with the "Regulation on Terminology, Forms and Preparation Methods of Consolidated Financial Statements (excluding Chapters VII and VIII)" (Order of the Ministry of Finance No. 28 of 1976). The Group will appropriately work on adopting International Financial Reporting Standards, taking domestic and international conditions into consideration.
Page 10
7 III. Consolidated financial statements and major notes 1. Consolidated Balance Sheets (Millions of yen) Previous fiscal year (As of November 30, 2024) Current fiscal year (As of November 30, 2025) Assets Current assets Cash and deposits 78,139 65,598 Notes and accounts receivable - trade 71,782 75,115 Securities 10,000 15,000 Purchased goods and products 25,172 25,282 Work in process 1,948 2,016 Raw materials and supplies 12,741 14,964 Other 4,529 6,123 Allowances for doubtful accounts (588) (735) Total current assets 203,727 203,365 Fixed assets Tangible fixed assets Buildings and structures 159,972 170,414 Accumulated depreciation (100,477) (104,155) Net book value 59,494 66,259 Machinery, equipment and vehicles 153,476 161,197 Accumulated depreciation (114,753) (120,417) Net book value 38,722 40,779 Land 29,475 29,001 Lease assets 5,655 6,052 Accumulated depreciation (2,258) (2,705) Net book value 3,396 3,347 Construction in progress 14,266 5,400 Other 13,555 15,182 Accumulated depreciation (11,513) (12,016) Net book value 2,042 3,165 Total tangible fixed assets 147,398 147,954 Intangible fixed assets Goodwill – 73 Software 13,686 13,098 Other 5,316 4,499 Total intangible fixed assets 19,003 17,672 Investments and other assets Investment securities 51,178 55,571 Long-term loans receivable 136 498 Assets for retirement benefits 34,584 46,434 Deferred tax assets 2,011 1,469 Other 4,422 7,652 Allowances for doubtful accounts (90) (88) Total investments and other assets 92,243 111,538 Total fixed assets 258,645 277,166 Total assets 462,372 480,531
Page 11
8 (Millions of yen) Previous fiscal year (As of November 30, 2024) Current fiscal year (As of November 30, 2025) Liabilities Current liabilities Accounts payable - trade 44,777 44,660 Short-term loans payable 2,271 7,202 Current portion of bonds – 10,000 Accrued expenses 2,013 2,092 Accrued income taxes 5,425 8,247 Reserves for bonuses 1,883 1,970 Reserves for directors′ bonuses 121 84 Other 34,747 30,721 Total current liabilities 91,239 104,979 Non-current liabilities Bonds 10,000 – Long-term loans payable 5,500 – Lease obligations 3,785 3,592 Deferred tax liabilities 15,532 20,083 Liabilities for retirement benefits 2,004 1,891 Asset retirement obligations 273 167 Other 2,398 2,215 Total non-current liabilities 39,494 27,950 Total liabilities 130,734 132,930 Net assets Shareholders' equity Paid-in capital 24,104 24,104 Capital surplus 28,412 20,935 Earned surplus 224,209 245,952 Treasury stock (5,847) (7,912) Total shareholders' equity 270,878 283,079 Accumulated other comprehensive income Unrealized holding gains (losses) on securities 13,501 15,175 Unrealized gains (losses) on hedges (9) 61 Foreign currency translation adjustments 6,454 7,744 Accumulated adjustments for retirement benefits 11,466 18,003 Total accumulated other comprehensive income 31,413 40,984 Non-controlling interests 29,346 23,536 Total net assets 331,638 347,600 Total liabilities and net assets 462,372 480,531
Page 12
9 2. Consolidated Statements of Income and Consolidated Statements of Comprehensive Income (Consolidated Statements of Income) (Millions of yen) Previous fiscal year (From December 1, 2023 to November 30, 2024) Current fiscal year (From December 1, 2024 to November 30, 2025) Net sales 483,985 513,417 Cost of sales 336,217 362,490 Gross profit 147,767 150,927 Selling, general and administrative expenses 113,437 116,298 Operating income 34,329 34,628 Non-operating income Interest income 686 646 Dividends income 564 702 Equity in earnings of affiliates 1,371 1,632 Other 879 1,059 Total non-operating income 3,502 4,041 Non-operating expenses Interest expenses 295 265 Share exchange expenses – 304 Commission expenses 11 155 Provision of allowances for doubtful accounts 207 133 Other 444 422 Total non-operating expenses 958 1,280 Ordinary income 36,874 37,389 Extraordinary gains Gains on sales of fixed assets 54 12,099 Gains on sales of investment securities 111 26 Gains on sales of shares of subsidiaries and associates 145 – Gains on extinguishment of tie-in shares 124 – Other 17 463 Total extraordinary gains 453 12,589 Extraordinary losses Impairment losses 948 1,071 Losses on disposal of fixed assets 1,501 732 Losses on valuation of investment securities 815 294 Other 423 361 Total extraordinary losses 3,689 2,461 Profit before income taxes 33,638 47,517 Income taxes 9,083 12,730 Income taxes - deferred 144 897 Total income taxes 9,228 13,627 Profit 24,410 33,890 Profit attributable to non-controlling interests 2,990 3,383 Profit attributable to owners of parent 21,419 30,506
Page 13
10 (Consolidated Statements of Comprehensive Income) (Millions of yen) Previous fiscal year (From December 1, 2023 to November 30, 2024) Current fiscal year (From December 1, 2024 to November 30, 2025) Profit 24,410 33,890 Other comprehensive income Unrealized holding gains (losses) on securities 1,444 1,621 Unrealized gains (losses) on hedges (0) 104 Foreign currency translation adjustments (273) 1,679 Adjustments for retirement benefits 5,128 6,329 Share of other comprehensive income of entities accounted for using equity method 224 194 Total other comprehensive income 6,522 9,929 Comprehensive income 30,933 43,819 (Breakdown) Comprehensive income attributable to owners of parent 27,588 40,077 Comprehensive income attributable to non-controlling interests 3,344 3,741
Page 14
11 3. Consolidated Statements of Changes in Net Assets Previous fiscal year (From December 1, 2023 to November 30, 2024) (Millions of yen) Shareholders′ equity Paid-in capital Capital surplus Earned surplus Treasury stock Total shareholders′ equity Balance at the beginning of the Current fiscal year 24,104 28,638 209,740 (5,842) 256,639 Changes of items during the fiscal year Dividends from surplus (6,950) (6,950) Profit attributable to owners of parent 21,419 21,419 Purchase of treasury stock (4) (4) Disposal of treasury stock Change by share exchange Purchase of shares of consolidated subsidiaries (230) (230) Change of scope of consolidation Change in ownership interest of parent due to transactions with non- controlling interests 3 3 Net changes of items other than shareholders′ equity Total changes of items during the fiscal year – (226) 14,469 (4) 14,238 Balance at the end of the Current fiscal year 24,104 28,412 224,209 (5,847) 270,878 Accumulated other comprehensive income Non-controlling interests Total net assets Unrealized holding gains (losses) on securities Unrealized gains (losses) on hedges Foreign currency translation adjustments Accumulated adjustments for retirement benefits Total accumulated other comprehensive income Balance at the beginning of the Current fiscal year 11,939 (2) 7,037 6,269 25,244 29,419 311,303 Changes of items during the fiscal year Dividends from surplus (6,950) Profit attributable to owners of parent 21,419 Purchase of treasury stock (4) Disposal of treasury stock – Change by share exchange – Purchase of shares of consolidated subsidiaries (230) Change of scope of consolidation – Change in ownership interest of parent due to transactions with non- controlling interests 3 Net changes of items other than shareholders′ equity 1,561 (7) (582) 5,196 6,168 (72) 6,095 Total changes of items during the fiscal year 1,561 (7) (582) 5,196 6,168 (72) 20,334 Balance at the end of the Current fiscal year 13,501 (9) 6,454 11,466 31,413 29,346 331,638
Page 15
12 Current fiscal year (From December 1, 2024 to November 30, 2025) (Millions of yen) Shareholders′ equity Paid-in capital Capital surplus Earned surplus Treasury stock Total shareholders′ equity Balance at the beginning of the Current fiscal year 24,104 28,412 224,209 (5,847) 270,878 Changes of items during the fiscal year Dividends from surplus (8,757) (8,757) Profit attributable to owners of parent 30,506 30,506 Purchase of treasury stock (16,288) (16,288) Disposal of treasury stock 4 21 25 Change by share exchange (6,701) 14,201 7,499 Purchase of shares of consolidated subsidiaries (772) (772) Change of scope of consolidation (6) (6) Change in ownership interest of parent due to transactions with non- controlling interests (7) (7) Net changes of items other than shareholders′ equity Total changes of items during the fiscal year – (7,476) 21,742 (2,065) 12,200 Balance at the end of the Current fiscal year 24,104 20,935 245,952 (7,912) 283,079 Accumulated other comprehensive income Non-controlling interests Total net assets Unrealized holding gains (losses) on securities Unrealized gains (losses) on hedges Foreign currency translation adjustments Accumulated adjustments for retirement benefits Total accumulated other comprehensive income Balance at the beginning of the Current fiscal year 13,501 (9) 6,454 11,466 31,413 29,346 331,638 Changes of items during the fiscal year Dividends from surplus (8,757) Profit attributable to owners of parent 30,506 Purchase of treasury stock (16,288) Disposal of treasury stock 25 Change by share exchange 7,499 Purchase of shares of consolidated subsidiaries (772) Change of scope of consolidation (6) Change in ownership interest of parent due to transactions with non- controlling interests (7) Net changes of items other than shareholders′ equity 1,674 70 1,289 6,536 9,571 (5,809) 3,761 Total changes of items during the fiscal year 1,674 70 1,289 6,536 9,571 (5,809) 15,962 Balance at the end of the Current fiscal year 15,175 61 7,744 18,003 40,984 23,536 347,600
Page 16
13 4. Consolidated Statements of Cash Flows (Millions of yen) Previous fiscal year (From December 1, 2023 to November 30, 2024) Current fiscal year (From December 1, 2024 to November 30, 2025) Cash flows from operating activities Profit before income taxes 33,638 47,517 Depreciation and amortization 17,536 18,291 Impairment losses 948 1,071 Amortization of goodwill 182 8 Retirement benefit expenses 823 (1,466) Equity in losses (earnings) of affiliates (1,371) (1,632) Losses (gains) on extinguishment of tie-in shares (124) – Increase (decrease) in liabilities for retirement benefits (290) (295) Decrease (increase) in assets for retirement benefits (2,557) (1,087) Increase (decrease) in reserves for directors′ bonuses 50 (37) Increase (decrease) in reserves for bonuses 213 37 Increase (decrease) in allowances for doubtful accounts 216 137 Interest and dividends income (1,251) (1,349) Interest expenses 295 265 Losses (gains) on sales of investment securities (107) (23) Losses (gains) on sales of shares of subsidiaries and associates (145) – Losses (gains) on valuation of investment securities 815 294 Losses (gains) on sales and disposal of fixed assets 1,439 (11,362) Decrease (increase) in notes and accounts receivable - trade (7,416) (2,243) Decrease (increase) in inventories 4,229 (2,022) Increase (decrease) in notes and accounts payable - trade 11,487 (387) Increase (decrease) in accounts payable - other 4,967 (2,528) Increase/decrease in consumption taxes payable/consumption taxes refund receivable 1,850 (1,490) Increase (decrease) in long-term accounts payable (168) (51) Other 1,811 (612) Sub-total 67,072 41,032 Interest and dividends income received 1,515 1,599 Interest paid (311) (281) Income taxes refund (paid) (5,149) (10,548) Net cash provided by (used in) operating activities 63,126 31,802
Page 17
14 (Millions of yen) Previous fiscal year (From December 1, 2023 to November 30, 2024) Current fiscal year (From December 1, 2024 to November 30, 2025) Cash flows from investing activities Purchases of tangible fixed assets (18,124) (15,594) Proceeds from sales of tangible fixed assets 1,436 11,217 Purchases of intangible fixed assets (5,803) (936) Purchases of investment securities (169) (778) Proceeds from sales of investment securities 337 53 Proceeds from purchases of shares of subsidiaries resulting in change in scope of consolidation – 120 Proceeds from sales of shares of subsidiaries resulting in change in scope of consolidation 1,291 – Net decrease (increase) in short-term loans receivable (26) 57 Payments of long-term loans receivable (27) (543) Collection of long-term loans receivable 20 533 Payments into time deposits (11,231) (19,386) Proceeds from withdrawal of time deposits 9,782 9,045 Other (1,379) (695) Net cash provided by (used in) investing activities (23,893) (16,905) Cash flows from financing activities Net increase (decrease) in short-term loans payable 172 (586) Repayment of lease obligations (738) (964) Proceeds from long-term loans payable 5,000 – Repayment of long-term loans payable (15,285) (284) Cash dividends paid (6,950) (8,757) Cash dividends paid to non-controlling interests (2,623) (3,420) Purchase of treasury stock (4) (16,288) Purchase of shares of subsidiaries not resulting in change in scope of consolidation (594) – Other (102) 198 Net cash provided by (used in) financing activities (21,126) (30,102) Effects of exchange rate changes on cash and cash equivalents (27) 541 Increase (decrease) in cash and cash equivalents 18,079 (14,663) Cash and cash equivalents at the beginning of the fiscal year 62,433 80,512 Cash and cash equivalents at the end of the fiscal year 80,512 65,849
Page 18
15 5. Notes Regarding Consolidated Financial Statements (Notes regarding assumption of a going concern) Not applicable. (Changes in accounting policies) (Application of the "Accounting Standard for Current Income Taxes", etc.) The Company has applied the "Accounting Standard for Current Income Taxes" (Accounting Standards Board of Japan (ASBJ) Statement No. 27, October 28, 2022), etc. starting from the beginning of the Current fiscal year. This change in accounting policies has no material effect on the consolidated financial statements. In addition, with respect to the revised treatment in consolidated financial statements when a gain or loss on sale arising from the sale of shares of subsidiaries, etc. among consolidated companies is deferred for tax purposes, the Company has applied "Guidance on Accounting Standard for Tax Effect Accounting" (ASBJ Guidance No. 28, October 28, 2022) starting from the beginning of the Current fiscal year. This change in accounting policies has no effect on the consolidated financial statements for the previous fiscal year. (Application of the "Practical Solution on the Accounting for and Disclosure of Current Taxes Related to the Global Minimum Tax Rules") The Company has applied the "Practical Solution on the Accounting for and Disclosure of Current Taxes Related to the Global Minimum Tax Rules" (Practical Solution No. 46, March 22, 2024) starting from the beginning of the Current fiscal year. This change in accounting policies has no material effect on the consolidated financial statements. (Business combinations) (Making AOHATA Corporation a wholly owned subsidiary of the Company through a simplified Share Exchange) The Board of Directors of the Company and AOHATA Corporation ("AOHATA") respectively resolved on July 3, 2025 to implement a share exchange reorganization (the "Share Exchange") by which the Company will become a wholly owning parent company resulting from the Share Exchange and AOHATA will become a wholly owned subsidiary resulting from the Share Exchange, and the Company and AOHATA executed a share exchange agreement (the "Share Exchange Agreement") on the same day. The Share Exchange was implemented pursuant to the Share Exchange Agreement, which was approved by the resolution of an extraordinary general meeting of shareholders of AOHATA held on September 25, 2025. The Company implemented the Share Exchange through the simplified Share Exchange procedures, without obtaining approval by a resolution of a general meeting of shareholders for the execution of the Share Exchange Agreement, as prescribed in Article 796, Par agraph 2 of the Companies Act (Act No. 86 of 2005, as amended; the same applies hereinafter). In addition, shares of common stock of AOHATA were delisted from the Standard Market of the Tokyo Stock Exchange, Inc. on October 30, 2025 (with a final trading date of October 29, 2025). 1. Outline of the Share Exchange (1) Name and the business of a wholly owned subsidiary resulting from the Share Exchange Name: AOHATA Corporation Business: Manufacture, sale and import/export of processed fruit products and pre-cooked foods (2) Purpose of the Share Exchange The Company and AOHATA decided to implement the Share Exchange based on the judgment that creating an environment where cooperative framework for information and human resources can be strengthened more than ever before and management can be promoted under a prompt decision-making system is the best way to maximi ze the corporate value of the entire group in the long term. (3) Date of the business combination November 1, 2025 (effective date of the Share Exchange) November 30, 2025 (deemed acquisition date) (4) Legal form of the Share Exchange By the Share Exchange, the Company will become a wholly owning parent company resulting from the Share Exchange and AOHATA will become a wholly owned subsidiary resulting from the Share Exchange. The Company executed the Share Exchange through the simplified Share Exchange procedures under Article 796, Paragraph 2 of t he Companies Act, which do not require approval from the general meeting of shareholders. In addition, the Share Exchange Agreement was approved at AOHATA's extraordinary general meeting of shareholders held on September 25, 2025. (5) Name of combined enterprise AOHATA Corporation
Page 19
16 2. Matters relating to calculation, etc. of acquisition cost (1) Acquisition cost of acquired enterprise and breakdown thereof Consideration for the acquisition Common stock (treasury stock) ¥18,298 million Acquisition cost ¥18,298 million (2) Details of the allotment in the Share Exchange The Company (wholly owning parent company resulting from the Share Exchange) AOHATA (wholly owned subsidiary resulting from the Share Exchange) Allotment ratio for the Share Exchange 1 0.91 Number of shares to be delivered in the Share Exchange Common stock of the Company: 4,153,944 shares Notes 1. In order to ensure the fairness and appropriateness of the calculation of the share exchange ratio to be used in the Share Exchange, the Company requested a third-party appraiser independent from the Company and AOHATA to calculate the share exchange ratio. 2. All shares have been delivered by the Company with treasury shares held by the Company. 3. Summary of accounting treatment In accordance with the "Accounting Standard for Business Combinations" and the "Implementation Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures", the Company accounted for the Share Exchange as transactions under common control, etc. 4. Matters concerning change in the ownership interest of parent due to transactions with non-controlling shareholders (1) Major factor of change in capital surplus Acquisition of additional shares of a subsidiary (2) Amount of capital surplus decreased by transactions with non-controlling shareholders ¥10,798 million
Page 20
17 (Notes regarding segment information) [Segment information] 1. Outline of reporting segments The Company has organized reporting segments according to markets into "Retail Market Business", "Food Service Business", "Overseas Business", "Fruit Solutions Business", "Fine Chemicals Business" and "Common Business" out of constituent operational units of the Group, for each of which the separate financial statements are available and periodic reviews are conducted so that the Board of Directors may make decisions on the allocation of management resources and evaluate business performance. The following is the overview of each segment: Retail Market: Manufactures and sells products that include mayonnaise, dressings, pasta sauces, salads, delicatessen foods, packaged salads, baby foods and nursing care foods in the retail market. Food Service: Manufactures and sells products that include mayonnaise, dressings, vinegar, liquid egg, frozen egg, dried egg and egg processed foods in the food service market. Overseas: Manufactures and sells products that include mayonnaise and dressings in the overseas markets which include China, Southeast Asia and North America. Fruit Solutions: Manufactures and sells products that include jams and frozen processed fruit products for household-use and fruit processed foods for industrial use. Fine Chemicals: Manufactures and sells products that include hyaluronic acid and egg yolk lecithin used as an ingredient for pharmaceuticals, cosmetics and food products. Common Business: Engages in sale of food products and food production equipment. 2. Method used to calculate amounts of net sales, profit or loss, assets, liabilities and others by reporting segment Accounting treatment applied to the reporting segments is in accordance with the accounting policies adopted for the preparation of the consolidated financial statements. Profit of the reporting segments is based on operatin g income. Intersegment net sales and transfers are based on prevailing market price. (Information on changes in reporting segment) Starting from the Current fiscal year, the Company has changed the criteria for allocating company-wide expenses to reflect the actual profit and loss of respective segment more accurately. Please note that the segment information for the previous fiscal year was prepared based on the new criteria for allocating company-wide expenses.
Page 21
18 3. Information on amounts of net sales, profit or loss, assets, liabilities and others by reporting segment and information on disaggregation of revenue Previous Fiscal Year (From December 1, 2023 to November 30, 2024) (Millions of yen) Retail Market Food Service Overseas Fruit Solutions Fine Chemicals Common Business Total Adjust- ments (Note 1) Amount reported on the consolidated financial statements (Note 2) Net sales Revenue from contracts with customers 186,747 170,086 92,199 17,001 11,382 6,568 483,985 – 483,985 Other revenue – – – – – – – – – Net sales to outside customers 186,747 170,086 92,199 17,001 11,382 6,568 483,985 – 483,985 Intersegment net sales or transfers 815 4,319 – 313 386 11,199 17,034 (17,034) – Total 187,562 174,405 92,199 17,315 11,768 17,768 501,020 (17,034) 483,985 Segment profit 14,277 11,951 12,467 197 572 1,352 40,819 (6,489) 34,329 Segment assets 110,431 127,641 83,336 17,351 9,463 44,994 393,218 69,153 462,372 O t h e r s Depreciation and amortization 5,371 6,422 3,201 863 447 892 17,200 336 17,536 Investment in affiliates accounted for by equity method 1,898 – – – – 21,506 23,405 – 23,405 Increase in tangible and intangible fixed assets 5,427 6,609 10,468 600 462 442 24,012 379 24,391 (Notes) 1. Adjustments are as follows: (1) "Adjustments" of ¥(6,489) million in "Segment profit" includes company-wide expenses unallocated to the respective reporting segments. The company-wide expenses mainly consist of expenditures pertaining to general and administrative expenses not attributable to particular reporting segment. (2) "Adjustments" of ¥69,153 million in "Segment assets" mainly includes company-wide assets of ¥73,949 million and elimination of intersegment receivables and payables of ¥(2,983) million. Major items in company-wide assets are surplus funds managed by the Company (cash and deposits and securities) and long-term investment funds (investment securities). (3) "Adjustments" of ¥336 million in "Depreciation and amortization" is mainly related to company-wide assets unallocated to the reporting segments. (4) "Adjustments" of ¥379 million in "Increase in tangible and intangible fixed assets" mainly represents the investments in the Kewpie Group core systems before allocation to the reporting segments. 2. Adjustments are made between "Segment profit" and "Operating income" reported in the consolidated statements of income. 3. "Depreciation and amortization" and "Increase in tangible and intangible fixed assets" include "Long-term prepaid expenses".
Page 22
19 Current Fiscal Year (From December 1, 2024 to November 30, 2025) (Millions of yen) Retail Market Food Service Overseas Fruit Solutions Fine Chemicals Common Business Total Adjust- ments (Note 1) Amount reported on the consolidated financial statements (Note 2) Net sales Revenue from contracts with customers 189,823 185,584 100,262 17,575 11,836 8,334 513,417 – 513,417 Other revenue – – – – – – – – – Net sales to outside customers 189,823 185,584 100,262 17,575 11,836 8,334 513,417 – 513,417 Intersegment net sales or transfers 779 4,084 – 324 460 12,209 17,857 (17,857) – Total 190,602 189,668 100,262 17,899 12,296 20,544 531,275 (17,857) 513,417 Segment profit 12,577 11,857 13,586 680 712 1,358 40,773 (6,145) 34,628 Segment assets 118,908 132,067 104,656 18,017 10,916 41,682 426,249 54,282 480,531 O t h e r s Depreciation and amortization 5,447 6,410 3,834 865 458 986 18,003 287 18,291 Investment in affiliates accounted for by equity method 1,864 – – – – 22,776 24,640 – 24,640 Increase in tangible and intangible fixed assets 4,248 4,691 6,455 384 643 406 16,830 114 16,944 (Notes) 1. Adjustments are as follows: (1) "Adjustments" of ¥(6,145) million in "Segment profit" includes company-wide expenses unallocated to the respective reporting segments. The company-wide expenses mainly consist of expenditures pertaining to general and administrative expenses not attributable to particular reporting segment. (2) "Adjustments" of ¥54,282 million in "Segment assets" mainly includes company-wide assets of ¥63,220 million and elimination of intersegment receivables and payables of ¥(3,234) million. Major items in company-wide assets are surplus funds managed by the Company (cash and deposits and securities) and long-term investment funds (investment securities). (3) "Adjustments" of ¥287 million in "Depreciation and amortization" is mainly related to company-wide assets unallocated to the reporting segments. (4) "Adjustments" of ¥114 million in "Increase in tangible and intangible fixed assets" mainly represents the investments in the Kewpie Group core systems before allocation to the reporting segments. 2. Adjustments are made between "Segment profit" and "Operating income" reported in the consolidated statements of income. 3. "Depreciation and amortization" and "Increase in tangible and intangible fixed assets" include "Long-term prepaid expenses".
Page 23
20 [Related information] Previous Fiscal Year (From December 1, 2023 to November 30, 2024) 1. Information by product and service It is omitted here since similar information is disclosed in "Segment information". 2. Information by region (1) Net sales (Millions of yen) Japan China Southeast Asia North America Other Total 391,785 36,008 25,884 20,822 9,484 483,985 (2) Tangible fixed assets (Millions of yen) Japan China Southeast Asia North America Other Total 117,705 9,141 10,480 9,012 1,058 147,398 3. Information by major customer It is omitted here since there is no customer occupying 10% or more of net sales reported in the consolidated statements of income. Current Fiscal Year (From December 1, 2024 to November 30, 2025) 1. Information by product and service It is omitted here since similar information is disclosed in "Segment information". 2. Information by region (1) Net sales (Millions of yen) Japan China Southeast Asia North America Other Total 413,107 36,945 29,398 23,835 10,129 513,417 (2) Tangible fixed assets (Millions of yen) Japan China Southeast Asia North America Other Total 115,191 9,115 11,494 11,038 1,114 147,954 3. Information by major customer It is omitted here since there is no customer occupying 10% or more of net sales reported in the consolidated statements of income.
Page 24
21 [Information on losses on impairment of fixed assets by reporting segment] Previous Fiscal Year (From December 1, 2023 to November 30, 2024) (Millions of yen) Retail Market Food Service Overseas Fruit Solutions Fine Chemicals Common Business Total Adjust- ments Total Impairment losses – 467 – – – 480 948 – 948 Current Fiscal Year (From December 1, 2024 to November 30, 2025) (Millions of yen) Retail Market Food Service Overseas Fruit Solutions Fine Chemicals Common Business Total Adjust- ments Total Impairment losses 455 616 – – – – 1,071 – 1,071 [Information on amortization of goodwill and unamortized balance by reporting segment] Previous Fiscal Year (From December 1, 2023 to November 30, 2024) (Millions of yen) Retail Market Food Service Overseas Fruit Solutions Fine Chemicals Common Business Total Adjust- ments Total Amortization in the relevant fiscal year – – – 182 – – 182 – 182 Unamortized balance at the end of the relevant fiscal year – – – – – – – – – Current Fiscal Year (From December 1, 2024 to November 30, 2025) (Millions of yen) Retail Market Food Service Overseas Fruit Solutions Fine Chemicals Common Business Total Adjust- ments Total Amortization in the Current fiscal year – – – – – 8 8 – 8 Unamortized balance at the end of the Current fiscal year – – – – – 73 73 – 73 [Information on gains on negative goodwill by reporting segment] Previous Fiscal Year (From December 1, 2023 to November 30, 2024) Not applicable. Current Fiscal Year (From December 1, 2024 to November 30, 2025) (Millions of yen) Retail Market Food Service Overseas Fruit Solutions Fine Chemicals Common Business Total Adjust- ments Total Gains on negative goodwill – – – – – 98 98 – 98
Page 25
22 (Per share information) Previous Fiscal Year (From December 1, 2023 to November 30, 2024) Current Fiscal Year (From December 1, 2024 to November 30, 2025) Net assets per share (yen) 2,174.74 2,328.49 Earnings per share (yen) 154.10 220.63 (Notes) 1. "Earnings per share (diluted)" is not presented because of no issue of potential shares. 2. Calculation basis of net assets per share is as follows. Previous fiscal year (As of November 30, 2024) Current fiscal year (As of November 30, 2025) Total net assets (millions of yen) 331,638 347,600 Amount subtracted from total net assets (millions of yen) 29,346 23,536 [Non-controlling interests (millions of yen)] [29,346] [23,536] Net assets attributable to common stock at the end of the fiscal year (millions of yen) 302,292 324,064 Number of shares of common stock at the end of the fiscal year (thousand shares) 139,001 139,173 3. Calculation basis of earnings per share is as follows. Previous Fiscal Year (From December 1, 2023 to November 30, 2024) Current Fiscal Year (From December 1, 2024 to November 30, 2025) Profit attributable to owners of parent (millions of yen) 21,419 30,506 Amounts not attributable to common shareholders (millions of yen) – – Profit attributable to owners of parent attributable to common stock (millions of yen) 21,419 30,506 Average number of shares of common stock during the fiscal year (thousand shares) 139,002 138,266 (Significant subsequent events) (Issuance of bonds) The Company resolved at the Board of Directors meeting held on December 25, 2025 to issue unsecured bonds as follows. The 4th Unsecured Bonds (i) Type of bonds Domestic unsecured straight bonds (ii) Scheduled period of issuance From February 1, 2026 to February 28, 2026 (iii) Total amount of issuance ¥10,000 million or less (iv) Issue price ¥100 per ¥100 of face value (v) Interest rate 3.0% per annum or less (vi) Redemption period 7 years (vii) Method of redemption Bullet redemption at maturity (viii) Use of funds Redemption funds for the 3rd Unsecured Bonds (ix) Special clauses Inter-bond pari passu clause (Acquisition by the Company of its own shares) At a meeting of its Board of Directors on January 14, 2026, the Company resolved the Company's acquisition of its own shares in accordance with provisions of the Articles of Incorporation, pursuant to Article 459, Paragraph 1 of the Companies Act. 1. Reason for the acquisition The Company will acquire its own shares to seek to improve shareholder interests by implementing agile capital policies and improving capital efficiency. 2. Details of the acquisition (1) Type of shares to be acquired: Common stock of the Company (2) Total number of shares to be acquired: 4,000,000 shares (maximum) (representing 2.87% of the total number of issued shares (excluding treasury shares)) (3) Total amount of acquisition price of shares: 10,000 million yen (maximum) (4) Acquisition period: From January 15, 2026 to November 30, 2026 (5) Method of acquisition: Market purchase at the Tokyo Stock Exchange
Page 26
23 (Reference) Status of treasury shares held as of November 30, 2025 - Total number of issued shares (excluding treasury shares): 139,173,442 shares - Number of treasury shares: 2,326,558 shares
Page 27
24 IV. Other Changes in Corporate Auditors (effective as of February 26, 2026) (i) New candidates for Corporate Auditor Corporate Auditor Yoshikazu Isono (Currently Corporate Officer, General Manager of Intellectual Property Division) Outside Corporate Auditor Tsuyoshi Unemoto (Attorney at law) * Mr. Tsuyoshi Unemoto is a candidate for outside corporate auditor. (ii) Retiring Corporate Auditors Corporate Auditor Hidekazu Oda Outside Corporate Auditor Kazumine Terawaki