Maruha Nichiro : Notice of Absorption-type Merger of Consolidated Subsidiary

May 8, 2023

Company name:	Maruha Nichiro Corporation
Stock exchange listing:	Tokyo Stock Exchange, Prime Market
Stock code:	1333	URL https://www.maruha-nichiro.com/
Representative:
Title:	Representative Director, President & CEO
Name:	Masaru Ikemi
Inquiries:	Hiroyuki Metoki
	Acting General Manager of Corporate Planning Department
Phone:	[phone]	1195

Notice of Absorption-type Merger of Consolidated Subsidiary

Maruha Nichiro Corporation (hereinafter, the "Company") announces that at the meeting of Board of Directors held today (May 8, 2023), the Company resolved to merge with its wholly owned subsidiary, Maruha Nichiro Asset, Inc.

The Company has omitted some disclosure items and details because the merger is a simplified absorption-type merger of a wholly owned subsidiary.

1. Purpose of the Merger

Maruha Nichiro Asset Inc. is mainly responsible for the real estate leasing business within the Maruha Nichiro Group. The Company has decided to absorb Maruha Nichiro Asset, a wholly owned subsidiary of the Company, in order to consolidate management resources and improve management efficiency by integrating overlapping functions within the Group into the Company.

2. Outline of the Merger
(1) Schedule of the Merger
Date of the resolution of the Board of Directors	May 8, 2023
Date of signing of the Merger agreement	May 8, 2023
Date of the resolution of the General Meeting of Shareholders	June 27, 2023 (planned)
Effective date of the Merger	April 1, 2024 (planned)

• Maruha Nichiro Asset Inc. will not hold a General Meeting of Shareholders to approve the merger agreement, as it is a short-form merger as stipulated in Article 784, Paragraph 1 of the Companies Act.
• 1. Method of the Merger

The Merger will be an absorption-type merger with the Company as the surviving company. Maruha Nichiro Asset Inc. will be dissolved.

1. Details of allotment related to the Merger
   As this is a merger with a wholly owned subsidiary of the Company, there will be no issuance of new

shares, no increase in capital stock, no payment or any other consideration due to the Merger.

1. Handling of stock acquisition rights and bonds with stock acquisition rights upon the Merger No applicable items.

3．Overview of the companies involved in the Merger (As of March 31, 2023)

		Surviving Company		Company to be absorbed and
				dissolved
(1)	Trade name	Maruha Nichiro Corporation		Maruha Nichiro Asset, Inc.
(2)	Address	2-20,3-chome Toyosu, Koto-city,	2-20,3-chome Toyosu, Koto-city,
		Tokyo, Japan		Tokyo, Japan
(3)	Name and Title of	Representative Director, President	Representative Director, President
Representative	& CEO Masaru Ikemi		Fujio Abe
(4)	Business Activities	Fishing, aquaculture, import,	Real estate sales, leasing,
		export, processing and sales of	management and brokerage
		marine products; production,
		processing and sales of frozen
		foods, retort pouch foods, canned
		foods, fish-paste products and fine
		chemical products; import of raw
		materials for meat products and
		feed; production, processing and
		sales of meat products
(5)	Capital	20,000 million yen		100 million yen
(6)	Founded	March 31, 1943		January 22, 1963
(7)	Number of Shares issued	50,541,690		22,032,800
(8)	Fiscal Year End	March 31		March 31
(9)	Major Shareholders and	The Master Trust Bank of Japan	Maruha Nichiro Corporation
Shareholder Ratios	(Trust Account)	13.82%	100.00%
	(As of March 31, 2023)	Daitoh Trading	9.76%
		Custody Bank of Japan, Ltd.
		(Trust Account)	4.45%
		Norinchukin Bank	3.69%
		Mizuho Bank, Ltd.	3.16%
（10）Financial position and results of operations for the most recent fiscal year
	Fiscal Year End	FY ended March 2023	FY ended March 2023
		(Consolidated）		(Non-Consolidated）
	Net Assets	212,522 million yen	6,331 million yen
	Total Assets	637,227 million yen	6,897 million yen
	Net Assets per Share	3,534.39 yen	287.33 yen

Net Sales	1,020,456 million yen	230 million yen
Operating Income	29,575 million yen	81 million yen
Ordinary Income	33,500 million yen	101 million yen
Net income attributable to	18,596 million yen	93 million yen
owners of parent
Net Income per Share	363.68 yen	4.21 yen

(Note) Shareholder ratio is calculated excluding treasury stock.

The above figures are before audits by corporate auditors and accountants.

4．Status after the Merger

There will be no change in the company name, address, name and title of representative, business activities, capital, or fiscal year end as a result of this merger.

5．Forecasts

As a result of this Merger, we expect to record an extraordinary loss of approximately 2 billion yen from the loss on extinguishment of tie-in shares in our non-consolidated financial results for the first quarter of the fiscal year ending March 31, 2025 (next fiscal year). As this Merger is a merger with a wholly owned subsidiary of the Company, there will be no impact on the Company's consolidated financial results.