Zensho Holdings Co., Ltd. Bond-Type Cumulative Preferred Registered Series 1

Zensho Holdings Co., Ltd. Bond-Type Cumulative Preferred Registered Series 1 is a form of hybrid security issued by Zensho Holdings Co., Ltd., structured as non-convertible, non-voting, cumulative preferred shares. Its primary purpose is to strengthen the company’s equity base and support ongoing growth strategies—such as the global expansion and renovation of restaurant brands and investments in digital transformation—while providing funding flexibility and maintaining financial soundness. These securities feature characteristics resembling both equity and debt: they have no voting rights and cannot be converted to common shares but do receive fixed preferred dividends, which are cumulative and must be paid before any distribution to common shareholders. Dividend payments are senior to those of common shares and are non-participating, meaning holders do not receive dividends above the predetermined rate. After an initial fixed-period, dividends may switch to a floating rate. The shares can be called (redeemed for cash) by the company from five years after issuance. Designed for trading on the Tokyo Stock Exchange, these preferred shares broaden access to a wider pool of investors, including retail investors, and are recognized as equity for accounting purposes and partially as equity for credit rating purposes.