Chilled & Frozen Logistics Holdings Co., Ltd. announced that, at its meeting of its board of directors held on May 31, 2024, resolved that subject to the condition that the tender offer for the company's common stock (the Company Shares) to be made by SG Holding Co., Ltd. which is described in the Notice Concerning Announcement of Opinion (Endorsement and Recommendation for Tender) as to Tender Offer for Company Shares by SG Holdings Co., Ltd., which the Company separately announced the date hereof, (the Tender Offer) will be successfully completed, the interim dividends and year-end dividends for the fiscal year ending March 2025 announced by the Company on May 9, 2024 have been amended, and the dividends of surplus with the record date of September 30, 2024 (end of the second quarter) has been amended, no dividends of surplus will be paid to the fiscal year ending March 31, 2025 with the record date of September 30, 2024 (end of the second quarter) and with the record date of March 31, 2025 (end of the fiscal year), and the shareholder benefit plan is abolished as of from the fiscal year ending March 2025. Previous Dividends Forecast (Announced on May 9, 2024): Record Date is September 30, 2024; dividends per share of common stock is JPY 22.00. Previous Dividends Forecast (Announced on May 9, 2024): Record date is March 31, 2025; Dividends per Share of Common Stock is JPY 22.00.

Reasons: With respect to the Tender Offer, the company resolved at the meeting of its board of directors held on the date hereof to express its opinion to endorse the Tender Offer and to recommend that shareholders of the Company tender their shares in the Tender Offer. In this regard, the said resolution was made based on the premises that the Tender Offer is conducted as a part of the certain series of transactions resulting to plan of the delisting of the Company Shares. While the company has positioned the return of profits to its shareholders as an important management issue and has continued to pay dividends, if dividends are paid with the record date after the settlement of the Tender Offer, there is a possibility that economic differences will arise between shareholders who tendered in the Tender Offer and shareholders who did not tender in the Tender Offer, and therefore from the viewpoint to ensure the fairness among the company's shareholders, the company resolved that no dividends of surplus will be paid to the fiscal year ending March 31, 2025 with the record date of September 30, 2024 (end of the second quarter) and with the record date of March 31, 2025 (end of the fiscal year), subject to the condition that the Tender Offer will be successfully completed.