This exchange offer is made for the securities of a foreign company. The offer is subject to disclosure
requirements of a foreign country that are different from those of the United States. Financial statements
included in the document, if any, have been prepared in accordance with foreign accounting standards that
may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal
securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors
may be residents of a foreign country. You may not be able to sue a foreign company or its officers ordirectors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreigncompany and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, suchas in open market or privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. While
this English translation is believed to be generally accurate, it is subject to, and qualified by, in its entirety,
the Japanese-language original. Such Japanese-language original shall be the controlling document for all
purposes.

1

April 18, 2024
Company
name:United Super Markets Holdings Inc.

President andMotohiro
Representative: Representative Executive
FujitaOfficer(Code: 3222, TSE Standard Market)
General Manager of
ShunichiContact:
Administration Division
Suganami
Phone: 03-3526-4761
Company
name:Inageya Co., Ltd.

Representative:

Representative Director

Contact:

Company
name:Yoshikazu
Motosugi(Code: 8182, TSE Prime Market)
Senior Managing
Kazushige
Director
HamuraPhone: 042-537-5111
AEON Co., Ltd.

Director and
Akio
Representative: Representative Executive
YoshidaOfficer(Code: 8267, TSE Prime Market)
Executive Officer in charge
HiroakiContact:of Finance and Business
Egawa
Management
Phone: 043-212-6042
Notices Regarding Execution of a Share Exchange Agreement to Make Inageya Co., Ltd. a Wholly
Owned Subsidiary of United Super Markets Holdings Inc., Execution of a Business Integration
Agreement, and Corresponding Changes in United Super Markets Holdings Inc.’s Subsidiaries
and Changes in Inageya Co., Ltd.’s Parent Company and Largest Shareholder
United Super Markets Holdings Inc. (“U.S.M.H”) and Inageya Co., Ltd. (“Inageya”) announced todaythat they have decided to enter into a share exchange agreement (the “Share Exchange Agreement”) to
implement a share exchange (the “Share Exchange”) wherein U.S.M.H will become the parent company
of Inageya and Inageya will become U.S.M.H’s wholly owned subsidiary. In addition, U.S.M.H, Maruetsu
Co., Ltd. (“Maruetsu”), Kasumi Co., Ltd. (“Kasumi”), MaxValu Kanto Co., Ltd. (“MV Kanto”;
U.S.M.H, Maruetsu, Kasumi and MV Kanto are collectively hereinafter referred to as the “U.S.M.H
Group Companies”), Inageya and AEON Co., Ltd. (“AEON”) have entered into a business integrationagreement concerning U.S.M.H’s business integration with Inageya (the “Business Integration
Agreement”). The details are as follows.
2

The Share Exchange is scheduled to take effect on November 30, 2024, upon approval by resolutions of
the annual general meeting of shareholders of U.S.M.H to be held on May 24, 2024 and the annual general
meeting of shareholders of Inageya to be held on June 26, 2024. Prior to the effective date of the Share
Exchange, the common stock of Inageya (the “Inageya Stock”) is scheduled to be delisted from the Prime
Market of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) (the last trading date of theshares will be November 27, 2024).
Inageya will become a wholly owned subsidiary of U.S.M.H upon implementation of the Share Exchange.
I. Share Exchange
1. Purpose of the Share Exchange to Make Inageya a Wholly Owned Subsidiary
U.S.M.H was established on March 2, 2015, through a joint stock transfer by Maruetsu, Kasumi, and MV
Kanto. As of today, U.S.M.H is comprised of twelve (12) consolidated subsidiaries and three (3) affiliatedcompanies. U.S.M.H welcomes the participation of like-minded supermarket companies in the Tokyo
metropolitan area under the basic philosophy of “contributing to the rich and healthy diet of our customers,
wishing for the development and prosperity of the region, being deeply rooted in the region, constantly
innovating and taking on challenges, and remaining a company that adapts to the times.” U.S.M.H aims tobecome the number one supermarket company in the Tokyo metropolitan area by establishing 1,000 storeswith one (1) trillion yen in sales as the core of AEON’s Kanto supermarket business.
Inageya was founded in 1900 in Tachikawa City, Tokyo, and operates supermarket and drug store
businesses in one (1) metropolitan area and three (3) prefectures in the Kanto region (Tokyo, Kanagawa,
Saitama and Chiba). Inageya aims to contribute to society as a “helpful local business” by promoting“sukoyakeku,” which means “contributing to the realization of healthy, rich and warm daily lives, and ahealthier society for customers” and practicing “the way of the merchant” which refers to “a group of people
who can experience the joy of their customers as their own joy.”
AEON is promoting management based on the basic philosophy of “pursuing peace with customers,
respecting people and contributing to local communities” and aims to become a “company that contributes
to the community to the upmost of its ability” by responding to increasingly diverse environmental changes
and by continuing to provide customers with a better lifestyle and improved convenience as competition
across business lines is expected to intensify against the background of changes in consumer lifestyles andpurchasing behavior.
In the food supermarket industry, demand for home meals increased due to the spread of COVID-19, which
increased the number of people spending time at home and working from home. The industry as a whole
performed well and was temporarily greatly affected by this “stay-at-home demand.” However, the businessenvironment has become increasingly severe, as consumer behavior has shifted away from stay-at-homemeals to eating out due to the normalization of economic and social activities. Further, operating costs haveincreased due to rising raw material prices, rising wages, and rising water and utility costs. In addition, thehandling of food products by other industries, such as e-commerce operators and drug stores has increased
due to Japan’s declining birthrate and aging population, as well as due to changes in consumer lifestyles andpurchasing behavior. As a result, competition across industries has become more intense. Consequently,
further shakeout and industry restructuring is expected in the future.
Based on this recognition of the environment, AEON, Inageya, and U.S.M.H have continued to share
information and discuss issues and have strived to realize their respective principles and increase corporate
value. As announced in the press release dated April 25, 2023 “AEON Co., Ltd., Inageya Co., Ltd., and3

United Super Markets Holdings Inc. Announce the Execution of a Memorandum of Understanding
Regarding the Business Integration for Realization of a JPY1 trillion Supermarket in Kanto” (the “25 April
2023 Press Release”) AEON, Inageya, and U.S.M.H have come to the conclusion that, in order to continue
to respond to customers’ needs with a sense of speed, and to coexist with local communities and growtogether in the Tokyo metropolitan area, where competition is expected to intensify further in the future, it
is most appropriate to further deepen the relationship through strengthening capital relationships andmanagement integration. This will allow AEON, Inageya and U.S.M.H to make the most of the AEONGroup’s various assets such as digital, products, human resources, and payment infrastructure. The goal
being to evolve into a new business model that utilizes economies of scale as a combined one (1) trillion
yen supermarket group. Inageya and U.S.M.H will set aside sufficient time for discussions following theexecution of the memorandum of understanding with a view to determining how to maximize synergies byaround November 2024. AEON and Inageya, which have already formed an alliance, will further
strengthen their capital and business alliance relationship. AEON and Inageya determined that they canpromptly realize synergies by utilizing various assets of the AEON Group. AEON conducted a tender offer
to Inageya (the “Tender Offer”), as announced in the “Notice of Commencement of Tender Offer toInageya Co., Ltd. (Securities Code: 8182)” dated October 6, 2023, and now holds 51.0% of shares ofInageya, as announced in the “Notice of Results of Tender Offer for Shares of Inageya Co., Ltd. and Changeof Subsidiary” dated November 30, 2023.
The preparatory committee for integration, which was jointly established on June 19, 2023, by Inageya and
U.S.M.H Group Companies, discussed and reviewed the realization and effect of the synergies envisaged
following the execution of the memorandum of understanding. As a result of discussions, it has been
determined that, in addition to contributing to the enhancement of corporate value through the synergies
described below, in an increasingly competitive environment, strengthening the dominance of Inageya and
U.S.M.H in the Tokyo metropolitan area, where stable demand is expected to continue, will lead to thecreation of various economies of scale.
In response to a proposal from U.S.M.H, Inageya commenced consideration of whether to proceed withthe transactions that would make Inageya a wholly owned subsidiary of U.S.M.H, including the Share
Exchange (the “Transactions”). After thorough consideration of the potential disadvantages associatedwith the delisting of Inageya, such as its corporate creditworthiness and the impact on current shareholders,
Inageya concluded that it would benefit from becoming a wholly owned subsidiary of U.S.M.H. This isbecause Inageya considered that it will be able to maintain its corporate creditworthiness as a major groupcompany of U.S.M.H even following the Share Exchange, and that it is possible to provide the shareholders
of Inageya with the value and benefits that can be generated by the Share Exchange through the delivery ofshares of U.S.M.H as consideration for the Share Exchange. Inageya considered that the Share Exchange
will be beneficial not only for U.S.M.H but also for the shareholders of Inageya. AEON agreed with
Inageya’s plans and approved the Share Exchange. Further, as described in “Notice Concerning Making
Welpark Co., Ltd. a Wholly Owned Subsidiary Company of Welcia Holdings Co., Ltd., Change of
Subsidiary Company in Inageya Co., Ltd. (Share Transfer), Receipt of Special Dividends from Subsidiary
and Recording of Extraordinary Profit” dated today, Inageya has reached an agreement with Welcia
Holdings Co., Ltd. (“Welcia HD”), a subsidiary of AEON, to transfer the shares of Welpark Co., Ltd.
(“Welpark”), which is a subsidiary of Inageya and operates a drug store business, to Welcia HD prior to
the execution of the Transactions. The consideration of the Share Exchange by U.S.M.H and Inageya is
subject to the transfer of the shares of Welpark to Welcia HD.
As a result of the above, both Boards of Directors resolved to implement the Share Exchange today.
Specifically, the two (2) companies expect the following synergies to arise, which will result in the
improvement of corporate value:4(i) Increase in sales and gross margin by expanding the use of TOPVALU private label products;(ii) Cost reduction through joint product procurement (national brand products, regional products, andimported products);(iii) Promotion of mutual efforts to revitalize food supermarkets, develop stores tailored to local
customers, etc.;(iv) Cost reduction by organizing and utilizing the functions of distribution centers, and process centers,
etc.;(v) Cost reduction through joint procurement of materials, fixtures and equipment, and integration of
back-office operations;(vi) Joint use of credit cards, e-money and loyalty cards;(vii) E-commerce initiatives such as joint research and development of online businesses;(viii) Utilization of AEON Group’s education system and personnel exchange;(ix) Provision of analysis services combining membership information and POS information; and(x) Cost reduction through system sharing, and DX promotion.
2. Overview of the Share Exchange(1) Schedule for the Share Exchange
Date of resolution by the board of directors of both companies on theexecution of the Share Exchange Agreement
Execution date of the Share Exchange Agreement (both companies)
Ordinary general meeting of shareholders to approve the Share
Exchange Agreement (U.S.M.H)
Ordinary general meeting of shareholders to approve the Share
Exchange Agreement (Inageya)

April 18, 2024
April 18, 2024
May 24, 2024 (Planned)
June 26, 2024 (Planned)
November 27, 2024
(Planned)
November 28, 2024
(Planned)
November 30, 2024
(Planned)

Final trading date (Inageya)
Delisting date (Inageya)
Effective date of the Share Exchange(Note 1) The schedule of the Share Exchange may be changed by agreement between the two (2)companies if it becomes necessary to satisfy the procedures of the Share Exchange or for otherreasons. Any changes to the above schedule will be announced promptly.
(2) Method of Share Exchange
The Share Exchange is a share exchange wherein U.S.M.H will become the parent company of Inageya
and Inageya will become U.S.M.H’s wholly owned subsidiary. The Share Exchange is scheduled totake effect on November 30, 2024, subject to approval of the Share Exchange Agreement by resolution
at the ordinary general meeting of shareholders of U.S.M.H scheduled to be held on May 24, 2024 andat the ordinary general meeting of shareholders of Inageya scheduled to be held on June 26, 2024.
5

(3) Details of the Ownership Ratio for the Share Exchange

Ownership ratio of shares for thethe Share Exchange
Number of shares to be deliveredas aresult of the Share Exchange(Note 1)

U.S.M.H(to become the parent
company resulting from theshare exchange)
1

Inageya(wholly owned subsidiary
resulting from the shareexchange)
1.46

U.S.M.H ordinary shares (planned)
67,794,529 shares

Allotment ratio of shares

For each share of Inageya Stock, 1.46 shares of U.S.M.H stock (the “U.S.M.H Stock”) shall beallocated and delivered. However, no shares will be allotted through the Share Exchange for the Inageya
Stock that U.S.M.H holds as at the Reference Time (as defined below). The share exchange ratio
mentioned above (the “Share Exchange Ratio”) is subject to change upon consultation and agreement
between the companies in the event of any material change to the terms and conditions on which thecalculation is based. As of today, U.S.M.H does not hold any Inageya Stock. However, as of the end of
March 2024, Kasumi, a subsidiary of U.S.M.H, held 96,000 shares of Inageya Stock. As part of the
Share Exchange, shares of the U.S.M.H Stock will be allotted and delivered in accordance with thenumber of shares of the Inageya Stock held by Kasumi as at the Reference Time. Such shares will thenbe disposed of at a reasonable time in accordance with the provisions of Article 135, Paragraph 3 of theCompanies Act.
(Note 2)

Number of shares of U.S.M.H Stock to be delivered in the Share Exchange

In connection with the Share Exchange, U.S.M.H shall deliver the number of shares of the U.S.M.H
Stock that is calculated by multiplying the total number of outstanding shares of Inageya that U.S.M.H
holds by 1.46 to the shareholders of Inageya (however, meaning the shareholders after the cancellationof the treasury shares described below, excluding U.S.M.H) at the time immediately prior to the time
when U.S.M.H acquires all Inageya Stock (the “Reference Time”) (except for the Inageya Stock heldby U.S.M.H) through the Share Exchange, in exchange for the Inageya Stock they hold.
In addition, the shares to be delivered by U.S.M.H will be allocated as newly issued shares. Furthermore,pursuant to the resolution of the board of directors’ meeting of Inageya to be held no later than the dayprior to the effective date of the Share Exchange, Inageya will cancel at the Reference Time all of thetreasury shares it held as at the Reference Time (including the treasury shares to be acquired throughthe purchase of shares pertaining to the dissenting shareholders’ appraisal rights as provided in Article
785, Paragraph 1 of the Companies Act that will be exercised in connection with the Share Exchange).
(Note 3)

Handling of shares less than one (1) unit

Pursuant to the provisions of the articles of incorporation and share handling regulations of U.S.M.H,
shareholders who will hold shares less than one (1) unit (less than one hundred (100) shares) of
U.S.M.H as a result of the Share Exchange will be entitled to use the following system. Shares less thanone (1) unit cannot be sold on the financial instruments exchange market.
1. System requiring additional purchase for shares less than one (1) unit (additional purchase toconstitute one hundred (100) shares)
6

Pursuant to the provisions of Article 194, Paragraph 1 of the Companies Act and the Articles ofIncorporation of U.S.M.H, a shareholder who holds less than one (1) unit of U.S.M.H shares
may purchase from U.S.M.H the additional number of shares that when combined together with
the number of shares less than one (1) unit the shareholder already holds will collectively
constitute one (1) unit.
2. System for requesting purchase of shares less than one (1) unit (sale of shares less than one(1) unit)
Pursuant to Article 192, Paragraph 1 of the Companies Act, shareholders who hold shares less thanone (1) unit of U.S.M.H may make a request to U.S.M.H requesting that U.S.M.H purchase theirshares that constitute less than one (1) unit.
(Note 4)

Handling of fractions of less than one (1) share

Pursuant to Article 234 of the Companies Act and other relevant laws and regulations, Inageya’s
shareholders that will receive fractional U.S.M.H shares less than one (1) share as a result of the Share
Exchange shall be entitled to the number of U.S.M.H shares sold by U.S.M.H equivalent to the total
whole number of shares that such fraction represents (any fraction less than one (1) in the total number
shall be rounded down), and U.S.M.H shall pay the fractional percentage of such sale proceeds to suchshareholders.
(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Associated with
the Share Exchange
Inageya has not issued any stock acquisition rights or bonds with stock acquisition rights, so this item
is not applicable.
(5) Treatment of Dividends of Surplus
U.S.M.H and Inageya have agreed that U.S.M.H may issue dividends from the surplus of up to JPY
8.0 per share of U.S.M.H Stock to shareholders or registered pledgees of shares described or recordedin the latest shareholders’ register as of February 29, 2024, and up to JPY 8.0 per share to shareholders
or registered pledgees of shares described or recorded in the latest shareholders’ register as of August
31, 2024. U.S.M.H and Inageya also agreed that Inageya may issue dividends from the surplus of up
to JPY 7.5 per share of the Inageya Stock to shareholders or registered pledgees of shares described orrecorded in the latest shareholders’ register as of March 31, 2024, and up to JPY 7.5 per share of theInageya Stock to shareholders described or recorded in the latest shareholders’ register as of September
30, 2024. Aside from these dividend allocations, U.S.M.H and Inageya have agreed that after today,
any resolution to pay dividends of surplus that sets the record date prior to the effective date of the Share
Exchange shall not be adopted and any resolution to acquire treasury shares that sets the acquisition
date prior to the effective date of the Share Exchange shall not be adopted (except for cases where theacquisition of treasury shares is required to comply with the exercise of shareholders’ rights pursuant toapplicable laws and regulations).
(6) Amendment and Termination of the Share Exchange Agreement
U.S.M.H and Inageya may amend the terms of the Share Exchange or other terms of the agreement, or
terminate the agreement following consultation if between the date of execution of the Share Exchange
Agreement and the day before the effective date of the Share Exchange Agreement, any materialchanges occur in the financial condition or business condition of U.S.M.H or Inageya, or if any eventthat materially hinders the implementation of the Share Exchange occurs or becomes evident, or if it
becomes difficult to achieve the purposes of the Share Exchange.

7(7) Overview of the Business Integration Agreement
Under the Business Integration Agreement, the U.S.M.H Group Companies, Inageya, and AEON haveagreed to implement the business integration through a share exchange, whereby U.S.M.H will become
the parent company of Inageya and Inageya will become U.S.M.H’s wholly owned subsidiary. In
addition to the matters related to the Share Exchange described above, the two (2) companies haveagreed that with respect to the management structure following the Share Exchange, U.S.M.H shallhave an appropriate number of representative director(s), directors and auditors that will contribute toresolving relevant issues with the aim of realizing the basic principles of U.S.M.H and achieving
management goals. The U.S.M.H Group Companies, Inageya, and AEON will cooperate with eachother to create new value beyond the scope of each company while maintaining their existing corporate
brands and maintaining the independent management of each company.
(Reference)(i) Current status

AEON
53.6%

51.0%

U.S.M.H

100%
Maruetsu

Inageya

100%

100%

KasumiMV Kanto(ii) As of effective date of the Share Exchange (as of November 30, 2024)

AEON
52.7 %
U.S.M.H

100%
Maruetsu

100%

100%

KasumiMV Kanto

8100%
Inageya(Note 5)
The percentages in (i) and (ii) above indicate the percentage of voting rights owned byeach entity. The percentage of voting rights owned by AEON in Inageya is the percentage including theindirect ownership through Kasumi, and the percentage of voting rights owned by AEON in U.S.M.H
is the percentage including the indirect ownership through AEON Market Investment Inc., aconsolidated subsidiary of AEON.
3. Basis for the Share Exchange Allocation(1) Basis and Reasons for the Allocation
U.S.M.H and Inageya have separately appointed third-party valuation institutions and legal advisors thatare independent of U.S.M.H, Inageya and AEON to ensure that the Share Exchange Ratio is determinedin a fair and appropriate manner. U.S.M.H appointed Mizuho Securities Co., Ltd. (“Mizuho Securities”)
and Inageya appointed Nomura Securities Co., Ltd. (“Nomura Securities”) as its respective third-party
valuation institutions. U.S.M.H appointed Yodoyabashi & Yamagami LPC and Inageya appointed
Nagashima Ohno & Tsunematsu as its respective legal advisors. The third-party valuation institutions
and legal advisors commenced thorough examinations.
As described in (4) “Measures to Ensure Fairness” below and (5) “Measures to Avoid Conflicts ofInterest” below, U.S.M.H conducted careful examination and discussion upon taking into account theshare exchange ratio calculation report received from Mizuho Securities on April 17 2024, as well asadvice from Yodoyabashi & Yamagami LPC, and the results of due diligence that U.S.M.H conducted
on Inageya. U.S.M.H also considered instructions and advice from the U.S.M.H Special Committee,
which consists solely of independent members who have no interest in Inageya and AEON, and thecontents of the report (for details, refer to 8. (3) “Summary of opinions obtained from a party who is not
involved with the controlling shareholder with respect to the fact that the transaction etc. is notdisadvantageous to minority shareholders” below) received on April 18, 2024. As a result, U.S.M.H
concluded that the Share Exchange Ratio is appropriate and will benefit the shareholders of U.S.M.H.
Therefore, U.S.M.H determined that it is appropriate to implement the Share Exchange based on the
Share Exchange Ratio.
As described in (4) “Measures to Ensure Fairness” below and (5) “Measures to Avoid Conflicts ofInterest” below, Inageya conducted a careful examination and discussion upon taking into account theshare exchange ratio calculation report obtained from Nomura Securities on April 18, 2024, as well asadvice from Nagashima Ohno & Tsunematsu, and the results of the due diligence that Inageya conductedon U.S.M.H. Inageya also took into account instructions and advice from the Inageya Special Committee,
which consists solely of independent members who have no interest in U.S.M.H and AEON, and thecontents of the report (for details, refer to 8. (3) “Summary of opinions obtained from a party who is not
involved with the controlling shareholder with respect to the fact that the transaction etc. is notdisadvantageous to minority shareholders” below) received on April 18, 2024. As a result, Inageya
concluded that the Share Exchange Ratio is appropriate and will benefit the shareholders of Inageya.
Therefore, Inageya determined that it is appropriate to implement the Share Exchange based on the Share
Exchange Ratio.
As stated above, both U.S.M.H and Inageya carefully considered the results of their respective due
diligence reviews of the other party by reference to the calculation results of the share exchange ratio
submitted by their respective third-party valuation institutions, and repeatedly conducted negotiations
and consultations by comprehensively taking into account factors, such as their financial condition, asset
status and future prospects. As a result, U.S.M.H and Inageya have concluded that the Share Exchange
Ratio is appropriate and will contribute to the interests of their respective shareholders, and, therefore,
they have determined that it is appropriate to conduct the Share Exchange based on the Share Exchange
Ratio.
The Share Exchange Ratio may be amended by consultation and agreement between the two (2)9companies in the event of any material change to the terms and conditions that serve as the basis forcalculation of the Share Exchange Ratio pursuant to the Share Exchange Agreement.
(2) Matters Relating to Calculation
1. Name of the valuation institution and its relationship with the listed company and othercompanies
Mizuho Securities, U.S.M.H’s third-party valuation institution, and Nomura Securities, Inageya’s
third-party valuation institution, are both valuation institutions that are independent from U.S.M.H,
Inageya, and AEON, and are not related parties of U.S.M.H, Inageya, or AEON.
Mizuho Bank, Ltd. (“Mizuho Bank”), a group company of Mizuho Securities, is a shareholder inInageya and AEON. Mizuho Trust Bank Co., Ltd. (“Mizuho Trust Bank”) is a shareholder in
U.S.M.H and AEON. Mizuho Bank does not have any significant interest in connection with the
Share Exchange, although it is involved in financing transactions with U.S.M.H, Inageya and
AEON as part of their ordinary banking transactions. Mizuho Securities stated that it hasestablished and implemented an appropriate conflict of interest management system, including
information barrier measures between Mizuho Securities, Mizuho Bank and Mizuho Trust Bank inaccordance with the applicable laws and regulations as set forth in Article 36, Paragraph 2 of the
Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended) and Article 70-4 of the
Cabinet Office Ordinance on Financial Instruments Business. Through these measures, thedepartment in charge of financial advisory at Mizuho Securities valued the shares of the two (2)companies independently in connection with the Share Exchange without being affected by any
conflict of interest and without considering the status of Mizuho Bank and Mizuho Trust Bank asshareholders and the status of Mizuho Bank as lender. An appropriate conflict of interest
management system has been established and implemented at Mizuho Securities, theindependence of Mizuho Securities as a third-party valuation institution has been secured because
U.S.M.H and Mizuho Securities conduct transactions under the same terms and conditions as
general trading partners, and Mizuho Securities has a track record of acting as a third-party
valuation institution in similar cases in the past. For these reasons, U.S.M.H has judged that Mizuho
Securities’ independence has been secured and accordingly selected Mizuho Securities as its thirdparty valuation institution.
2. Overview of the calculation
Mizuho Securities calculated the exchange ratio by using the average market price method because
U.S.M.H is listed on the Tokyo Stock Exchange Standard Market and Inageya on the Tokyo Stock
Exchange Prime Market, and therefore market share prices for both companies exist (using April 25,
2023 as the calculation base date, Mizuho Securities analyzed the closing price of the market shareprices by reference to the calculation base date on the Tokyo Stock Exchange Standard Market andthe Tokyo Stock Exchange Prime Market based on the simple average closing price for the past one(1) month, the simple average closing price for the past three (3) months, and the simple averageclosing price for the past six (6) months.). Mizuho Securities also utilized the comparable multiple
valuation method because there are several similar listed companies which are comparable to bothcompanies and it is possible to infer share values by comparing similar companies. Finally, Mizuho
Securities utilized the discounted cash flow method (the “DCF Method”) to reflect the expectedvalue of the future business activities of both companies in the calculation. The valuation ranges foreach of the valuation methods where the value per share for U.S.M.H is set at one (1) is as follows.
Calculation Range of the Share Exchange
Ratio

Method10

Average Market Price Method

1.13 – 1.17

Comparable Multiple Valuation Method

0.78 – 1.22

DCF Method0.53 – 1.78

Under the average market price method, using April 25, 2023, which is the date of the announcementof the 25 April 2023 Press Release, as the calculation base date, the closing price on that date and thesimple average of the closing prices for each period of the past one (1) month, the past three (3)months, and the past six (6) months ended on April 25, 2023 were used for both U.S.M.H andInageya.
The financial forecasts for U.S.M.H and Inageya, which Mizuho Securities used as a base incalculating the DCF Method, include fiscal years in which significant increases and decreases in
profits are expected. Specifically, operating income is expected to increase significantly from theprevious fiscal year in the fiscal years ending February 2025 and February 2026, mainly due to anincrease in same-store sales and the implementation of various measures to reduce SG&A expenses.
Net income is expected to increase significantly from the previous fiscal year in the fiscal years
ending February 2026 and February 2027. In addition, Inageya’s financial forecasts also includes
fiscal years in which significant changes in profit are expected. Specifically, in terms of operating
profit, we expect a significant increase in profit from the previous fiscal year in the fiscal years ending
March 2024 and 2025, mainly due to improvements in the gross profit margin at each store, and interms of net income, we expect a return to profitability in the fiscal year ending March 2024 because
there will be no impact from the reversal of deferred tax assets recorded in the fiscal year ending
March 2023, and we expect a significant increase in profit from the previous fiscal year in the fiscal
year ending March 2025, due to the aforementioned increase in operating profit. The synergies
expected to be realized through the execution of the Share Exchange are not reflected in the financial
forecasts of the two (2) companies because it is difficult to estimate the impact on earnings in detailat present. Therefore, such synergies are not reflected in the valuation using the DCF Method. The
financial forecasts of the two (2) companies are not based on the implementation of the Share
Exchange.
In calculating the share exchange ratio, Mizuho Securities assumed that prior to the effective date of
the Share Exchange, Inageya will receive a special dividend of JPY 1,263 million from Welpark andtransfer its Welpark shares to Welcia HD for JPY 6,989 million, as described in “Notice Concerning
Making Welpark Co., Ltd. a Wholly Owned Subsidiary Company of Welcia Holdings Co., Ltd.,
Change of Subsidiary Company in Inageya Co., Ltd. (Share Transfer), Receipt of Special Dividends
from Subsidiary and Recording of Extraordinary Profit” announced by Welcia HD, Inageya and
AEON as of today. In addition, in principle, the information provided by U.S.M.H and Inageya, as
well as publicly available information has been adopted as is (i.e., without modification). All suchmaterials and information are assumed to be accurate and complete, and Mizuho Securities has notindependently verified their accuracy and completeness. In addition, Mizuho Securities has notconducted any independent evaluation or assessment of assets and liabilities (including unrecorded
assets, liabilities and other contingent liabilities) of U.S.M.H and Inageya and their affiliates, nor has
it requested a third party to conduct an evaluation or assessment. Mizuho Securities has relied onsuch information without independently verifying the accuracy, adequacy or feasibility of thecompanies’ business plans. Mizuho Securities’ calculations reflect the above information up to April
17, 2024.
Nomura Securities calculated the share exchange ratio between the two (2) companies by using the
average market price method because U.S.M.H is listed on the Standard Market of the Tokyo Stock11

Exchange and Inageya is listed on the Prime Market of the Tokyo Stock Exchange, and therefore
market share prices for both companies exist. Nomura Securities also utilized the comparable
valuation method because there are several similar listed companies which are comparable to bothcompanies, and it is possible to infer share values by comparing similar companies. Finally, Nomura
Securities utilized the DCF Method to reflect the expected value of the future business activities ofboth companies in the calculation. In calculating the share exchange ratio, Nomura Securities
assumed that prior to the effective date of the Share Exchange, Inageya will receive a special dividendof JPY 1,263 million from Welpark and transfer its Welpark shares to Welcia HD for JPY 6,989
million, as described in “Notice Concerning Making Welpark Co., Ltd. a Wholly Owned Subsidiary
Company of Welcia Holdings Co., Ltd., Change of Subsidiary Company in Inageya Co., Ltd. (Share
Transfer), Receipt of Special Dividends from Subsidiary and Recording of Extraordinary Profit”
announced by Welcia HD, Inageya and AEON as of today.
The valuation range for Inageya under each of the valuation methods when the value per share for
U.S.M.H is set at one (1) is as follows.
MethodCalculation Range of the Share Exchange
Ratio

Average Market Price Method

1.34 – 1.50

Comparable Multiple Valuation Method

1.16 – 1.20

DCF Method

0.96 – 1.68

Under the average market price method, using April 17, 2024 as the calculation base date, the closing
price of U.S.M.H shares on the Tokyo Stock Exchange Standard Market on the calculation base date
and the simple average of the closing prices on the last five (5) business days, one (1) month, three(3) months, and six (6) months up to the calculation base date were used for U.S.M.H shares, and,using April 17, 2024 as the calculation base date, the closing price of Inageya shares on the Tokyo
Stock Exchange Prime Market on the calculation base date and the simple average of the closing
prices on the last five (5) business days, one (1) month, three (3) months, and six (6) months up to
the calculation base date were used for Inageya shares.
Under the comparable multiple valuation method, JM Holdings Co., Ltd., Ecos Co., Ltd., Life
Corporation Co., Ltd., Yaoko Co., Ltd., Mammy Mart Co., Ltd., and Belc Co., Ltd. were selected aslisted companies deemed to be similar to the supermarket business, which is the main business of thetwo (2) companies, U.S.M.H and Inageya, and the calculation was made using the multiple(“EBITDA Multiple”) of operating income before depreciation and amortization (“EBITDA”).
Under the DCF Method, the share value of U.S.M.H is evaluated by discounting the free cash flowthat U.S.M.H is expected to generate in and after the fiscal period ending February 2025 to present
value at a certain discount rate, based on various factors, including earnings and investment plans inbusiness plans from the fiscal period ending February 2025 to the fiscal period ending February 2027
prepared by U.S.M.H, and public information. The discount rate for U.S.M.H is between 3.25% and3.75%, and the perpetual growth rate is between −0.25% and 0.25%, and the EBITDA multiple isbetween 5.0 times and 7.0 times, using the perpetual growth rate method and the multiple method.
Meanwhile, regarding the valuation of shares in Inageya, the free cash flow that Inageya is expected
to generate in and after the fourth quarter of the fiscal year ending March 2024 is discounted to present
value at a certain discount rate, based on various factors including earnings forecasts and investment
plans in Inageya’s business plans from the fiscal period ending March 2024 to the fiscal period ending
March 2027 and public information. Discount rates ranging from 3.25% to 4.25% are used, and the12perpetual growth rate and the multiple method are used to calculate the continuing value, with theperpetual growth rate ranging from −0.25% to 0.25% and the EBITDA multiple ranging from 5.0
times to 7.0 times, respectively.
The financial projections of U.S.M.H and Inageya used by Nomura Securities for the calculation
using the DCF Method refer to the fiscal years in which significant increases and decreases in profit
are expected. Specifically, for the fiscal years ending February 2025, February 2026 and February
2027, U.S.M.H expects a significant increase in profit from the previous fiscal year mainly due to anincrease in same-store sales and the implementation of various measures to reduce SG&A expenses.
In particular, operating income is expected to increase by more than 30% compared to the previous
year for the fiscal year ending February 2025 and by more than 30% compared to the previous year
for the fiscal year ending February 2026. Net income is expected to increase by more than 70
compared to the previous year in the fiscal year ending February 2027. The financial forecasts for
U.S.M.H are not based on the implementation of the Share Exchange. For Inageya, the company
expects a significant increase in profit from the previous fiscal year in the fiscal years ending March
2024, March 2026 and March 2027, mainly due to improvement in profit by revitalization throughrenovation of existing stores and expansion of new stores, and introduction and expansion of private
brand products. In particular, operating income is expected to increase by more than 70% comparedto the previous year in the fiscal year ending March 2024 and by more than 30% compared to theprevious year in the fiscal year ending March 2026. Net income is expected to increase by more than
40% compared to the previous year in the fiscal year ending March 2027. In addition, in the fiscal
year ending March 2025, due to increases in corporation tax and corporation tax adjustments,
Inageya expects net income to decrease by more than 60% from the previous fiscal year. The
financial forecasts for Inageya are not based on the implementation of the Share Exchange.
The calculation of the share exchange ratio by Nomura Securities is based on financial, economic,
market, business environment and other conditions as of calculation base date, and Nomura
Securities relies on information available to it as of that date. Nomura Securities assumes the accuracy
and completeness of public information reviewed by Nomura Securities and financial, legal,
regulatory, tax, accounting and other information provided to Nomura Securities, and has notindependently verified the accuracy and completeness thereof. In addition, Nomura Securities has
not conducted any independent evaluation, appraisal or valuation of the assets or liabilities of the two(2) companies and their affiliates (including financial derivatives, off-balance sheet assets andliabilities and other contingent liabilities), including analysis and valuation of individual assets andliabilities, and has not requested any third-party institution to conduct any evaluation, appraisal or
valuation. Nomura Securities assumes that the financial forecasts and other forward-looking
information of the two (2) companies have been reasonably prepared or considered by the
management of the companies based on the best and good faith forecasts and judgments currently
possible, and that the financial condition of the companies will vary in accordance with such forecasts,
and relies on such financial forecasts and other forward-looking information without conducting any
independent investigation.
(3) Prospects of Delisting and Reasons
As a result of the Share Exchange, Inageya will become a wholly owned subsidiary of U.S.M.H as ofthe effective date of the Share Exchange (scheduled to be November 30, 2024), and Inageya Stock will
be delisted as of November 28, 2024 (the last trading date will be November 27, 2024). After the delisting,
Inageya Stock will no longer be tradable on the Tokyo Stock Exchange’s Prime Market.
Even after Inageya Stock is delisted, the shares of U.S.M.H Stock, which the shareholders of Inageya
will be allotted to through the Share Exchange, will remain listed on the Tokyo Stock Exchange’s
Standard Market and may remain tradable on the financial instruments exchange markets after theeffective date of the Share Exchange. Therefore, we believe that we can continue to provide share13

liquidity to the shareholders of Inageya who hold at least 69 shares at the Reference Time and will receiveat least one hundred (100) shares, which is a share unit of the U.S.M.H Stock, through the Share
Exchange.
On the other hand, the shareholders of Inageya who hold less than 69 shares of Inageya Stock at theReference Time will receive less than one hundred (100) shares of U.S.M.H Stock, which is a share unitof the U.S.M.H shares. Such fractional shares cannot be sold on financial instruments exchange markets,
but shareholders who will hold fractional shares of U.S.M.H Stock may request the U.S.M.H to purchasetheir fractional shares. They may also purchase from U.S.M.H such number of shares that, together with
their fractional shares, constitutes one (1) share unit. For details, please see 2. (3) “Details of the Allotment
Pertaining to the Share Exchange,” Note 3 “Handling of shares less than one (1) unit” above. The
shareholders of Inageya will not only be able to trade their shares on the Tokyo Stock Exchange’s Prime
Market as before until the final trading date, November 27, 2024 (scheduled), but also exercise theirlawful rights provided under the Companies Act and other related laws and regulations until theReference Time.
(4) Measures to Ensure Fairness
In the Share Exchange, AEON is the parent company of U.S.M.H and Inageya, and there is a structure
through which mutual conflicts of interest may arise through AEON. Therefore, U.S.M.H and Inageya
have determined that it is necessary to ensure the fairness of the Share Exchange and have implemented
the following measures.
1. Valuation reports from independent third-party institutions
In order to ensure fairness in the calculation of the share exchange ratio to be used for the Share
Exchange, U.S.M.H selected Mizuho Securities, a third-party institution that is independent of
U.S.M.H, Inageya and AEON, and obtained a valuation report on the share exchange ratio as ofApril 17, 2024, and Inageya selected Nomura Securities, a third-party institution that is
independent of U.S.M.H, Inageya and AEON, and obtained a valuation report on the shareexchange ratio as of April 18, 2024. For an overview of each valuation report, please see (2)“Matters Concerning Calculation” above. Neither of the companies obtained any written
opinions (fairness opinions) from any third-party valuation institution to the effect that the shareexchange ratio for the Share Exchange is fair from a financial viewpoint for the shareholders of
U.S.M.H and Inageya.
2. Advice from independent law firms
U.S.M.H has appointed Yodoyabashi & Yamagami LPC to act as its legal advisor for the Share
Exchange and has received legal advice regarding the procedures for the Share Exchange, andthe decision-making methods and processes of the board of directors. Yodoyabashi & Yamagami
LPC has no significant conflict of interest with U.S.M.H, Inageya or AEON. Inageya, on theother hand, has appointed Nagashima Ohno & Tsunematsu as its legal advisor for the Share
Exchange, and has received their legal advice regarding the procedures for the Share Exchange,
the decision-making methods and processes of the board of directors, and other matters.
Nagashima Ohno & Tsunematsu does not have any significant conflict of interest with U.S.M.H,
Inageya or AEON.
Although Yodoyabashi & Yamagami LPC has legal advisory agreements in place with U.S.M.H
and AEON, they are an outside law firm that provides legal services to several clients and not
limited to these two (2) companies. The firm’s independence from U.S.M.H and AEON is not
impaired by the existing legal advisory agreements. Since the firm provides legal advice
14

regarding the Share Exchange as a legal advisor independent of U.S.M.H, Inageya and AEON,
U.S.M.H has determined that the firm’s independence is secured.
(5) Measures to Avoid Conflicts of Interest
In the Share Exchange, AEON is the parent company of U.S.M.H and Inageya, and there is a structure
through which mutual conflicts of interest may arise through AEON. Therefore, the following measures
have been implemented to avoid conflicts of interest.
1. Acquisition by U.S.M.H of a report from a special committee with no interest
In an effort of being careful with the decision making in connection with the Share Exchange
and for the purpose of confirming that eliminating the possibility of arbitrariness and conflictsof interest arising from the decision-making process of the board of directors of U.S.M.H,
ensuring the fairness of such process, and causing the board of directors of U.S.M.H to approve
the Share Exchange is not disadvantageous to minority shareholders of U.S.M.H, the company
has established a special committee consisting of three (3) members: Mr. Shigekazu Torikai(Torikai Law Office) and Ms. Naoko Makino have no conflict of interest with AEON or
Inageya, are outside directors of U.S.M.H and have filed with the Tokyo Stock Exchange thatthey are independent officers; and Mr. Shinobu Okamoto, an outside auditor of U.S.M.H andfor whom U.S.M.H has filed with the Tokyo Stock Exchange as an independent officer(“U.S.M.H Special Committee”). In considering the Share Exchange, U.S.M.H has consulted
with the U.S.M.H Special Committee on whether the Share Exchange would bedisadvantageous to the minority shareholders of U.S.M.H (“U.S.M.H Matters for
Consultation”).
The U.S.M.H Special Committee held a total of 8 meetings between January 31, 2024, andApril 15, 2024. In addition, it carefully considered the U.S.M.H Matters for Consultation by
expressing opinions and collecting information via email and other means outside the meetingsand by holding consultations as necessary. Specifically, the U.S.M.H Special Committee
confirmed at its first meeting that there were no problems with the independence and expertiseof the financial advisor, Mizuho Securities, a third-party appraiser, and the legal advisor,
Yodoyabashi & Yamagami LPC, both of which were appointed by the U.S.M.H, and approved
their appointment.
Afterwards, we received an explanation from and conducted a question-and-answer session
with U.S.M.H on the purpose of the Share Exchange, pros and cons of the implementation of
the Share Exchange, expected synergies to be realized from the Share Exchange, and theprocess and summary of the preparation of the business plan of U.S.M.H that serves as aprecondition for the share exchange ratio. From Yodoyabashi & Yamagami LPC, a legal
advisor of U.S.M.H, we received an explanation on the measures taken to ensure fairness of theoperation of U.S.M.H Special Committee and other procedures in connection with the Share
Exchange, including the decision-making methods and processes of the board of directors, andto avoid conflicts of interest, as well as the results of legal due diligence on Inageya, followed
by a question-and-answer session. Furthermore, upon U.S.M.H’s request, we received an
explanation from and conducted a question-and-answer session with PwC Advisory G.K. on
the results of financial and tax due diligence on Inageya. We also received an explanation fromand conducted a question-and-answer session with Mizuho Securities, a financial advisor of
U.S.M.H and a third-party valuation institution, on the methods and results of the calculation of15

the Share Exchange Ratio, in order to verify their reasonableness. Moreover, U.S.M.H Special
Committee received advice from Mizuho Securities and Yodoyabashi & Yamagami LPC for
setting our negotiation policy on the Share Exchange Ratio, received updates on the negotiation
periodically, gave instructions as needed, and took other actions to substantially involve in thenegotiation process with Inageya.
Under these circumstances, the U.S.M.H Special Committee carefully discussed andconsidered the U.S.M.H Matters for Consultation and submitted a report to the board of
directors of U.S.M.H on April 18, 2024, to the effect that the Share Exchange is notdisadvantageous to minority shareholders of U.S.M.H. For a summary of the opinions of the
U.S.M.H Special Committee, please see 8.(3) “Summary of opinions obtained from a party
who is not involved with the controlling shareholder with respect to the fact that the transaction
etc. is not disadvantageous to minority shareholders.”
2. Approval of all directors of U.S.M.M excluding those who have a conflict of interest, andsupportive opinions of all auditors excluding those who have a conflict of interest
All seven (7) of the nine (9) directors of U.S.M.H, excluding Mr. Motohiro Fujita and Mr.
Motoya Okada, attended the meeting of the board of directors of U.S.M.H held today andresolved to approve the Share Exchange with the support of all the directors present. In
addition, all auditors of U.S.M.H participated in the above meeting, and they expressed no
objection to the above resolution.
Mr. Motohiro Fujita is concurrently serving as Advisor to AEON, and Mr. Motoya Okada isconcurrently serving as Director, Chairperson and Representative Executive Officer of AEON.
Considering their possible conflict of interest in connection with the Share Exchange, neither ofthem participated in the deliberation or resolution regarding the Share Exchange at the board of
directors’ meeting of U.S.M.H, nor participated in the discussion or negotiation with Inageya
regarding the Share Exchange in the capacity of U.S.M.H.
3. Receipt of a report from a special committee with no conflict of interest with Inageya
In an effort of being careful with the decision making in connection with the Share Exchange
and the purpose of eliminating the possibility of arbitrariness and conflicts of interest which
may arise from a decision-making process of its board of directors, ensuring the fairness
thereof, and confirming that the decision to implement the Share Exchange by the board of
directors will not be disadvantageous to the minority shareholders of Inageya, Inageya
established a special committee (“Inageya Special Committee”), consisting of Mr. Shuichi
Otani and Mr. Yaeko Ishida (Kitashiro), who have no conflict of interest in AEON or U.S.M.H
and are independent outside directors of Inageya, for whom Inageya has filed with the Tokyo
Stock Exchange that they are independent officers, and Mr. Koji Makino, who is an outside
corporate auditor of Inageya and for whom Inageya has filed with the Tokyo Stock Exchangethat the auditor is an independent officer. In considering the Share Exchange, the InageyaSpecial Committee was consulted with matters, including: (i) the reasonableness of the purposeof the Share Exchange (including whether it will contribute to increasing corporate value); (ii)the appropriateness of the terms and conditions of the Share Exchange; (iii) the fairness of theprocedures for the Share Exchange; and (iv) based on the above (i) to (iii), whether the Share
Exchange would be considered disadvantageous to the minority shareholders (collectively, (i)through (iv) below, the “Inageya Matters for Consultation”). In deciding the matters in
16

connection with the Share Exchange at the board of directors meeting, the board of directors of
Inageya resolved that the Special Committee’s judgment should be respected to the extent
possible, and that in considering the above matters for consultation, the Inageya Special
Committee shall (1) have the authority to collect information necessary for considering thematters for consultation (authority to request necessary information from the executing side of
Inageya and other parties); (2) have the authority to seek professional advice from Nomura
Securities, which is a financial advisor appointed by Inageya and a third-party valuation
institution, and Nagashima Ohno & Tsunematsu, which is a legal advisor; (3) have theauthority to designate or appoint, as necessary, an independent advisor of the Inageya Special
Committee; and (4) have the authority to negotiate, as necessary, the terms and conditions of
the Share Exchange with other parties (expenses related to (1) through (3) above shall be borne
by Inageya).
In addition to holding a total of 13 meetings between January 12, 2024, and April 18, 2024, theInageya Special Committee also expressed its opinions and collected information via email andother means outside the meetings, held ad hoc discussions, and carefully considered theInageya Matters for Consultation. Specifically, the Inageya Special Committee first confirmed
the independence and expertise of Nomura Securities, which is the financial advisor appointed
by Inageya and a third-party valuation institution, and Nagashima Ohno & Tsunematsu, which
is a legal advisor, and approved their appointment. Subsequently, the Inageya Special
Committee sent a questionnaire to U.S.M.H regarding the purpose, etc. of the Share Exchange,
and received from and conducted a question-and-answer session with U.S.M.H on the purposeof the Share Exchange, background to the Share Exchange, reason for selecting the Share
Exchange, policy behind the management policy and approach to the treatment of employees
after the Share Exchange, and treatment of Shareholder Yutai Plan. Inageya also received
advice from Nagashima Ohno & Tsunematsu, Inageya’s legal advisor, regarding the decisionmaking methods of the board of directors of Inageya relating to the Share Exchange, theoperation of the Special Committee, and other measures to ensure the fairness of theprocedures relating to the Share Exchange and measures to avoid conflicts of interest, as wellas the results of legal due diligence, and conducted a question-and-answer session. In addition,
the Inageya Special Committee received the results of financial and tax due diligence
conducted on U.S.M.H. by EY Strategy & Consulting Co., Ltd. and Ernst & Young Tax Co.
pursuant to a request from Inageya, and conducted a question-and-answer session.
Furthermore, the Inageya Special Committee received explanations from Nomura Securities,
Inageya’s financial advisor and a third-party valuation institution, on the method and results ofthe calculation of the consideration for the Transactions (e.g., the Share Exchange Ratio), andconducted a question-and-answer session to verify their reasonableness. Finally, based on
advice from Nomura Securities and Nagashima Ohno & Tsunematsu, the Inageya Special
Committee was substantially involved in the negotiations with U.S.M.H, such as by setting thenegotiation policy for the consideration for the Transactions (e.g., the Share Exchange Ratio),receiving updates on the negotiations periodically, and giving instructions as needed.
Under such circumstances, the Inageya Special Committee carefully discussed and considered
the Inageya Matters for Consultation, and submitted a report to the board of directors of
Inageya on April 18, 2024, to the effect that the Share Exchange was considered notdisadvantageous to the minority shareholders of Inageya. For a summary of the opinions of theInageya Special Committee, please see “(3) Summary of opinions obtained from a party who
is not involved with the controlling shareholder with respect to the fact that the transaction, etc.
17

is not disadvantageous to minority shareholders” in “8. Matters Related to Transactions with
Controlling Shareholder” below.
4. Unanimous approval of all directors of Inageya excluding directors who have a conflict ofinterest
At the meeting of the board of directors of Inageya held today, which resolved the proposal
regarding the Share Exchange, eight (8) of the nine (9) directors, excluding Mr. Hiroyuki
Watanabe to avoid a potential conflict of interest due to his position of Executive Vice Presidentof AEON and the positions of directors of AEON Financial Service Co., Ltd. and AEON
DELIGHT CO., LTD., which are included in the AEON Group, resolved the Share Exchange
by unanimous vote. In order to avoid a conflict of interest, Mr. Hiroyuki Watanabe did notparticipate in the discussions or negotiations regarding the Share Exchange in his capacity ofInageya, nor did he participate in the deliberations regarding the Share Exchange at the
aforementioned meeting of the board of directors of Inageya.
4. Outline of the Parties to the Share Exchange
Wholly Owning Parent Company Resulting Wholly
Owned
Subsidiaryfrom the Share Exchange
Resulting from the Share Exchange
1.

Name

United Super Markets Holdings Inc.

Inageya Co., Ltd.

2.

Address

1 Kanda Aioi-cho, Chiyoda-ku, Tokyo

1-1, Sakaemachi 6-chome,
Tachikawa-shi, Tokyo

3.

Name andtitle of the Motohiro Fujita, President and Representative
representati Directorve

Yoshikazu Motosugi, President
and Representative Director

Management of supermarket business

Retail support business, such asretail business, food wholesale,facility management, store support
business and agricultural
management by supermarkets anddrug stores

4.

Businessoverview

5.

Amountof capital

JPY 10,000 million

JPY 8,981 million (as of the end of
December 2023)

Date ofestablish
ment

March 2, 2015

May 20, 1948

6.

7.

Number 131,681,356 shares (as of the end of Februaryof issued 2024)
shares52,381,447 shares (as of the end of
December 2023)

8.

Fiscalyear end

End of February

End of March

9.

Numberof

7,230 (Consolidated)

2,677 (Consolidated)
18

10.

11.

employee (As of the end of February 2023)s(As of the end of March 2023)

Major
clients――

Mizuho Bank, Ltd.

Resona Bank, Limited

MUFG Bank, Ltd.

MUFG Bank, Ltd.

Major
tradingbanks

Mizuho Bank, Ltd.
Sumitomo Mitsui Banking
Corporation
Mitsubishi UFJ Trust and Banking
Corporation

12.

AEON Market
Investment Inc

52.31%

AEON

17.01%The Master Trust
Bank of Japan, Ltd.
(Trust Account)

5.37%

Wakagikai
Shareholding
Association

9.15%

U.S.M.H Group
Business Partners
Shareholding
Association

2.28%

Resona Bank,
Limited

4.17%

The Kambayashi
ScholarshipFoundation

1.79%

Custody Bank ofJapan, Ltd. (Trust
Account)

4.03%

1.26%

The Master Trust
Bank of Japan,
Ltd. (Trust
Account)

3.73%

1.18%

Mitsubishi
Shokuhin Co.,
Ltd.

2.29%

KOKUBU GROUP
CORP.

0.85%

Tokyo Tama
Seika Co., Ltd.

2.07%

Mitsubishi ShokuhinCo., Ltd.

0.84%

Nippon Life
Insurance
Company

1.92%

Kowa Company, Ltd.

0.78%

KOKUBUGROUP CORP.

1.78%

The Joyo Bank, Ltd.

0.77%

MUFG Bank,
Ltd.

1.64%

Major
shareholder
AEON Co., Ltd.
s andshareholdingpercentage
NIPPON ACCESS,
INC.

19

※As ofSeptember 30,
2023※As of August 31,
2023

13.

Relationshi
p between
thecompanies
concerned
Capital
As of the end of March 2024, U.S.M.H held 96,000 shares of Inageya through its
relationshi subsidiary, Kasumi, and as of the end of November 2023, Inageya held 140,800
pshares of U.S.M.H.
Personal
There are no matters to be stated.
relationshipBusiness There is no significant business relationship.
relationshipApplicabili Both U.S.M.H and Inageya are subsidiaries of AEON and are considered affiliatedty ofparties.
affiliatedpersons

14.

Operating results and financial position for the past three (3) years
U.S.M.H (Consolidated)
Fiscalyear
ended
February
2022

Fiscal year

Fiscal year ended
February 2023

Inageya (Consolidated)
Fiscalyear
ended
February
2024

Fiscal
year
ended
March
2021

Fiscal
year
ended
March
2022

Fiscal
year
ended
March
2023

Net assets

152,238

150,022150,250

55,53356,88654,980Total Assets

280,741

278,729

285,505

99,064

98,69897,451

Net assets per share(JPY)

1,180.56

1,167.15

1,168.73

1,174.24

1,202.24

1,160.26

Sales

701,159

691,981690,498

255,637

240,877

237,953

Operating profit

12,155

6,384

6,907

6,982

3,525

1,899

Ordinary Income

12,474

6,536

6,929

7,290

3,880

2,184

Profit attributable toowners of parent

5,374

1,336

1,008

4,124

2,399

△2,105

Net income per share
(JPY)

41.89

10.41

7.85

88.98

51.77

△45.43

Dividend
per share

18.00

22.50

15.00

16.00

16.00
20

15.00

(JPY)(Unit: millions yen, except as otherwise provided)
5. Status After the Share Exchange
Wholly Owning Parent Company Resulting from the Share
Exchange
1.

Name

United Super Markets Holdings Inc.

2.

Location

1 Kanda Aioi-cho, Chiyoda-ku, Tokyo

3.

Name and title ofMotohiro Fujita, President and Representative Director
representative

4.

Business overview

Management of supermarket business5.

Amount of capital

JPY 10,000 million

6.

Fiscal year end

End of February

7.

Net assets

Has not been finalized at this time.

8.

Total assets

Has not been finalized at this time.

6. Overview of Accounting Process
The Share Exchange is expected to fall under a common control transaction, etc. under the
Accounting Standards for Business Combinations, as AEON is the ultimate parent company of both
U.S.M.H and Inageya.
7. Future Outlook
As a result of the Share Exchange, Inageya is expected to become a wholly owned subsidiary of
U.S.M.H. The impact of the Share Exchange on U.S.M.H has not been determined at this time. Anynecessary revisions to the earnings forecast or any matters will be promptly disclosed in the future.
8. Matters Related to Transactions with Controlling Shareholder(1) Appropriateness of Transactions with Controlling Shareholder and Compliance with the Policy on
Measures to Protect Minority Shareholders
Since both U.S.M.H and Inageya are subsidiaries of AEON, the Share Exchange constitutes atransaction with a controlling shareholder, etc. for U.S.M.H and Inageya.

21

In the corporate governance report disclosed by U.S.M.H on May 26, 2023, “Our Group belongs to agroup, which is comprised of AEON Co., Ltd., the parent company, and its consolidated subsidiaries
and equity-method affiliates. Each of Our Group companies conducts transactions with the parent
company with respect to product purchases and other matters. Transactions with the parent company
are conducted fairly as arm’s-length transactions, and we strive to ensure that transactions with theparent company do not impair the interest of our minority shareholders. Going forward, we willcontinue to establish a system that effectively protects our minority shareholders without being
influenced by the parent company or engaging in transactions, investments and business developmentthat are advantageous to the parent company.” is provided under “Policy on Measures to Protect
Minority Shareholders in Conducting Transactions with Controlling Shareholder.” In this regard,
U.S.M.H has taken those measures to ensure fairness and avoid conflicts of interest in considering theShare Exchange as described in 3. (4) “Measures to ensure fairness” and 3. (5) “Measures to Avoid
Conflicts of Interest.” We believe that such measures complies with the content of the Corporate
Governance Report.
Inageya stated under the heading “Policy on Measures to Protect Minority Shareholders in
Conducting Transactions with the Controlling Shareholder” in its Corporate Governance Reportdisclosed today that “The company group we belong to is comprised of AEON Co., Ltd., the parent
company, and its consolidated subsidiaries and equity-method affiliates. Each of our group companies
conducts transactions with the parent company with respect to product purchases and other matters.
Transactions with the parent company are conducted fairly as arm’s-length transactions, and we strive
to ensure that transactions with the parent company do not impair the interest of our minority
shareholders. Going forward, we will continue to establish a system that effectively protects ourminority shareholders without being influenced by the parent company or engaging in transactions,investments and business development that are advantageous to the parent company.” In this regard,in considering the Share Exchange, as described in “(2) Matters concerning measures to ensure
fairness and measures to avoid conflicts of interest” below, Inageya has taken measures to ensure thefairness of transactions with controlling shareholders and to avoid conflicts of interest and believes thatsuch measures comply with the content of its Corporate Governance Report.
(2) Matters concerning measures to ensure fairness and measures to avoid conflicts of interest
As described in (1) “Appropriateness of Transactions with Controlling Shareholder and Compliancewith the Policy on Measures to Protect Minority Shareholders” above, the Share Exchange falls undera transaction with a controlling shareholder in relation to U.S.M.H and Inageya, and U.S.M.H andInageya have each determined that measures to ensure fairness and measures to avoid conflicts ofinterest are necessary. They have carefully discussed and considered the terms and conditions of the
Share Exchange at their respective board of directors’ meetings and took the measures described in (4)“Measures to Ensure Fairness” and (5) “Measures to Avoid Conflicts of Interest” to ensure fairness
and avoid conflicts of interest.
(3) Summary of opinions obtained from those who have no conflicts of interest with the controllingshareholder regarding the fact that the Transactions are not disadvantageous to minority
shareholders
As described in 3. (5) “Measures to Avoid Conflicts of Interest” above, U.S.M.H established the
U.S.M.H Special Committee and consulted with the U.S.M.H Special Committee on the U.S.M.H
Matters for Consultation.
As a result, on April 18, 2024, U.S.M.H received the following report from the U.S.M.H Special
Committee as summarized below.
22

1.

Conclusion
As a result of considering the U.S.M.H Matters for Consultation from the viewpoints of theappropriateness and reasonableness of the purpose of the Share Exchange, the fairness of theprocedures relating to the Share Exchange, and the fairness and appropriateness of the terms
and conditions of the Share Exchange, as described below, it is considered that the Share
Exchange will not be detrimental to the minority shareholders of U.S.M.H.

2.

Justification and Reasonableness of the Purpose of the Share Exchange
The U.S.M.H Special Committee discussed the purpose of the Share Exchange and expectedsynergies with U.S.M.H and explained that the implementation of the Share Exchange will not
only contribute to the improvement of the corporate value through the synergies described in (1)above, but also in the context of an increasingly competitive environment the combination of
U.S.M.H and Inageya as one corporate entity will lead to the enjoyment of various economies
of scale by strengthening the dominant position in the metropolitan area where stable demand is
expected to continue. U.S.M.H agreed with this explanation and took the view that the synergies
and the effect of the Share Exchange on the improvement of the corporate value are concrete.
Accordingly, the Share Exchange is deemed to contribute to the improvement of the corporate
value of U.S.M.H, and the purpose of the Share Exchange is judged to be justified andreasonable.

3.

Fairness of Share Exchange Procedures
U.S.M.H has carefully considered the fairness of the Share Exchange procedures after receiving
advice from an independent legal advisor, financial advisor, and third-party accounting
institution. In addition, U.S.M.H judged that the U.S.M.H Special Committee obtained
important information for U.S.M.H’s general shareholders to ensure a state of affairs where the
U.S.M.H Matters for Consultation could be considered and decided on as well as being
substantially involved in the negotiation process concerning the terms of the transaction.
In addition, in order to avoid conflicts of interest or perceived conflicts of interests in connection
with the Share Exchange, U.S.M.H, after deliberation by seven directors, excluding Mr.
Motohiro Fujita and Mr. Motoya Okada, plans to make a unanimous resolution at a board of
directors meeting to conduct the Share Exchange and unanimously, on the condition there is noobjection from the corporate auditors. Further, neither Mr. Motohiro Fujita nor Mr. Motoya
Okada participated in discussions and negotiations with Inageya concerning the Share Exchange
on behalf of U.S.M.H, and will not participate in the deliberations and resolutions concerning
the Share Exchange at the above board of directors meeting. Therefore, it can be evaluated thatmeasures to avoid the suspicion of conflict of interest with AEON will be taken in decisionmaking at the board of directors meeting of U.S.M.H.
As described above, while U.S.M.H has taken reasonable measures necessary to ensure thefairness of the Share Exchange, it is judged that the procedures relating to the Share Exchange
are fair.

4.

Fairness and Appropriateness of the Share Exchange Transaction Terms and Conditions
It is recognized that, after taking measures to ensure fairness as described above, U.S.M.H
23

undertook negotiations in the process of determining the transaction conditions with the adviceof independent and expert advisors and in consideration of the opinions and direction of the
U.S.M.H Special Committee in important aspects such as the determination of the Share
Exchange Ratio. Accordingly, it is judged that the negotiation process regarding the terms of the
Share Exchange was fair and conducted between independent parties, and that reasonable efforts
were made to ensure that the Share Exchange was conducted under the most favorable
transaction conditions for general shareholders while enhancing the corporate value.
In addition, the Share Exchange Ratio is within the range of the Share Exchange Ratio calculatedby Mizuho Securities using the DCF Method in its Share Exchange Ratio Calculation Report
dated April 17, 2024, and there is nothing unreasonable about Mizuho Securities's method orprocess for calculating the Share Exchange Ratio. Further, although the Share Exchange Ratio
exceeds the range of values calculated by Mizuho Securities using the Market Share Price Basis
Method and the Comparable Multiple Valuation Method in its Share Exchange Ratio
Calculation Report mentioned above, the validity of the Share Exchange Ratio is not lost by
exceeding the range provided by both valuation methods because both valuation methods do notinclude the control premium acquired at the time of acquisition.
As described above, the Share Exchange Ratio was reached via a fair negotiation that is
considered to be between independent parties, and in an environment in which reasonable efforts
were made to achieve the Share Exchange under conditions that are as favorable as possible togeneral shareholders while increasing corporate value. Proposals for the Share Exchange Ratio
have been made multiple times with the substantial involvement of U.S.M.H’s advisors and the
U.S.M.H Special Committee, and earnest negotiations have resulted in the Share Exchange
Ratio falling within the range calculated by Mizuho Securities using the DCF Method in its
Share Exchange Ratio Calculation Report dated April 17, 2024. Therefore, the terms of the Share
Exchange are appropriate.
The implementation method of the Share Exchange and the form of consideration are also
appropriate.
As described above, the conditions of the Share Exchange, including the Share Exchange Ratio,
are appropriate, and the process for determining the transaction conditions was also fair.
Meanwhile, as described in “(5) Measures to Avoid Conflicts of Interest” in “3. Basis for the Details
of Allotment Pertaining to the Share Exchange” above, Inageya established the Inageya Special
Committee and consulted with the Inageya Special Committee on the Inageya Matters for
Consultation.
As a result, Inageya received the following report from the Inageya Special Committee on April 18,
2024, as summarized below.
1.

Rationality of the Purpose of the Share Exchange (including whether it will contribute to theimprovement of corporate value)
The Share Exchange will provide economies of scale, reduce costs and improve efficiency
through joint purchasing and joint distribution, and provide synergies such as the promotionof digitization. There are many advantages to the Share Exchange and no significant
disadvantages.

24Therefore, the Share Exchange is deemed to be justified as contributing to the improvementof corporate value.

2.

Appropriateness of Share Exchange Conditions
The Share Exchange Ratio is deemed to have been determined as a result of thoroughnegotiations between parties that are deemed to be independent to each other and is at a level
seen in similar transactions. The Share Exchange Ratio is within the price range for the
calculation of the Share Exchange Ratio by Nomura Securities, an independent third-party
valuation institution, which was conducted based on a reasonably formulated and rational
business plan, and the level is deemed to be comparable to that of similar transactions. It isalso recognized that maximum consideration was given in relation to the Tender Offer priceas well so as not to disadvantage minority shareholders. Further, Inageya reached agreementon the other transaction terms that are important for Inageya as a company to secure.
Therefore, it is recognized that the adequacy of the entire transaction of the Share Exchange,
including the Share Exchange Ratio, has been ensured from the perspective of minority
shareholders in Inageya.

3.

Fairness of the Share Exchange Procedures
In connection with the Share Exchange measures have been adopted to secure fairness interms of necessary and sufficiency of content, such as the establishment of special
committees with sufficient measures taken to enhance effectiveness, the elimination of
AEON's involvement in the decision-making process, the receipt of advice from outside
experts, and the provision of substantial information to minority shareholders. These
measures have been effectively implemented.
Therefore, it is recognized that due consideration has been given to the interests of minority
shareholders in Inageya through fair procedures in connection with the Share Exchange.

4.

Will the Share Exchange be Detrimental to Minority Shareholders?
As discussed in detail in (2) and (3) above, the Share Exchange Ratio and other terms andconditions of the Share Exchange have been ensured from the perspective of the minority
shareholders, and due consideration has been given to the interests of the minority
shareholders through fair procedures. Therefore, the Share Exchange is found not to be
detrimental to the minority shareholders in Inageya.

II. Changes in Subsidiaries within U.S.M.H
1. Reason for Changes
Since Inageya will become a consolidated subsidiary of U.S.M.H as of the effective date of the Share
Exchange, it is expected that there will be changes in the U.S.M.H’s subsidiaries.
25

2. Overview of the Subsidiaries to be Changed
Please refer to I.4. “Outlines of the Parties to the Share Exchange” above.
3. Number of shares and percentage of voting rights before and after the changes
Number of voting rights (percentage of voting rights
owned)
Directly owned
Additional units
Total
0 units
960 units
960 units
Before change(0.00%)(0.21%)(0.21%)
464,019 units
464,019 units
After change(100.00%)(100.00%)(note) For the calculation of the number of voting rights (percentage of voting rights owned), the numberof voting rights (464,019 units) pertaining to the difference (46,401,900 shares) obtained by subtracting thenumber of treasury shares owned by Inageya (5,946,838 shares) and the number of Inageya’s shares lessthan one (1) unit (32,709 shares) from the total number of outstanding shares of Inageya as of September
30, 2023 (52,381,447 shares) is used as the denominator. The same shall apply hereafter.
4. Scheduled date of changes
November 30, 2024 (the effective date of the Share Exchange)
5. Future outlook
Please refer to I.7. “Future Outlook.”
6. Matters Related to Transactions with Controlling Shareholder
Please refer to I.8. “Matters Related to Transactions with Controlling Shareholder.”III. Changes to Inageya’s Parent Company and Largest Shareholder—i.e. Major Shareholder
1. Scheduled date of changes
November 30, 2024 (the effective date of the Share Exchange)
2. Background of the expected changes
As described in “I. Share Exchange” above, Inageya plans to execute the Share Exchange as of November
30, 2024 (“Effective Date”), and U.S.M.H will become Inageya’s wholly owning parent company as of
the Effective Date through the Share Exchange. It means that U.S.M.H will be Inageya’s parent company
and the largest shareholder—i.e. major shareholder.
On the other hand, AEON, Inageya’s current parent company and the largest shareholder—i.e. major
26

shareholder, will cease to be such as of the Effective Date.
3. Summary of the affected shareholders(1) Summary of the expected new parent company and expected largest shareholder, which is a major
shareholder
Please refer to “4. Outline of the Parties to the Share Exchange” in “I. Share Exchange”(2) Summary of the shareholder which ceases to be the largest shareholder—i.e. major shareholder(1) Name

AEON Co., Ltd.

(2) Address

5-1, Nakase 1-chome, Mihama-ku, Chiba-shi, Chiba(3) Name and title of Akio Yoshida, President and Chief Executive Officer
the representative(4) Business overview

Management of the company’s business activities by holding stocks or sharesof companies engaged in retail businesses, shopping mall development
businesses, financial services businesses, services businesses and related
businesses.

(5) Amount of capital

JPY 220,007 million (as of February 29, 2024)(6) Date ofestablishment

September 21, 1926

(7) Net assets

JPY 2,087,201 million (as of February 29, 2024)(8) Total assets

JPY 940,869 million (as of February 29, 2024)(9) Major shareholders
andshareholding
percentage (as ofAugust 31, 2023)

The Master Trust Bank of Japan, Ltd. (Trust Account)
Custody Bank of Japan, Ltd. (Trust Account)
Mizuho Bank, Ltd.
The Cultural Foundation of Okada
AEON Environmental Foundation
The Norinchukin BankSTATE STREET BANK WEST CLIENT-TREATY 505234
AEON Mutual Benefit Society (Nomura Securities account)
Employees’ Stockholding Association
Tokio Marine & Nichido Fire Insurance Co., Ltd.

(10) Relationshipbetween thecompanies concerned

Capital relationship AEON holds 23,586,400 shares of Inageya’s common
stock (ownership percentage (see Note): 50.79%). In
addition, it indirectly holds 96,000 shares of Inageya(ownership percentage: 0.21% ) through Kasumi, asubsidiary of U.S.M.H, which is a consolidated
subsidiary of AEON.

13.67%
4.42%
3.88%
2.56%
2.54%
2.12%
1.43%
1.41%
1.41%
1.17%

Personal
relationship

Mr. Hiroyuki Watanabe, an executive vice president incharge of human resources and administration, andsupervisor of risk management of AEON, concurrently
serves as Inageya’s director.

Business

There are transactions with respect to product purchases
27relationshipand other matters between AEON Group and Inageya
group.

Note: The term “ownership percentage” refers to the percentage of shares obtained by deducting the numberof the treasury shares held by Inageya as of September 30, 2023 (excluding 85,256 shares of Inageya’s stock
held as a stock benefit trust for officers and employees as of September 30, 2023; the same applies below)(5,946,838 shares) from the total number of outstanding shares (52,381,447 shares) of Inageya as stated in
the second quarterly report for the 76th term filed by Inageya as of November 14, 2023, and is rounded tothree decimal places.
4. Changes in the number and percentage of voting rights owned by changing shareholders(1) U.S.M.H (shareholder which will become the parent company and the largest shareholder—i.e. major
shareholder)
Shareholder type
Before change
After change-

Number of voting rights (percentage of voting rights owned)
Directly owned

Additional units

Total

0 units

960 units

960 units(0.00%)(0.21%)(0.21%)

Parent company 464,019 units
andlargest(100.00%)
shareholder—i.e.
major shareholder-

464,019 units(100.00%)(note) For the calculation of the number of voting rights (percentage of voting rights owned), the numberof voting rights (464,019 units) pertaining to the difference (46,401,900 shares) obtained by subtracting thenumber of treasury shares owned by Inageya (5,946,838 shares) and the number of Inageya’s shares lessthan one (1) unit (32,709 shares) from the total number of outstanding shares of Inageya as of September
30, 2023 (52,381,447 shares) is used as the denominator. The same shall apply hereafter.
(2) AEON (shareholder which ceases to be the largest shareholder—i.e. major shareholder)
Shareholder type

Number of voting rights (percentage of voting rights owned)
Directly owned

Before change

After change

Additional units

Total

Parent company 235,864 units
and largest(50.83%)
shareholder—i.e.
major shareholder

960 units236,824 units(0.21%)(51.03%)

Parent company

464,019 units

464,019 units(100.00%)(100.00%)-

5. Changes in unlisted parent company subject to disclosureThis item is not applicable.
6. Future outlook
28

Inageya will become U.S.M.H’s wholly owned subsidiary through the Share Exchange and is expected to
be delisted from the Tokyo Stock Exchange as of November 28, 2024. The precise date of delisting will bedecided in accordance with the Tokyo Stock Exchange regulations.
End(Reference) U.S.M.H consolidated earnings forecast for the current fiscal year and consolidated
results for the previous fiscal year
Consolidated
operatingrevenue
Forecast ofConsolidated
OperatingResults

Consolidated
operating profit

Consolidated
ordinary profit

Profit attributable
to shareholders of
the parent
company

745,100

8,500

8,450

1,800

706,657

6,907

6,929

1,008

- FY February
2025
Results for theprevious year
- FY February
2024(Reference) Inageya consolidated earnings forecast for the current fiscal year and consolidated results
for the previous fiscal year
Consolidated
operatingrevenue
Forecast ofConsolidated
OperatingResults

Consolidated
operating profit

Consolidated
ordinary profit

Profit attributable
to shareholders of
the parent
company259,000

2,400

2,400

700

248,546

1,899

2,184

△2,105- FY March 2024
Results for theprevious fiscal
year- FY March 2023
This press release contains forward-looking statements regarding the success or failure of the
management integration of U.S.M.H and Inageya, the timing and results of such integration
29

(including the realization of synergies and integration effects), as well as the performance of bothcompanies. Statements herein other than those relating to past or current facts may constitute suchforward-looking statements. These forward-looking statements are based on assumptions andjudgments made by both companies in light of the information currently available to them, and may
contain, among other things, known and unknown risks, uncertainties and other factors. Due to suchfactors, it is possible that actual results may significantly differ from the projections on earnings,
business results, financial positions and the like of either or both of the two (2) companies (or thegroup after the integration) expressed or implied by the forward-looking statements as contained inthis press release. Furthermore, the companies have no obligation to update and disclose any forwardlooking statements after the date of this press release. Investors are advised to refer to further
disclosures to be made by the two (2) companies (or the group after the integration) in Japan or
through filings with the U.S. Securities and Exchange Commission.
Examples of risks, uncertainties and other factors discussed above include, but are not limited to, thefollowing:(1) economic conditions in Japan and abroad;(2) fluctuations in interest rates on loans and bonds, and other changes in financial markets;(3) changes in the value of securities and other assets held (including pension assets);(4) changes in laws, regulations or other rules (including environmental regulations) concerningbusiness activities;(5) suspension or restriction, etc. of business activities due to disaster or accident, etc.;(6) inability to execute the Share Exchange or changes in the method or substance, etc. of the
Share Exchange due to a failure to complete necessary procedures, including approval at theshareholders’ meeting pertaining to the Share Exchange Agreement, or other reasons; and(7) difficulties or impossibility in realizing the synergies or integration effects for the group after
the Share Exchange.

30