Fujita Kanko Inc.TSE: 9722

Notice Concerning Absorption-type Merger Between Consolidated Subsidiaries and Changes in Specified Subsidiary

· Issued by Fujita Kanko Inc.

Note: 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.



February 26, 2026

To whom it may concern:

Company name:

FUJITA KANKO INC.

Representative:

Shinsuke Yamashita Representative Director and President, Executive Officer

(Securities Code: 9722, TSE Prime)

Inquiries:

Yasuko Ishihara, Manager of Accounting and Finance Department

of Planning Division

Phone:

+81-3-5981-7723

Notice Concerning Absorption-type Merger Between Consolidated Subsidiaries and Changes in Specified Subsidiary

FUJITA KANKO INC. ("the Company") hereby announces that it has resolved, at a meeting of the Board of Directors held on February 26, 2026, to carry out an absorption-type merger ("the Merger") between its

consolidated subsidiaries, WHG NISHINIHON INC. ("WHG NISHINIHON") and WHG KANSAI INC. ("WHG KANSAI"). The details are described below.

Since the Merger is between consolidated subsidiaries of the Company, some disclosure items and details have been omitted. WHG KANSAI, which will be dissolved as a result of the Merger, is a specified subsidiary

company of the Company.

  1. Purpose of the Merger

    WHG NISHINIHON and WHG KANSAI operate WHG Hotels (the Washington Hotel and Hotel Gracery brand hotels) in the Kyushu and Okinawa regions and in the Kinki region, respectively. The Company will conduct the Merger to integrate the business operations of the two companies to enhance workforce mobility and further reinforce the organizational capabilities.

  2. Outline of the Merger

    1. Schedule of the Merger

      Date of resolution by the Board of Directors (the Company): February 26, 2026

      Date of conclusion of the merger agreement (companies involved in the Merger): March 2026 (scheduled)

      Date of the General Meeting of Shareholders for approval of the merger agreement (companies involved in the Merger): March 2026 (scheduled)

      Effective date: July 1, 2026 (scheduled)

    2. Method of the Merger

      The absorption-type merger will be conducted with WHG NISHINIHON as the surviving company and WHG KANSAI as the absorbed company. WHG KANSAI will be dissolved on the effective date.

    3. Details of allotment related to the Merger

      There will be no allotment of shares or other monetary assets, etc. in connection with the Merger as this is a merger between consolidated subsidiaries of the Company.

    4. Handling of share acquisition rights and bonds with share acquisition rights in connection with the Merger Not applicable

  3. Overview of companies involved in the Merger

    Company surviving the

    absorption-type merger

    Company absorbed in the

    absorption-type merger

    1. Name

    WHG NISHINIHON INC.

    WHG KANSAI INC.

    2. Location

    2-10-8 Sekiguchi, Bunkyo-ku,

    Tokyo

    2-10-8 Sekiguchi, Bunkyo-ku,

    Tokyo

    3. Name and job title of representative

    Representative Director:

    Masashige Tsutsumi

    Representative Director:

    Kazushi Tanaka

    4. Description of business

    Hotel management

    Hotel management

    5. Share capital

    10 million yen

    10 million yen

    6. Date of establishment

    January 5, 1996

    December 12, 2001

    7. Fiscal year-end

    December 31

    December 31

    8. Major shareholders and ownership

    ratios

    FUJITA KANKO INC. 100%

    FUJITA KANKO INC. 100%

    9. Number of issued shares

    201 shares

    4,000 shares

    10. Financial position and operating

    results for the most recent fiscal year

    Most recent fiscal year

    Fiscal year ended December 31,

    2025

    Fiscal year ended December

    31, 2025

    Net assets

    (46) million yen

    (1,623) million yen

    Total assets

    1,649 million yen

    823 million yen

    Net assets per share

    (231,440.86) yen

    (405,864.84) yen

    Net sales

    3,891 million yen

    2,398 million yen

    Operating profit

    648 million yen

    641 million yen

    Ordinary profit

    654 million yen

    644 million yen

    Profit

    452 million yen

    500 million yen

    Profit per share

    2,250,269.55 yen

    125,220.10 yen

  4. Status after the merger

    There will be no change in the name, location, representative, description of business, share capital, and fiscal year-end of the surviving company as a result of the Merger.

  5. Future outlook and impact on operating performance

As the Merger is between consolidated subsidiaries of the Company, its impact on the Company's consolidated financial results will be minimal.

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