Bond-Type Class Shares

Our company is committed to the corporate philosophy of "to take responsibility for the stability and development of human society, helping eradicate hunger and poverty from the world through food." We aim to become the world's number one in the food industry by building mass merchandising system that plans, designs, and consistently controls every step of the process, from menu development and ingredient procurement to manufacturing, processing, logistics, and sales. To achieve this, it is important to strengthen our financial base and increase the flexibility of our financial strategy. Therefore, we have announced our policy to utilize hybrid financing that does not dilute voting rights, and have chosen to issue preferred shares in the form of corporate bonds.

What Are Bond-Type Class Shares?

Bond-type preferred shares are a type of "share" under the Companies Act that has aspects similar to "corporate bonds." Our bond-type preferred shares do not have the right to be converted into common stock or voting rights, but they do provide a fixed dividend for approximately five years from the date of issuance. The fixed annual dividend rate for bond-type preferred shares will depend on the market conditions at the time, but considering its position between equity and debt, it is expected to be higher than the interest rate of ordinary corporate bonds.

On October 1, 2025, our company issued 10 million shares of its first type of corporate bond-type preferred stock (fixed annual dividend of 4.000%*1, issue price of 5,000 yen per share, total issue price of 50 billion yen), and these shares were listed on the Tokyo Stock Exchange Prime Market on October 2, 2025.

Features and Overview

First Series of Bond-Type Class Shares

Preferred dividends	The dividend will be fixed for approximately five years from the date of issuance, and will be variable thereafter.*1
liquidity	To attract a wide range of investors, we will list our company on the Tokyo Stock Exchange Prime Market, providing trading opportunities.
Voting rights and conversion rights	There are no voting rights or conversion rights to common stock.
Acquisition clause (acquisition of monetary consideration by the company)	You can acquire (call) these securities in cash at an amount equivalent to the issue price plus adjustments for accrued dividends, etc., five years or more after issuance.*2
Press Release	The following press release has been issued in connection with the issuance of the first series of corporate bond-type preferred shares. Notice Regarding Issuance of Series 1 Bond-Type Class Shares and Reduction of Common Stock and Additional Paid-in Capital Notice Regarding Determination of Annual Dividend Rate of Series 1 Bond-Type Class Shares

Comparison with common stock

	First Series of Bond-Type Class Shares	Common shares
Securities code	75505	7550
Issue price / Share price	5,000 yen *3	9,178円※4
Allocated	Tradable on the Tokyo Stock Exchange	Tradable on the Tokyo Stock Exchange
dividend	Fixed dividend annual rate 4.000%*1 (Fixed dividend for approximately 5 years from issuance, variable dividend thereafter)	Dividend yield 0.87%*5
At an amount equivalent to the issue price by our company Cash acquisition (call) *2	Possible	-
Voting rights	none	can be
Conversion rights to common stock	none	-
Unit shares	100 shares	100 shares

(Note) In addition to the above shares, on September 29, 2023, the Company issued 300 shares of Class A preferred stock (with an annual interest rate of 5.4% for approximately 5 years from the date of issuance, and 6.4% thereafter, with an issue price of 100,000,000 yen per share and a total issue price of 30 billion yen), which were allocated to the Development Bank of Japan Inc. and Mizuho Bank, Ltd.

Frequently Asked Questions and Answers

Do you plan to acquire (call) these Bond-Type Class Shares for cash consideration in five years?

Whether our company will acquire (call) its Bond-Type Class Shares for cash consideration will be decided based on a comprehensive consideration of our business and financial strategies and market conditions at that time. We fully understand that, as is customary in the market for hybrid financing (financing through securities that have characteristics of both stocks and corporate bonds), many investors expect the acquisition (call) to occur by the time the dividend steps up (the yield increases).

Are there shareholder benefits for Bond-Type Class Shares?

We will not implement it.

For other questions and answers, please see below.
Q&A regarding corporate bond-type preferred stocks (listed type)

1. The annual dividend rate for the first series of bond-type preferred shares will be 4.000% if the record date falls within a fiscal year ending on or before March 31, 2031, and 3.905% of the 1-year government bond interest rate on the day two business days before the end of the immediately preceding fiscal year (annual rate record date) if the record date falls within a fiscal year ending on or after April 1, 2031. Furthermore, the first series of bond-type preferred shares is a "cumulative type" product in which any unpaid preferred dividends will be carried over and paid in subsequent fiscal years, and is a "non-participating type" product in which dividends exceeding the initially set preferred dividend will not be paid. The amount of the preferred dividend for the first series of bond-type preferred shares with a record date of March 31, 2026, will be 99.72 yen (calculated on a daily basis assuming 365 days in a year).
2. As a general rule, five years after issuance, the Company may acquire (call) the bonds for cash equivalent to the issue price plus adjustments for accrued dividends, etc. Also, similar to typical hybrid bonds, refinancing restrictions stipulate that when the Company acquires (calls) the bond-type preferred shares, it must raise capital equivalent to or greater than that amount. For this reason, the Company's Articles of Incorporation have set up an authorization limit of up to 10 issuances so that when the Company exercises the acquisition clause for the bond-type preferred shares, it can issue bond-type preferred shares again.
3 現在の株価についてはこちらをご確認ください。
4 2026年3月31日時点の普通株式の株価を記載しています。
5 2027年3月期の普通株式の1株当たり配当金予想（80円）÷株価（9,178円（2026年3月31日時点））

Disclaimer

This document is not intended as an offer to invest or any similar activity, either in Japan or internationally. When making an investment, please be sure to review the prospectus, supplementary prospectus, and any amendments thereto prepared by our company, and make your own judgment. Furthermore, this document does not constitute an offer of securities in the United States. Securities may not be offered or sold in the United States unless registered or exempted from registration under the U.S. Securities Act of 1933. If a public offering of securities is made in the United States, an English prospectus prepared in accordance with the U.S. Securities Act of 1933 will be used. This prospectus, which can be obtained from the issuer or seller of the securities, contains detailed information about the issuer and its management, as well as its financial statements. Please note that the offer of securities mentioned in this document will not be made in the United States.