Notice Concerning Transfer of Certain Operations to the Company from a Subsidiary Through a Company Split (a Simplified Absorption-Type Company Split)

November 12, 2025

Notice Concerning Transfer of Certain Operations to the Company from a Subsidiary Through a Company Split (a Simplified Absorption-Type Company Split)

Sapporo Holdings Limited (the "Company") hereby announces that it resolved, at a meeting of its Board of Directors held today, to transfer to the Company all shares and management operations associated with Pokka Pte. Ltd. from the Company's consolidated subsidiary POKKA SAPPORO Food & Beverage Ltd. Pokka Pte. Ltd. is a 100% directly owned subsidiary of POKKA SAPPORO Food & Beverage Ltd. located in Singapore. The transfer will be conducted through an absorption-type company split (the "Company Split"), effective January 1, 2026.

As the Company Split constitutes a simplified absorption-type company split involving a consolidated subsidiary of the Company, disclosure of certain items and details has been omitted.

1. Purpose of the Company Split

   In line with the Group Medium- to Long-Term Growth Strategy announced in February 2025, the Company is consolidating its management structure for international operations within its own organization, aiming to empower a team of global experts to make prompt, high-quality decisions. The plan is to transition to a business holding company structure in future.

   As part of this endeavor, the Company has recently been seeking to consolidate the management of Overseas Soft Drinks within its own organization as a means to enhance management efficiency and accelerate decision-making.

2. Summary of the Company Split

   1. Schedule for the Company Split

      Date of resolution at the meeting of the Board of Directors

      November 12, 2025

      Date of conclusion of agreement	November 12, 2025
      Effective date of Company Split	January 1, 2026 (scheduled)

      Note: The Company Split will be carried out without seeking any approval by a general meeting of shareholders at either of the parties, as it constitutes a simplified company split as provided in Article 796, Paragraph 2 of the Companies Act for the Company, and a short-form company split as provided in Article 784, Paragraph 1 of the Companies Act for POKKA SAPPORO Food & Beverage Ltd.

   2. Method of the Company Split

      The Company Split will be an absorption-type company split with POKKA SAPPORO Food & Beverage Ltd. as the splitting company and the Company as the successor company.

   3. Details of Share Allotment in Relation to the Company Split

      As POKKA SAPPORO Food & Beverage Ltd. is a wholly owned subsidiary of the Company, there will be no allotment of shares or any other consideration on the occasion of the Company Split.

   4. Procedures Relating to Share Subscription Rights and Corporate Bonds with Share Subscription Rights Associated with the Company Split

      Not applicable.

   5. Increase or Decrease in Share Capital as a Result of the Company Split

      There will be no change in the share capital of the Company as a result of the Company Split.

   6. Rights and Obligations to be Transferred to the Successor Company

      Among the assets and liabilities, and the rights and obligations including contractual status, related to the Company Split, those stipulated in the absorption-type company split agreement will be transferred to the Company.

   7. Prospects for Fulfillment of Obligations

   The Company believes that, upon the Company Split, there will be no issues concerning the prospects with respect to fulfillment of obligations to be borne by the Company and POKKA SAPPORO Food & Beverage Ltd.

3. Overview of the Parties to the Company Split

   	Successor Company	Splitting Company
   (1) Company Name	Sapporo Holdings Limited	POKKA SAPPORO Food & Beverage Ltd.
   (2) Location	4-20-1 Ebisu, Shibuya-ku, Tokyo	3-27-1 Sakae, Naka-ku, Nagoya, Aichi Prefecture
   (3) Representative	Hiroshi Tokimatsu,	Masashi Sato,

   	President and Representative Director		President
   (4) Business Description	Holding company		Soft drink and food product business, etc.
   (5) Share Capital	53,887 million yen		5,431 million yen
   (6) Date of Establishment	September 1, 1949		March 30, 2012
   (7) Total Number of Shares Outstanding	78,794,298 shares		202 shares
   (8) End of Fiscal Year	December 31		December 31
   (9) Major Shareholders and Shareholding Ratio (As of June 30, 2025) (Note) Shareholding ratio is calculated by excluding treasury stock.	The Master Trust Bank of Japan, Ltd. (Trust Account) 15.08% Custody Bank of Japan, Ltd. (Trust Account) 4.55% STATE STREET BANK AND TRUST COMPANY 505018 4.30% NOMURA PB NOMINEES LIMITED OMNIBUS-MARGIN (CASHPB) 3.47% Custody Bank of Japan, Ltd. Retirement Benefit Trust (Mizuho Bank Account) 3.13%		Sapporo Holdings Limited 100%
   (10) Operating Results and Financial Condition for the Most Recent Fiscal Year
   Sapporo Holdings Limited (Consolidated/IFRS)		POKKA SAPPORO Food & Beverage Ltd. (Non-consolidated/Japanese GAAP)
   Fiscal Year	Year ended December 31, 2024	Fiscal Year	Year ended December 31, 2024
   Equity attributable to owners of parent	196,030 million yen	Net assets	16,003 million yen
   Total assets	664,963 million yen	Total assets	46,465 million yen
   Equity attributable to owners of parent per share	2,515.68 yen	Net assets per share	79,223,463.58 yen
   Revenue	530,783 million yen	Net sales	65,037 million yen
   Operating profit	10,416 million yen	Operating profit	790 million yen
   Net profit before tax	11,576 million yen	Ordinary profit	707 million yen
   Profit attributable to owners of parent	7,714 million yen	Net profit	7,859 million yen
   Basic earnings per share	99.00 yen	Net profit per share	38,906,475.52 yen

4. Details of the Business Division to be Transferred

   1. Description of the Division to be Transferred Management operations associated with Pokka Pte. Ltd.

   2. Operating Results of the Division to be Transferred (Fiscal year ended December 31, 2024)

      Net sales

      184 million SGD

   3. Items of Assets and Liabilities to be Transferred and their Book Values (as of December 31, 2024)

   Current assets		0 million yen	Current liabilities	2,303 million yen
   Fixed assets		2,303 million yen	Fixed liabilities	0 million yen
   Total		2,303 million yen	Total	2,303 million yen

5. Status after the Company Split

   There will be no change in the name, location, business description, share capital, or fiscal year-end of the Company or POKKA SAPPORO Food & Beverage Ltd. as a result of the Company Split.

6. Future Outlook

The impact of the Company Split on the consolidated financial results of the Group will be minimal. If any matters arise that should be announced in the future, we will disclose them promptly.

End