(Translation)
November 2, 2021

To Whom It May Concern:
2-70, Konan 1-chome, Minato-ku, Tokyo
JALUX Inc.
Masashi Shinohara,
Representative Director and Chief Executive Officer(Code: 2729, First Section of the Tokyo Stock Exchange)
Contact:
Yasuhiro Yamazaki,
Head of Corporate Planning Department(Tel: +81-3-6367-8822)
Notice Regarding Expression of Opinion (to Support) with respect to the Planned Commencement of Tender Offer
and Recommendation for Tender Offer for Our Shares by SJ Future Holdings Corporation, in which Japan
Airlines Co., Ltd. and Sojitz Corporation Jointly Invest
JALUX Inc. (the “Company”) hereby announces that it has resolved, at its board of directors’ meeting held today,
that, as its opinion as of today, it will express an opinion to support a tender offer (the “Tender Offer”) pursuant to the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “Act”) for its shares ofcommon stock (the “Company Shares”) to be conducted by SJ Future Holdings Corporation, in which Japan Airlines
Co., Ltd. (“JAL”) plans to hold a 50.50% stake and Sojitz Corporation (“Sojitz”) plans to hold a 49.50% stake,respectively (SJ Future Holdings Corporation shall hereinafter be referred to as the “Tender Offeror” and, collectively
with JAL and Sojitz, the “Tender Offerors”), and recommend that the Company’s shareholders tender their Company
Shares in the Tender Offer, if the Tender Offer is commenced, as detailed below.
According to the Tender Offerors, since it is expected to take a certain period of time to complete the necessary
steps and measures under domestic and foreign (Japanese and Chinese) competition laws, it is anticipated that theTender Offer will commence promptly after the conditions precedent, such as the completion of such necessary steps
and measures (for details, please refer to (Note) in “A. Overview of the Tender Offer” in “(2) Grounds and Reasons for
the Opinion on the Tender Offer” in “3. Details of and Grounds and Reasons for the Opinion on the Tender Offer”
below), (the “Conditions Precedent to the Tender Offer”) have been satisfied (or waived by the Tender Offerors). As oftoday, the Tender Offerors are aiming at commencing the Tender Offer in early February 2022; however, given that itis difficult to accurately estimate how long it will take to complete the procedures, etc., required by domestic andforeign competition authorities, details of the schedule for the Tender Offer will be announced as soon as they are
finalized.
Therefore, the Company resolved, at the above-mentioned meeting of its board of directors, the following
procedures to be taken for the Company to express its opinions. Essentially, the Company resolved that, upon thecommencement of the Tender Offer, as described in “B. Establishment of an Independent Special Committee by theCompany” in “(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of
the Tender Offer Price and to Avoid Conflicts of Interest” in “3. Details of and Grounds and Reasons for the Opinion
on the Tender Offer” below, the Company will consult the special committee, which was established by the Company,
to examine whether there is any change in their opinion as of today, and report to the Company’s board of directors, if
there is no change of opinion, to such effect, and, if there is any change, the opinion of the special committee after suchchange. In light of such opinion, the Company has also resolved that it will express its opinion regarding the Tender
Offer again upon the commencement of the Tender Offer.
It should be noted that the above resolutions of the Company’s board of directors have been made on the1assumption that the Tender Offerors intend to privatize the Company Shares through the Tender Offer and a series ofprocedures thereafter, and that the Company Shares will be delisted.
1. Outline of the Tender Offeror
(1)

Name

SJ Future Holdings Corporation(2)

Address

1-1, Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo(3)

Name and title ofRepresentative(4)

Business outlines

Sari Miida, President and Representative Director
1. Business to control and manage business activities of other companies byholding shares or equities in such companies; and2. All other business related to or connected with the activities described in theabove item.

(5)

Capital stock

50 yen(6)Date of establishment

October 1, 2021

(7)

Major shareholders
and ownership
ratios (as of November 2,

Sojitz Corporation

100%

2021)
(8)

Relationship between the Company and the Tender Offeror
Capital Relationship

N/A
Sojitz, the wholly-owning parent company of the Tender Offeror as of today, holds
2,810,500 shares of the Company Shares (ownership ratio (Note): 22.22%). JAL,
which will become the parent company of the Tender Offeror by the time of thecommencement of the Tender Offer, holds 2,727,500 shares of the Company
Shares (ownership ratio: 21.56%).

Personnel relationshipN/A
One (1) of the directors of the Company holds the position of executive officer ofSojitz, the wholly-owning parent company of the Tender Offeror as of today, andone (1) of the directors of the Company was formerly at Sojitz. Further, one (1) of
the directors of the Company holds the position of executive officer of JAL, which
will become the parent company of the Tender Offeror by the time of thecommencement of the Tender Offer, and one (1) of the directors of the Company
was formerly at JAL.

Business Relationship

N/A
The Company has a business relationship, involving sale of goods and the like,with Sojitz, the wholly-owning parent company of the Tender Offer as of today.
The Company also has a business relationship, involving wholesale of goods forin-flight sales and payment of listing fees, and the like, with JAL, which will
become the parent company of the Tender Offeror by the time of thecommencement of the Tender Offer.

Status as

N/Arelated party

The Company is an equity-method affiliate of Sojitz, the wholly-owning parent
company of the Tender Offer as of today, and thus a related party of Sojitz.
Further, the Company is an equity-method affiliate of JAL, which will become theparent company of the Tender Offeror by the time of the commencement of theTender Offer, and thus a related party of JAL.

(Note)“Ownership ratio” means the ratio (expressed as a percentage rounded to two decimal places) of the number of2shares held by a relevant shareholder to the number of outstanding shares (12,651,166 shares) of the Company
resulting from the following formula; hereinafter the same:(A) the total number of issued shares of the Company (12,775,000 shares) as of September 30, 2021, as stated in
the “Summary of Financial Results for the Second Quarter of the Fiscal Year Ending March 31, 2022 (Japan
GAAP) (Consolidated),” announced by the Company on November 2, 2021 (the “Company’s Second Quarter
Financial Results”) minus (B) the number of treasury shares held by the Company (123,834 shares) as of thesame day.
2. Tender Offer Price
2,560 yen per share of common stock
3. Details of and Grounds and Reasons for the Opinion on the Tender Offer(1) Details of the Opinion on the Tender Offer
The Company resolved, at its board of directors’ meeting held today, that, as its opinion as of today, it will express
an opinion to support the Tender Offer and recommend that the Company’s shareholders tender their Company Sharesin the Tender Offer, if the Tender Offer is commenced, based on the grounds and reasons stated in “(2) Grounds andReasons for the Opinion on the Tender Offer” below.
As stated above, according to the Tender Offerors, it is anticipated that the Tender Offer will commence promptly
after the Conditions Precedent to the Tender Offer have been satisfied (or waived by the Tender Offerors). As of today,
the Tender Offerors are aiming at commencing the Tender Offer in early February 2022; however, given that it isdifficult to accurately estimate how long it will take to complete the procedures, etc., required by domestic and foreigncompetition authorities, details of the schedule for the Tender Offer will be announced as soon as they are finalized.
Therefore, the Company resolved, at the above-mentioned meeting of its board of directors, the following
procedures to be taken for the Company to express its opinions. Essentially, the Company resolved that, upon thecommencement of the Tender Offer, as described in “B. Establishment of an Independent Special Committee by theCompany” in “(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of
the Tender Offer Price and to Avoid Conflicts of Interest” below, the Company will consult the special committee,
which was established by the Company, to examine whether there is any change in their opinion as of today, andreport to the Company’s board of directors, if there is no change of opinion, to such effect, and, if there is any change,
the opinion of the special committee after such change. In light of such opinion, the Company has also resolved that it
will express its opinion regarding the Tender Offer again upon the commencement of the Tender Offer.
The above resolutions of the Company’s board of directors have been made in the manner stated in “E. Approval by
All of the Directors Without Interest and Unanimous Opinion of All of the Company Auditors” in “(6) Measures to
Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of the Tender Offer Price and to
Avoid Conflicts of Interest” below.
(2) Grounds and Reasons for the Opinion on the Tender Offer
Of the grounds and reasons for the opinion on the Tender Offer, the statements regarding the Tender Offerors are
based on the explanations received from the Tender Offerors.
A.

Overview of the Tender Offer
JAL and Sojitz resolved, at their respective board of directors’ meetings held today, to enter into ashareholders’ agreement between JAL and Sojitz (the “Shareholders’ Agreement”) as of today, pursuant to which
JAL and Sojitz will, subject to the Conditions Precedent to the Tender Offer (Note) being satisfied (or waived by
the Tender Offerors), have the Tender Offeror, in which JAL plans to hold a 50.50% stake and Sojitz plans tohold a 49.50% stake, respectively, acquire through the Tender Offer all of the Company Shares (excluding theCompany Shares held by the Tender Offerors and Japan Airport Terminal Co., Ltd. (“Japan Airport Terminal”)
and the treasury shares held by the Company) are subject. The Tender Offer will be conducted as part of a seriesof transactions (the “Transactions”) aimed at taking the Company Shares private while maintaining and3

strengthening the relationship between the Company and the existing major shareholders, as a result of which theTender Offerors and Japan Airport Terminal, which holds 1,022,000 shares of the Company Shares (ownership
ratio: 8.08%) and is the third largest shareholder of the Company, will be the only shareholders of the Company.
The Tender Offeror also decided today to acquire the Company Shares through the Tender Offer, subject to theConditions Precedent to the Tender Offer being satisfied (or waived by the Tender Offerors). As of today, JAL is
the second largest shareholder of the Company, which holds 2,727,500 shares of the Company Shares(ownership ratio: 21.56%), and the Company is an equity-method affiliate of JAL. As of today, Sojitz is thelargest shareholder of the Company, which holds 2,810,500 shares of the Company Shares (ownership ratio:
21.56%), and the Company is an equity-method affiliate of Sojitz. The Tender Offeror is a joint stock company
established on October 1, 2021, mainly for the purpose of acquiring and holding the share certificates, etc., of theCompany through the Tender Offer, and as of today, the Company does not hold any Company Shares.
(Note)(i) at the meeting of the board of directors of the Company, the board of directors of the Company
resolved, upon unanimous approval, to express an opinion in favor of the Tender Offer and torecommend that the shareholders of the Company tender their shares in the Tender Offer, and nochange or withdrawal of the opinion so expressed has been made; (ii) the procedures and waiting
periods under the domestic and foreign (Japanese and Chinese) competition laws have been
completed; (iii) there is no petition, litigation, proceeding, order, disposition or judgment to restrictor prohibit the Transactions; (iv) there is no non-public material information with respect to theCompany as stipulated in Article 166, Paragraph 2 of the Act; (v) there is no material adverse effecton the assets, management or financial condition of the Company’s group (which is a collective
name referring to the Company and its subsidiaries and affiliates; hereinafter the same), or on the
future earnings plan related to the quality of earnings of the Company’s group; (vi) the special
committee, which was established by the Company, submitted a report to express an opinion thatthey are in favor of the Tender Offer and recommend that the shareholders of the Company tendertheir shares in the Tender Offer, and no change or withdrawal of the opinion so expressed has beenmade; (vii) the Shareholders’ Agreement remains valid; (viii) the representations and warranties by
JAL and Sojitz set forth in the Shareholders’ Agreement are true and correct in material respects;(ix) JAL and Sojitz have performed or complied with, in material respects, their obligations under
the Shareholders’ Agreement; (x) the Non-Tender Agreement (as defined below; hereinafter thesame) is duly executed and remains valid;(xi) the representations and warranties by JAL, Sojitz,
and Japan Airport Terminal set forth in the Non-Tender Agreement are true and correct in material
respects; and (xii) JAL, Sojitz, and Japan Airport Terminal have performed or complied with, inmaterial respects, their obligations under the Non-Tender Agreement. For details of therepresentations and warranties, obligations, and others of each party under the Shareholders’
Agreement and the Non-Tender Agreement, please refer to “4. Tendering in Tender Offer by the
Shareholders of the Company and Other Matters Related to Important Agreements Concerning theTender Offer” below.

As of today, although Sojitz holds all of the issued shares of the Tender Offeror (one (1) share), in accordancewith the provisions of the Shareholders’ Agreement, JAL and Sojitz plan to acquire the shares of common stock
newly issued by the Tender Offeror, as the first capital increase, by the commencement date of the Tender Offer
by the Tender Offeror, respectively. Then, the ratio of voting rights with respect to the shares of the Tender
Offeror held by JAL and Sojitz will be 50.50% and 49.50%, respectively, and the Tender Offeror will be aconsolidated subsidiary of JAL.
JAL and Sojitz have agreed in the Shareholders’Agreement that they will not tender all of the Company Shares
held by them in the Tender Offer. JAL and Sojitz have also agreed that, as a result of the Transactions, they willtake the Company Shares private, and (a) JAL will make the Tender Offeror and the Company its consolidated
subsidiaries, (b) Sojitz will continue to have the Company as its equity-method affiliate, and (c) the ratio of voting
rights in the shares of the Company held by Japan Airport Terminal will be 8.08% (equal to the ownership ratio in4

relation to the Company Shares held by Japan Airport Terminal as of today).
In addition, JAL and Sojitz have agreed that, following the completion of a series of procedures to make theTender Offerors and Japan Airport Terminal the only shareholders of the Company, which are contemplated to be
implemented after the completion of the Tender Offer (for details, please refer to “(5) Policies on the
Organizational Restructuring After the Tender Offer (Matters Relating to So-called “Two-Step Acquisition”)”
below; the “Squeeze-Out Procedures”), they will take such necessary measures as stock splits of the Company
Shares and transfers for the Company Shares among the Tender Offerors and Japan Airport Terminal, to theextent that conditions (a) through (c) above are satisfied, if such measures are necessary in order to make the ratioof voting rights in the shares of the Company held by JAL and Sojitz the same level as of today (i.e., 21.56% in
relation to JAL and 22.22% in relation to Sojitz).
In addition, JAL and Sojitz entered into a non-tender agreement (the “Non-Tender Agreement”) with Japan
Airport Terminal on November 2, 2021. In the Non-Tender Agreement, Japan Airport Terminal has agreed not totender all of the Company Shares it holds to the Tender Offer. Moreover, JAL, Sojitz, and Japan Airport Terminal
have agreed that, as soon as practicable after the completion of the Squeeze-Out Procedures, they will takenecessary measures, such as stock splits of the Company Shares and transfers of the Company Shares among theTender Offerors and Japan Airport Terminal, in order to realize (c) above (to alter the ratio of voting rights in theshares of the Company held by Japan Airport Terminal to 8.08%).
Since the transfers of the Company Shares among the Tender Offerors and Japan Airport Terminal, which may
be implemented under the Shareholders’ Agreement and the Non-Tender Agreement, are contemplated to be
conducted after the total number of issued shares of the Company has decreased due to the Share Consolidation(as defined in “(5) Policies on the Organizational Restructuring After the Tender Offer (Matters Relating to Socalled “Two-Step Acquisition”)” below), which will be conducted as part of the Squeeze-Out Procedures, theprice for the transfer of the Company Shares in respect of such share transfers may be different from the price forthe purchase of the Company Shares in respect of the Tender Offer (the “Tender Offer Price”). However, sincesuch price will be determined taking into consideration the ratio of the Share Consolidation (in the case where astock split is conducted, the ratio of the stock split will also be considered), it is expected to be substantially thesame as the Tender Offer Price. For details of the Shareholder Agreement and the Non-Tender Agreement, pleaserefer to “4. Tendering in Tender Offer by the Shareholders of the Company and Other Matters Related toImportant Agreements Concerning the Tender Offer” below.
As a result of the above, the Tender Offerors (i.e., JAL, Sojitz, and the Tender Offeror) and Japan Airport
Terminal will be the only shareholders of the Company through the Transactions, and the ratio of voting rights inthe shares of the Company held by JAL, Sojitz, the Tender Offeror, and Japan Airport Terminal will be 21.56%,
22.22%, 48.14%, and 8.08%, respectively. In addition, since the ratio of voting rights in the shares of the Tender
Offeror held by JAL and Sojitz will be 50.50% and 49.50%, respectively, and JAL will make the Tender Offeror
its consolidated subsidiary, JAL will control the majority of the total voting rights in the shares of the Company,
including the ratio of voting rights in the shares of the Company held by JAL itself and the Tender Offeror, itsconsolidated subsidiary. As a result, JAL will make the Company its consolidated subsidiary.
Please also refer to the figures below of the structure for a summary of the Transactions.
<Figures of the structure of the Transactions>Ⅰ. Before the Tender Offer

5

Ⅱ. Tender Offer (Contemplated to commence in early February 2022)

Ⅲ. After the Tender Offer

6

Ⅳ. Squeeze-Out Procedure (Contemplated to be conducted around May 2022)

Ⅴ. After the Transactions

In the Tender Offer, the Tender Offeror has set 1,874,100 shares (ownership ratio: 14.81%) as the minimum
number of shares to be purchased, and, if the total number of share that are offered for sale in response to theTender Offer (the “Tendered Shares”) is less than such minimum number, the Tender Offeror will not purchaseany of the Tendered Shares. As described above, the Tender Offeror intends to make the Tender Offerors andJapan Airport Terminal the only shareholders of the Company and take the Company Shares private through theTransactions, and the special resolution at the shareholders’ meeting as stipulated in Article 309, Paragraph 2 of
the Companies Act (Act No. 86 of 2005, as amended; hereinafter the same) will be required to implement theprocedures for the Share Consolidation, as described in “(5) Policies on the Organizational Restructuring Afterthe Tender Offer (Matters Relating to So-called “Two-Step Acquisition” below. Therefore, for the purpose of thesmooth implementation of the Transactions, the Tender Offeror has set the minimum number of shares to bepurchased such that the Tender Offerors and Japan Airport Terminal will own at least two-thirds of the total
number of voting rights of all shareholders of the Company after the Tender Offer. On the other hand, the Tender
Offeror has not set the maximum number of shares to be purchased, and, if the total number of the Tendered
Shares is no less than the minimum number, the Tender Offeror will purchase all of the Tendered Shares. The
minimum number of shares to be purchased in the Tender Offer (1,874,100 shares) has been set such that theaggregate number of voting rights of the Company to be held by the Tender Offerors and Japan Airport Terminal
7

after the completion of the Tender Offer will be equivalent to, or more than, two-thirds of the total voting rightsof the Company (the number of voting rights (126,511) corresponding to the number of shares (12,651,166
shares) obtained by deducting (A) the number of treasury shares held by the Company (123,834 shares) as of
September 30, 2021 stated in the Company’s Second Quarter Financial Results, from (B) the total number ofissued shares of the Company (12,775,000 shares) as of the same date).
Furthermore, as the Tender Offeror intends to make the Tender Offerors and Japan Airport Terminal the only
shareholders of the Company and take the Company Shares private through the Transactions, if the Tender
Offeror will not acquire all of the Company Shares (excluding the Company Shares held by the Tender Offerors
and Japan Airport Terminal and the treasury shares held by the Company) through the Tender Offer, the Tender
Offeror plans to implement the Squeeze-Out Procedures to make the Tender Offerors and Japan Airport Terminal
the only shareholders of the Company.
B.

Background, Purpose, and Decision-making Process that Led the Tender Offerors to Decide to Implement theTender Offer
The predecessor of JAL, Japan Airlines Co., Ltd., was founded in August 1951. Pursuant to the Japan Airlines
Act (Act No. 154 of 1953), JAL was established in October 1953, with 50-50 funding as between the former
company and the government. JAL’s shares were listed on the respective second sections of the stock exchanges
in Tokyo, Osaka, and Nagoya in October 1961, and moved to the first section of the respective stock exchange inFebruary 1970. Subsequently, Japan Airlines System Co., Ltd. was established in September 2002 through ashare transfer between JAL and Japan Air System Co., Ltd., and the shares of JAL were delisted. In turn, sharesof Japan Airlines System Co., Ltd. were listed on the respective first sections of the stock exchanges in Tokyo,
Osaka, and Nagoya in October 2002. JAL changed its trade name to Japan Airlines International Co., Ltd. in
April 2004, and Japan Airlines System Co., Ltd. changed its trade name to Japan Airlines Corporation in June
2004. Thereafter, although shares of Japan Airlines Corporation were delisted in February 2010, JAL conducted
an absorption-type merger of Japan Airlines Corporation in December 2010, and after changing its trade name to
Japan Airlines Co., Ltd. (its current name) in April 2011, its shares were listed on the first section of the Tokyo
Stock Exchange, Inc. (the “Tokyo Stock Exchange”) in September 2012, where they continue to be listed today.
Currently, JAL has 80 subsidiaries and 51 affiliates, and, as the JAL Group (which is a collective name referring
to JAL and its subsidiaries and affiliates; hereinafter the same), with a main focus on the air transportation
business, it has expanded into businesses such as the planning and sales of tours using air transportation, baggage
delivery, system development and operation, and the credit card business.
In May 2021, JAL released the “JAL Group Medium-Term Management Plan 2021-2025” to attain its granddesign “JAL Vision 2030,” as driven by the key themes of “Safety and Comfort” and “Sustainability” as growthengines, which aims to realize “a safe, secure, and reliable society in a comfortable environment” and “anaffluent society where each one of us can sense and hope for a brighter future.” In order to adapt toenvironmental changes and to achieve sustainable growth and development, JAL has positioned “businessstrategy,” “finance strategy,” and “ESG strategy” as its strategic pillars. In particular, with respect to its businessstrategy, JAL aims to return to its pre-pandemic earnings level as early as possible and achieve growth bymoving forward with a restructuring business model addressing changes in market trends, and to provide a safe
and secure travel experience.
As of March 1991, JAL held 16,180,000 shares of the Company Shares (70.35% of the total number of issued
shares at the time). However, the number of the Company Shares held by JAL became 15,880,000 shares(69.04% of the total number of issued shares at the time) as a result of a share transfer to the employee stock
ownership association of the Company conducted in June 1997, and became 7,940,000 shares (69.04% of thetotal number of issued shares at the time) due to the share consolidation conducted by the Company in July 1999,
and became 7,190,000 (58.69% of the total number of issued shares at the time) in February 2002 due to asecondary offering of the Company Shares in connection with the listing of the Company Shares. Furthermore,in December 2003, the number of the Company Shares held by JAL became 6,890,900 shares (56.25% of thetotal number of issued shares at the time) due to off-auction sales. Subsequently, in November 2004, it became
375,000 shares (2.94% of the total number of issued shares at the time) due to a transfer to Japan Airlines
Corporation. In addition, through a secondary offering and transfer to Japan Airlines Corporation conducted8

between December 2004 and January 2005, JAL sold all of its Company Shares. Thereafter, in December 2010,as a result of an absorption-type merger of Japan Airlines Corporation, which was holding 2,727,500 shares of
the Company Shares, the number of the Company Shares held by JAL became 2,727,500 shares (21.35% of thetotal number of issued shares at the time).
Sojitz was established in April 2003 as a holding company, Nissho Iwai-Nichimen Holdings Corporation,
through a joint share transfer between Nichimen Corporation and Nissho Iwai Corporation. Thereafter, Nichimen
Corporation and Nissho Iwai Corporation, which were both subsidiaries of Nissho Iwai-Nichimen Holdings
Corporation, were merged to form Sojitz Corporation in April 2004, and, in response to the merger, Nissho IwaiNichimen Holdings Corporation changed its trade name to Sojitz Holdings Corporation in July 2004. Further, in
October 2005, it changed its trade name to Sojitz Corporation after absorbing Sojitz Corporation, which was its
subsidiary. The shares of Sojitz (Nissho Iwai-Nichimen Holdings Corporation at the time) were listed on therespective first sections of the stock exchanges in Tokyo and Osaka in April 2003, and thereafter, as a result ofintegration of the two stock exchanges in July 2013, they came to be listed only on the first section of the Tokyo
Stock Exchange, where they continue to be listed today. Currently, Sojitz has 289 consolidated subsidiaries and
131 equity-method affiliates, and with its subsidiaries and affiliates, collectively known as the Sojitz Group(hereinafter the same). The Sojitz Group, as a general trading company, operates its businesses globally,
including the sales and purchase of goods, trading business, the manufacture and sale of various products and theprovision of services domestically and overseas, the planning and coordination of various projects, investment invarious business areas, and financial activities.
In April 2021, Sojitz released the “Medium-term Management Plan 2023,” and defines “Sojitz’s vision for2030” as becoming “a general trading company that constantly cultivates new businesses and human capital”
and aims to increase corporate value by creating businesses and values that responds to market needs and social
issues. Then, in April 2021, Sojitz implemented organizational reforms (Note 1) to reorganize the existing ninedivisions into seven divisions with the aim of expanding and transforming business scale and promoting new
businesses in the new growth fields in light of remarkable changes in the market, rapid digitization trend, anddiversification of values. Sojitz reviewed the business division structure and reorganized the former “Retail &Lifestyle Business Division,” which became the “Retail & Consumer Service Division,” contemplating
expansion of service-related businesses addressing domestic and overseas market needs. Sojitz transforms
existing businesses and develops diverse businesses that bring “affluence of life” and “convenience” to people inVietnam, India, and other growing emerging markets, and takes action based on the theme of strengthening
businesses in domestic retail operations.
(Note 1) Sojitz reorganized the structure of its business division from the nine divisions of “Automotive
Division,” “Aerospace & Transportation Project Division,” “Machinery & Medical Infrastructure
Division,” “Energy & Social Infrastructure Division,” “Metals & Mineral Resources Division,”“Chemicals Division,” “Foods & Agriculture Business Division,” “Retail & Lifestyle Business
Division,” and “Industrial Infrastructure & Urban Development Division” into seven divisions of“Automotive Division,” “Aerospace & Transportation Project Division,” “Infrastructure &Healthcare Division,” “Metals, Mineral Resources & Recycling Division,” “Chemicals Division,”“Consumer Industry & Agriculture Business Division,” and “Retail & Consumer Service
Division.”
In March 2007, Sojitz purchased part of the Company Shares held by Japan Airlines Corporation through anoff-market transaction, which resulted in Sojitz holding 3,832,500 shares of the Company Shares (30.00% of thetotal number of issued shares at the time). Thereafter, in August 2011, with the execution of a capital and businessalliance agreement with the Company and Japan Airport Terminal, Sojitz transferred part of the Company Shares
held by it to Japan Airport Terminal, resulting in the number of the Company Shares held by Sojitz becoming
2,810,500 shares (22.00% of the total number of issued shares at the time).
On the other hand, in March 1962, the Company was established under the trade name Aviation Trading Co.,
Ltd. as a trading and logistics subsidiary of JAL for the purpose of comprehensively developing businesses
incidental to air transportation, and changed its trade name to Nikko Shoji Co., Ltd. in October 1963. In March
2001, which was positioned as the second phase of its founding, the Company changed its trade name to JALUX
9

Inc., and resolved to express the company’s trade name using the English alphabet instead of katakana at thegeneral meeting of shareholders held in June 2001. Thereafter, the Company Shares were listed on the second
section of the Tokyo Stock Exchange in February 2002, and were designated to be listed on the first section of
the Tokyo Stock Exchange in March 2004, and at present, the Company Shares are listed on the First Section of
the Tokyo Stock Exchange. The Company’s group consists of 20 consolidated subsidiaries and 6 equity-method
affiliates, and, focusing on aviation and service businesses mainly composed of aviation and airports, it actively
pursues the expansion of its business domains, including management of airport shops, the Retail Business, suchas mail-order sales, and the Food & Beverage Business.
With respect to the capital relationship between the Company and, JAL and Sojitz, as mentioned above, Sojitz
became the holder of 3,832,500 shares of the Company Shares (30.00% of the total number of issued shares at
the time) and JAL became the holder of 2,727,500 shares of the Company Shares (21.35% of the total number ofissued shares at the time) due to the March 2007 partial transfer of the Company Shares held by JAL. Thereafter,in August 2011, the Company entered into a capital and business alliance agreement with Sojitz and Japan
Airport Terminal, and Sojitz transferred part of the Company Shares held by it to Japan Airport Terminal,
bringing the number of the Company Shares held by Sojitz to 2,810,500 shares (22.00% of the total number ofissued shares at the time).
The Company primarily operates the businesses below in order to achieve its corporate philosophy of“Contributing to Tomorrow”: Your partner in creating happiness and bringing a bright future to people, society
and the environment.”(i)
Aviation & Airport BusinessThis concerns sales and outsourced businesses in respect of aircraft, aircraft parts, such as engine parts,
airport special vehicles, maintenance equipment, airport ground equipment, among others, mainly
targeting aviation-related companies and general companies such as heavy industry manufacturers, aswell as airport operations at international airports overseas.
(ii)Life Service BusinessThis mainly targets general consumers and general companies and covers agency business for non-lifeand life insurance companies and business under the “Insurance Agent BPO (Business Process
Outsourcing)” model; financial planning; sales, property sales, brokerage, leasing, and facility
management, in respect of real estate; and sales of nursing care services, road-related materials andequipment, special vehicles, lifestyle materials, and printing and paper materials.
(iii)
Retail BusinessThis covers planning and sales comprising in-flight sales, mail-order sales, general merchandise, andfood gifts, mainly targeting general consumers such as air passengers; management of shops such as“BLUE SKY” (retail shops and restaurants) and “JAL DUTYFREE (duty-free shops)” at main airports inJapan, as well as wholesale in respect of duty-free shops.
(iv)
Food & Beverage BusinessThis deals with planning and wholesaling of agricultural and marine products, processed foods, in-flightmeals, and alcoholic beverages such as wines, as well as manufacture of food products, including lunchboxes and prepared dishes, mainly targeting general companies, such as retail business operators andrestaurant business operators.
The Company acknowledges that the global spread of COVID-19 since 2020 has had an enormous impact on
the economy and people’s daily lives. In Japan, travel by and contact between people have been restricted due torepeated declarations of states of emergency and the threat of COVID-19 variants, and, as a result, theCompany’s group, which pursues its business with a focus largely on the aviation and airport business domains,has faced a challenging business environment having been directly impacted by the decrease in the number of
airport users due to the spread of COVID-19. Currently, this situation is still ongoing and not expected to settle
in the foreseeable future.
However, the Company acknowledges that, despite the uncertain outlook, it is understood that as sufficientamounts of the COVID-19 vaccine are secured and the speed of vaccination increases, pre-COVID-19 daily life
will return gradually. In preparation for post-COVID-19, the Company’s group acknowledges that it is an urgent
management issue to build such a business portfolio as to reduce concentration risk in the aviation and airport
business domains by further promoting and enhancing “non-aviation and airport businesses,” which are highly
10resistant to the “COVID-19 crisis” risk, as well as to implement various reforms through the promotion of
innovation.
In January 2007, JAL and Sojitz executed the basic agreement under which Sojitz purchased 3,832,500 sharesof the Company Shares held by JAL through an off-market transaction. Based on this purchase, JAL and Sojitz,
as principal shareholders of the Company, aimed to work closely with the Company and the Company’s group
to develop initiatives that enhance the Company’s competitiveness and boost corporate value. JAL and Sojitz
also aimed to strive to enhance their own corporate value in the context of this agreement. Since the basic
agreement, JAL, which has a consumer base and trademark (branding power) as an airline, and Sojitz, which
has network and business investment know-how as a general trading company, have realized the growth of theCompany by sending outside directors to the Company and participating in its management. Specifically, theCompany’s net sales in fiscal year 2018, which were not affected by the prolonged COVID-19 pandemic, grew
by approximately 162% compared to those in fiscal year 2006, which was before JAL and Sojitz executed thebasic agreement. In addition, while Asian countries have maintained a GDP growth rate of approximately 5%
since 2000 (source: “World Economic Outlook Database,” released in April 2021 by the International MonetaryFund), and the number of air passengers worldwide roughly doubled between 2007 and 2019 (source:“Collection of Civil Aircraft Related Data for 2021,” published in March 2021 by the Japan Aircraft
Development Corporation), indicating the stable growth of demand for air travel, the Company has achieved
growth in profit against the backdrop of the growing economies in the Asian countries and the demand for air
travel. JAL and Sojitz have also achieved growth through such growth in equity gains (losses) of the affiliatedcompany.
However, JAL, Sojitz, and the Company acknowledge that self-restraint from traveling due to the global
spread of COVID-19 since the end of 2019 has adversely affected them, including reduction in travel, decreasein the number of airport users due to entry restrictions in various countries and the number of passengers fordomestic and international airlines, and in fiscal year 2020, JAL’s net sales declined by approximately 65% and
the Company’s net sales declined by approximately 45%, respectively compared to fiscal year 2019, anddemand for air travel has remained stagnant due to the prolonged COVID-19 pandemic, therefore,
reconstructing the profit structure has now become an urgent issue.
In addition, amid growing demand for a sustainable society, addressing climate change in particular is now
the highest management priority for companies; accordingly, in light of these major environmental changes,
Sojitz announced the “Medium-term Management Plan 2023” in April 2021 with the basic policy of shiftingfrom resource business domains to the pursuit of “Competitiveness” and “Growth Potential,” focusing on
Infrastructure & Healthcare business, Retail business, and Materials & Circular economy business (related toresource recycling). The main strategies that constitute this are to “continuously make new investments” and to"reform earnings structure in existing businesses.” Likewise, JAL and the Company are seeking a goal of zeroCO2 emissions from 2020. Moreover, JAL announced the “JAL Group Medium-Term Management Plan 20212025” in May 2021, and through the restructuring of its business model, its main business strategy is to expand
non-aviation businesses such as Mileage, Lifestyle and Infrastructure business (Note 2) that are expected togenerate synergies with its core business. In addition, in preparation for post-COVID-19, the Company is aiming
to further promote and enhance “non-aviation and airport businesses,” which are highly resistant to the“COVID-19 crisis” risk, as well as to implement various reforms through the promotion of innovation, andduring the fiscal year 2021, the Company plans to formulate growth strategies for the fiscal year 2022 andbeyond, with the aim of enhancing business domains other than aviation and airport business, such as Retail,Life Service, and Food & Beverage, in the direction of achieving stable revenue.
(Note 2) Non-aviation businesses such as “Mileage business,” “Lifestyle and Merchandise business,”“Regional business,” and “Contracted Service business from other airlines”
If collaboration between JAL, which focuses on non-aviation business domains, and Sojitz, which focuses on
non-resource business domains, is enhanced, it will contribute to the achievability of new growth strategy for the
non-aviation and airport businesses of the Company, and it will also enhance the business domains that JAL and
Sojitz are focusing on respectively. On the other hand, the Company is an independent listed company, and both
JAL and Sojitz have a certain influence on the Company by, for example, dispatching their officers thereto as the11major shareholders of the Company and having the Company as an affiliate. Therefore, there is a structural
conflict of interest between JAL and Sojitz and the minority shareholders of the Company. Accordingly, under
the current system, supporting the execution of the Company’s growth strategy through the investment of
resources such as JAL’s consumer base and trademark (branding power) and Sojitz’s network and business
investment know-how as a general trading company had to be restricted because greater independence isrequired due to the introduction and tightening of the Corporate Governance Code.
Based on the aforementioned background, Sojitz considered that conducting a tender offer jointly with JAL toacquire the Company Shares and privatizing the Company Shares will strengthen the business domains that all
three companies are respectively focusing on, i.e., JAL’s non-aviation business domains, Sojitz’s non-resource
business domains, and the Company’s non-aviation and airport businesses. On June 4, 2021, Sojitz approached
JAL to discuss the privatization of the Company Shares, and JAL agreed to the objectives of the consideration.
Accordingly, JAL and Sojitz began to consider the best measures for the three companies of JAL, Sojitz, and theCompany to realize sustainable growth/development and contribute to the realization of a sustainable society inthe future. After June 24, 2021, JAL and Sojitz had several discussions on basic matters that required agreement
between the two companies in order to proceed with the matters considered above, including the structure oftransactions, investment form and ratio in the Company to be held by the two companies after the transactions,and schedule, as well as how to contribute to enhance corporate value of JAL, Sojitz, and the Company byimplementing the transactions based on the matters considered above. As a result, in late July 2021, JAL and
Sojitz came to believe that, by deepening relationships between the Company and both JAL and Sojitz, it ispossible to enhance corporate value of the three companies. Specifically, JAL and Sojitz found potential forenhancing the corporate value of JAL and the Company by enhancing and expanding its business throughcombining JAL’s customer base with the product development capabilities and sales channels of the Company.
In addition, JAL and Sojitz acknowledged that, under the current system in which the Company has minority
shareholders as a listed company, even if Sojitz endeavors to enhance the corporate value of the Company byproviding trading company functions and know-how, substantial part of profits from the enhancement of thecorporate value outflow to the minority shareholders of the Company, and it is difficult for Sojitz to recognize
the economic rationality of providing the trading company functions and know-how, however, the privatizationof the Company Shares would enable to accelerate the enhancement and growth of the Company’scompetitiveness by tapping into Sojitz’s network as a general trading company and its know-how on business
investment, which previously had not been fully utilized, to an even greater extent by creating businesssynergies and interactive human resources exchanges with existing investees and group companies, anddispatching the President to the Company to fulfill responsibilities for providing trading company functions andknow-how of Sojitz. Furthermore, JAL and Sojitz considered that further enhancement of the corporate value ofJAL, Sojitz, and the Company would be possible by JAL and the Company together acquiring and exercisingright to operate shops on the premises of airports. Through these considerations, also in late July 2021, JAL and
Sojitz came to the conclusion that it was essential to deepen the relationship between the Company and both
JAL and Sojitz and to build a new structure in order to maximize the corporate value by sharing the strengths
cultivated by the three companies of JAL, Sojitz, and the Company.
As a result of these discussions, in late August 2021, JAL and Sojitz concluded, that, for the purpose of
maximizing the corporate value of JAL, Sojitz, and the Company through business operations based on the spiritof equality between JAL and Sojitz, (A) JAL and the Company coming together to leverage the customer baseand the trademark (branding power) of JAL through making the Company a consolidated subsidiary of JAL, (B)the establishment of new business and the expansion of products and sales channels focusing on retail businessand aviation business through making use of Sojitz’s network and business investment know-how, and (C) the
prompt improvement of management efficiency and elimination of structural conflicts of interest by theprivatization of the Company Shares would be consistent with the strategic directions of JAL to expand its nonaviation business domains, of Sojitz to enhance its non-resource business domains, and of the Company toenhance its non-aviation and airport businesses and would serve as the best choice for each company’s
shareholders.
With respect to “(C) the prompt improvement of management efficiency and elimination of structural
conflicts of interest by the privatization of the Company Shares” above, if the Company continues to be a listedcompany and remains an equity-method affiliate of JAL and Sojitz, the aforementioned structural conflicts of
12interest between JAL and Sojitz, and the minority shareholders of the Company will continue, making it difficult
to sufficiently enjoy the benefits thereof such as the expansion of target customers and improvement ofcompetitiveness and the recognition to be gained by “(A) JAL and the Company coming together to leverage thecustomer base and the trademark (branding power) of JAL through making the Company a consolidated
subsidiary of JAL,” which will hinder the prompt advancement of strategies in which JAL, Sojitz, and theCompany cooperate and invite both the risk of delay in the recovery of revenue and a decline in share prices.
Thus, JAL and Sojitz believe that providing a reasonable opportunity for sales of shares without exposing theCompany’s minority shareholders to such risks would contribute to the interests of the Company’s minority
shareholders.
In addition, JAL and Sojitz discussed the method to take the Company Shares private as described above. As
a result, in late August 2021, JAL and Sojitz concluded that a reasonable structure would be conducting a tender
offer for the Company Shares by the Tender Offeror, in which JAL and Sojitz will jointly invest, while nottendering the Company Shares held by JAL and Sojitz in such tender offer and following the completion ofsqueeze-out procedures, making the Tender Offerors the only shareholders of the Company. In other words,
through this structure, JAL and Sojitz will be able to flexibly set their burden in respect of the funds for theacquisition of the Company Shares from the minority shareholders of the Company in accordance with theirinvestment ratio to the Tender Offeror. In addition, as described above, JAL and Sojitz believed that, in light of
their aims that JAL and the Company together acquire and exercise rights to operate shops on the premises of
airports, it would be necessary for the Company to belong to the JAL Group as a consolidated subsidiary of JAL.
In this regard, through the structure above, JAL will be able to make the Tender Offeror its consolidated
subsidiary and, as a result, JAL will control the majority of the total voting rights of the Company based upon
the ratio of the voting rights of the Company to be held by JAL itself and the Tender Offeror, its consolidated
subsidiary. Consequently, JAL will be able to make the Company its consolidated subsidiary as well. Based on
the above considerations, JAL and Sojitz discussed the ratio of their burden in respect of the funds for theacquisition of the Company Shares, which will reflect the spirit of equality between JAL and Sojitz and be
determined to the extent that the requirement that JAL make the Tender Offeror a consolidated subsidiary(consequently, making the Company its consolidated subsidiary) is satisfied, and determined that the ratio of theinvestment (the ratio of the voting rights) in respect of the shares of the Tender Offer to be held by JAL and
Sojitz in the structure above will be 50.50% and 49.50%, respectively (the transactions through the Tender
Offeror for taking the Company Shares private by JAL and Sojitz is hereinafter referred to as the “Transactions(Original Plan)”).
In parallel with the discussion described above, the Tender Offerors appointed Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd. (“MUMSS”), in early July 2021, as their financial advisor and third party valuation
institution independent from the Tender Offerors, Japan Airport Terminal, and the Company, and Sojitz
appointed Nagashima Ohno & Tsunematsu, in late June 2021, as its legal advisor, following which detailed
negotiations in relation to the Transactions (Original Plan) were continued. In addition, on June 24, 2021, JAL
and Sojitz conveyed, as their initial proposal, to the Company their intention to implement the privatization of
the Company Shares with the aim of enhancing the corporate value of the Company, and in response to this, on
the same day, the Company conveyed to JAL and Sojitz its intention to establish the system for examining thetransactions to privatize the Company Shares. Thereafter, on August 23, 2021, JAL and Sojitz formallysubmitted to the Company a proposal in relation to the Transactions (Original Plan) in order to convey to theCompany their intention to commence full-scale examination of the Transactions (Original Plan), and provided
to the Company an initial explanation on the background leading to the proposal of the Transactions (OriginalPlan) and meaning and purpose of the Transactions. Since, in response to this, on September 9, 2021, theCompany expressed its intention to agree to their engaging in discussions and negotiations for the
implementation of the Transactions (Original Plan), JAL and Sojitz began in-depth discussions and negotiations
with the Company regarding the Transactions (Original Plan). Thereafter, JAL and Sojitz conducted due
diligence from mid-September 2021 to mid-October 2021, to review the feasibility of the Transactions (OriginalPlan). Concurrently, JAL and Sojitz continued discussions and negotiations with the Company regarding various
terms and conditions of the Transactions (Original Plan), including the Tender Offer.

13

Since JAL and Sojitz have started to negotiate on the Transactions (Original Plan) on June 24, 2021, they haveacknowledged that it is first necessary to examine the feasibility of enhancing the corporate value of JAL, Sojitz,
and the Company by the Transactions (Original Plan), therefore, in mid-July 2021, they decided to inform Japan
Airport Terminal, which is the third largest shareholder of the Company, only the fact that they started tonegotiate on the Transactions (Original Plan) and to proceed, just between JAL and Sojitz, with the negotiationof the Transactions (Original Plan), which would make JAL and Sojitz the only shareholders of the Company.
Then, in late July of the same year, JAL and Sojitz came to believe that, by deepening relationships between the
Company and both JAL and Sojitz, it is possible to enhance corporate value of the three companies. Accordingly,
based on the consideration that Japan Airport Terminal has been contributing to the management of theCompany by participating in the management by dispatching an outside director to the Company and that Japan
Airport Terminal plays an important role in the business of the Company, including the business alliance with
the Company on Airport Retail Management Business and other businesses, in addition to the fact that Japan
Airport Terminal is the third largest shareholder of the Company and holds 1,022,000 shares of the Company
Shares (ownership ratio: 8.08%), in late July 2021, in parallel with the discussions and negotiations with theCompany, JAL and Sojitz informed Japan Airport Terminal of their intention again to take the Company Shares
private in order to confirm whether Japan Airport Terminal had the intention to tender its shares in the Tender
Offer, by which JAL and Sojitz would take the Company Shares private, and confirm whether Japan Airport
Terminal desired to maintain its capital relationship with the Company after the transactions for suchprivatization were implemented. Thereafter, in early August 2021, JAL and Sojitz informed Japan Airport
Terminal that they are negotiating a method to realize the privatization of the Company Shares, and in early
September 2021, JAL and Sojitz provided explanations in respect of the Transactions (Original Plan) agreed
upon between JAL and Sojitz. Subsequently, in mid-October 2021, in response to the Japan Airport Terminal’s
definitive intention to continue to maintain its capital relationship with the Company even after the taking
private of the Company Shares, JAL and Sojitz determined that, considering (i) maintaining Japan Airport
Terminal’s position as a shareholder of the Company would be meaningful for the Company after theprivatization of the Company Shares in terms of stable maintenance and continuation of the current business
relationship between Japan Airport Terminal and the Company, (ii) a cooperative relationship regarding theCompany’s business management would be maintained because JAL holds 4,398,000 shares of the Japan
Airport Terminal (4.72% of the total number of issued shares) and participates in the management of Japan
Airport Terminal by dispatching an outside director, which JAL and Sojitz believe enable daily communications
between the managements of JAL and Japan Airport Terminal, and further, (iii) even if Japan Airport Terminal
maintains its position as a shareholder of the Company, it is unlikely to restrict the business management that
JAL and Sojitz intend since Japan Airport Terminal holds 8.08% of the voting rights in the shares of theCompany and the Tender Offerors will hold the remaining voting rights in the shares of the Company, thepurpose of the Transactions to maximize the corporate value of JAL, Sojitz, and the Company through business
operations based on the spirit of equality between JAL and Sojitz would be achieved; and JAL and Sojitz
believed that the synergistic effects stated in (i) to (v) below, which JAL, Sojitz, and the Company expect toenjoy after executing the Transactions, through conducting integrated business operations as among the threecompanies, would be maintained. Therefore, in order to reflect Japan Airport Terminal’s intent, they decided tomodify the structure of the Transactions (Original Plan) in part and implement the Transactions (a series oftransactions making the Tender Offerors and Japan Airport Terminal the only shareholders of the Company). In
mid-October 2021, JAL and Sojitz informed their intentions to partially modify the structure of the Transactions(Original Plan) and to implement the Transactions to the Company at the meeting for the implementation of theTransactions (Original Plan) among the three companies. Thereafter, in late October 2021, JAL and Sojitz are
informed by the Company that it will accept the modified transaction structure at the meeting in which the threecompanies participated. JAL and Sojitz have not discussed the Tender Offer Price with Japan Airport Terminal.
Considering the discussions and negotiations between JAL and Sojitz, the discussions and negotiations
among JAL and Sojitz and the Company, and the discussions and negotiations among JAL and Sojitz and theJapan Airport Terminal separately advanced, JAL and Sojitz determined that, by the privatization of theCompany Shares by way of making the Tender Offerors and Japan Airport Terminal the only shareholders of theCompany, current business relationship between JAL, Sojitz, and Japan Airport Terminal, who are the top threeshareholders of the Company, and the Company will be maintained and the Company, JAL, and Sojitz can all
14

expect to enjoy the synergistic effects stated in (i) to (v) below, and that the realization of such synergies and theenhancement of the corporate value of the Company will lead to the enhancement of the corporate value of both
the JAL Group and the Sojitz Group, the former of which will make the Company a consolidated subsidiary andthe latter of which will make the Company an equity-method affiliate, after the execution of the Transactions.
Accordingly, in mid-October 2021, JAL and Sojitz concluded that, the privatization of the Company Shares bymaking the Tender Offerors and Japan Airport Terminal the only shareholders of the Company is the optimalway.
Specifically, JAL and Sojitz believe that, after executing the Transactions, through conducting integrated
business operations as among JAL, Sojitz, and the Company, all three companies can enjoy the synergistic
effects stated below due to the expansion of revenue or equity gains that each company directly earns.
a.
Strengthening Retail Business(a)
Promoting the e-commerce business utilizing the brand power, customer base and mileage economy
of JAL and Sojitz
JAL, Sojitz, and the Company will jointly enhance and promote e-commerce business by focusing on the ecommerce site to make optimal use of the assets of the JAL Group, such as JAL’s consumer base and trademark(branding power). The marketing strategy of establishing a sales structure leveraging JAL’s mileage and card
consumer bases, enhancing product development leveraging JAL’s assets, and expanding product ranges
leveraging Sojitz Group’s trading base will enable the provision of services that meet consumer needs based on
the data owned by each of JAL, Sojitz, and the Company regarding purchases, supplies, and sales.
(b)Strengthening the airport retail business through collaboration among JAL, Sojitz and the Company
The Company has shops under the “BLUE SKY” brand (78 shops in 27 airports) and the “JAL DUTYFREE”
brand (6 shops) in domestic airports where competitors are limited due to location conditions. At such shops,
JAL and Sojitz believe that, by enhancing promotional activities in cooperation with JAL to the customers ofJAL, profitability will improve. JAL and Sojitz also believe that, by leveraging the brands of food, beverages,
and goods that are owned by the Sojitz Group and the services provided under “BLUE SKY”, airport user
satisfaction and profitability from cross-selling of food, beverages, and goods will improve. In addition, JAL and
Sojitz believe that the potential for further growth can be expected by leveraging the sales channels owned by
the Sojitz Group outside of airports and expanding the sales of the products that the Company offers.
b.
Strengthening corporate strength and competitiveness in the aviation and airport businesses(a)Integration and consolidation of aviation business between JAL and Sojitz as well as the Company
The Company has a trading platform with domestic heavy industry manufacturers and domestic airlines in thebusiness of parts supply for commercial aircraft; founded on experience, knowledge, and expertise that has beencultivated since the Company’s inception. JAL and Sojitz believe that, by consolidating the parts supply businessfor commercial aircraft of within Sojitz Group into the Company to further enhance the Company’s expertiseand by leveraging Sojitz’s expertise to enhance the finance functions of the Company, which is expected by its
business partners, the Company will be able to accelerate the expansion of its business in the commercial aircraft
arena through organic growth. On the other hand, through consolidating the businesses that require holding acertain amount of assets, such as aircraft leasing and part-out, as well as businesses catering to government
agencies from the Company to the Sojitz Group, the Company will be able to utilize its human resources and its
assets more effectively.
(b)
Strengthening cooperation among operating airports
The Company is involved in the airport management business in Laos, Myanmar, and Mongolia, while theSojitz Group is involved in the airport management business in Japan (Kumamoto and Shimojishima), Russia,
and Palau. Although they operate these airports independently, JAL and Sojitz believe that, by engaging in
airport sales activities to airlines and travel agents and promotional activities to aviation-related companies incooperation with the Company, the Sojitz Group, and the respective airport operators, it will be possible toincrease revenues by, among others, increasing the number of flights and passengers at the respective airports
and receiving rent, royalties at the airports at which the Company and the Sojitz Group respectively participate
15

in the management business. Furthermore, JAL and Sojitz believe that, in addition to sharing airport
management know-how among the respective airport operators of the Company and the Sojitz Group,
combining the operational know-how of the JAL Group will improve airport user satisfaction and increase
revenues by improving operational efficiency at the airports at which the Company and the Sojitz Group
respectively participate in the management business. In addition, JAL and Sojitz believe that it will be possible
to further expand not only airport management business but also aviation and airport-related business, includingcargo terminal operation business and ground handling business, by unifying JAL, Sojitz, and the Company tostrengthen proposal capabilities and competitiveness.
(c)
Expansion of handling of aircraft and related products
JAL and Sojitz believe that, in addition to the track record, knowledge, expertise, and industry network
developed by the Company for about 60 years since its foundation in 1962, by utilizing JAL’s airline expertiseand Sojitz’s asset business expertise to increase the number of opportunities to handle equipment in general,such as aircraft, engines/parts, and simulators, the revenue of the Company will to expand.
In addition, JAL and Sojitz believe that, by combining JAL’s airline expertise, Sojitz’s financial functions, andthe Company’s practical on site skills to build a business model aimed at maximizing the value of
decommissioned aircrafts, such as leasing the decommissioned aircraft owned by airlines to third parties, thus
acquiring new customers and expanding the revenue that each company will obtain by contributing to thebusiness model.
(d)Strengthening collaboration in environment-related businesses
JAL, Sojitz, and the Company have made addressing climate change their top management priority in order
to meet the demands of a sustainable society. JAL, Sojitz and the Company believe that they will be able toreduce CO2 emissions of each company by accelerating the initiatives by the three companies to address climatechange through promoting, in tandem, the businesses jointly held by the companies with respect to airport
vehicles (the business of sharing vehicles and the development of next-generation vehicles) and theimprovement of infrastructure at airports, which is the foundation for the operation of such business.
c.
Strengthening collaboration in food business areas
JAL and Sojitz believe that the Company handles a diverse range of products in the food sector, including
agricultural, marine, and livestock products, wine, and processed foods, and possesses highly specialized
expertise and know-how in these areas. In October 2021, the Company executed a comprehensive collaborationagreement with Food Valley Tokachi Council and JAL to establish a system for the distribution of fresh andhigh-quality agricultural and livestock products of Tokachi to consumer regions as typified by metropolitan
areas. In addition, the Company has been expanding overseas exports of Japanese fresh foods and local specialty
processed foods through the “Thonglor Nihon Ichiba (Japanese fresh wholesale market)” business operated in
Bangkok, Thailand. In the future, JAL and Sojitz believe that they will be able to expand the revenue of the threecompanies by expanding the target market for the “Regional Revitalization and Sixth Industry Project,” which
the Company is strategically pursuing, both domestically and abroad through collaboration between JAL, which
is believed to boast high quality transportation and networks with local governments, Sojitz, which has 11
overseas bases and 31 operating companies in the ASEAN region and is believed to have abundant
information/personal connections, and the Company.
d.
Strengthening collaboration in insurance, real estate, and machinery and materials areas
JAL and Sojitz believe that, in the insurance and real estate sectors, the Company has the ability to provide
high-quality services and highly specialized know-how and systems for corporate groups that it has developed
within the JAL Group since its foundation. JAL, Sojitz, and the Company intend to upgrade their services by
incorporating the resources of each company based on this foundation as well as to promote the further
expansion of such services externally by utilizing the customer base and the trademark (branding power) of JAL.
In the machinery and materials sector, the Company is working to find and develop new eco-friendly productsthat will lead to the promotion of sustainability, and JAL and Sojitz believe that they will be able to expand therevenue of the Company by strengthening the collaboration between JAL, which has an air cargo transportation
16

network, Sojitz, which has a network and business investment know-how as a general trading company, and theCompany, and then by expanding their sales channels and distribution network.
e.
Promoting Optimal Group Management
JAL, Sojitz, and the Company believe that they will be able to realize more active personnel exchanges thanin the past, such as mutual secondment, by JAL consolidating the Company through the Transactions or Sojitz
increasing the percentage of ownership related to the Company. As a result of this, JAL, Sojitz and the Company
believe that they will be able to provide its employees, who are the source of corporate value, with new areas ofwork and a variety of growth opportunities, and this will promote human resource development and, in themedium-to long-term, will enable optimal allocation of personnel between JAL, Sojitz, and the Company. In
particular, the Company believes that, by JAL positioning the Company as a “core company of non-airline
business in the JAL Group,” the areas of work for employees of the Company will expand, and human resource
development will be promoted. Furthermore, if the Company continues to be listed, the three companies,
including JAL and Sojitz, which are both listed companies, will incur an overlapping burden of listing-related
costs; however, by making the Company private through the Transactions, JAL and Sojitz believe that they will
be able to eliminate the burden of listing-related costs on the Company, to streamline the costs between JAL,
Sojitz, and the Company, and to concentrate management resources on business growth. JAL and Sojitz believethat they will be able to promote the group optimum management by realizing the optimal allocation of
personnel and streamlining the costs between JAL, Sojitz, and the Company through implementing mattersdescribed above.
Regarding the Tender Offer Price, JAL and Sojitz have held discussions and negotiations with the Company
multiple times since mid-October 2021. Specifically, JAL and Sojitz made a proposal to the Company, on
October 15, 2021, to set the Tender Offer Price at 2,300 yen after comprehensively taking into account several
factors, such as (i) the results of the due diligence on the Company conducted by JAL and Sojitz from around
mid-September 2021 to around mid-October 2021, (ii) the possibility of the Company’s board of directors
supporting the Tender Offer, and (iii) the outlook for tendering of shares in the Tender Offer. Since, in response
to such proposal, the Company, on October 21, 2021, requested reconsideration for the increase of the Tender
Offer Price from the perspective of giving consideration to the interests of the minority shareholders of theCompany, JAL and Sojitz made a proposal to the Company, on October 22, 2021, to set the Tender Offer Priceat 2,400 yen. In response to such re-proposal, the Company, on October 26, 2021, requested reconsideration for
the further increase from the perspective of giving further consideration to the interests of the minority
shareholders of the Company and, then, JAL and Sojitz made a proposal to the Company, on October 27, 2021,
to set the Tender Offer Price at 2,450 yen. However, in response to such proposal, the Company, on October 27,
2021, requested reconsideration for the increase from the perspective of giving further consideration to theinterests of the minority shareholders of the Company. Therefore, JAL and Sojitz made a proposal to theCompany, on October 29, 2021, to set the Tender Offer Price at 2,500 yen. Thereafter, JAL and Sojitz made a
proposal to the Company, on October 31, 2021, to set the Tender Offer Price at 2,525 yen, given the Company,
on October 29, 2021, again requested reconsideration for the further increase from the perspective of giving
further consideration to the interests of the minority shareholders of the Company; however, the Company
requested reconsideration to set the Tender Offer Price at 2,560 yen from the perspective of securing as thefavorable terms and conditions of the transaction as possible for the minority shareholders of the Company. On
October 31, 2021, JAL and Sojitz determined to accept the request from the Company to set the Tender Offer
Price at 2,560 yen and informed such to the Company. As a result of continued discussions and negotiations with
the Company, taking into account the details of the above-mentioned discussions in relation to the Tender Offer
Price, on October 31, 2021, JAL and Sojitz reached an agreement with the Company that the privatization of theCompany Shares by making the Tender Offerors and Japan Airport Terminal the only shareholders of theCompany is the best way to respond to changes in the business environment surrounding the Tender Offerors
and the Company and to contribute to the enhancement of the corporate value of the Tender Offerors and theCompany; therefore, JAL and Sojitz determined, at their respective board of directors’ meetings held on
November 2, 2021, to set the Tender Offer Price at 2,560 yen and to implement the Tender Offer as part of theTransactions. As such, in order to implement the Transactions, JAL and Sojitz entered into the Shareholders’17Agreement on November 2, 2021 and they also entered into the Non-Tender Agreement with Japan Airport
Terminal on November 2, 2021.
Apart from the first capital increase planned to be conducted before the commencement date of the Tender
Offer by the Tender Offeror, i.e., the capital increase in order to adjust the ratio of voting rights with respect tothe shares of the Tender Offeror held by JAL and Sojitz to be 50.50% and 49.50%, respectively, in the event of
the completion of the Tender Offer, the Tender Offeror will procure funds for the settlement of the Tender Offer
by way of the second capital increase, which will be conducted by subscribing by JAL and Sojitz for the sharesof common stock to be additionally issued by the Tender Offeror by the immediately preceding business day ofthe date on which settlement of the Tender Offer is to commence. In such event, JAL and Sojitz will subscribe
for the shares of common stock of the Tender Offeror at the ratio of 50.5:49.5, respectively. In order to conduct
the second capital increase, the Tender Offerors will execute a “subscription agreement for total number ofshares to be issued” among the Tender Offeror and JAL and Sojitz by the immediately preceding business day ofthe date on which settlement of the Tender Offer is to commence, subject to the completion of the Tender Offer.
In addition, prior to the commencement of the Tender Offer, JAL and Sojitz will submit to the Tender Offeror
certificates stating that they will provide with the Tender Offeror funds for the settlement of the Tender Offer, by
subscribing for the shares stated above.
C.

Management Policy after the Tender Offer
As of today, the officers of the Company consist of eight (8) directors and three (3) auditors, out of which, Mr.
Yuji Saito, holds a position as a managing executive officer of JAL, Mr. Hiroto Murai, a director, holds a
position as an executive officer of Sojitz, and Mr. Shigeyuki Taguchi, a director, holds a position as an executive
officer of Japan Airport Terminal. In addition, the aforementioned Mr. Yuji Saito and one (1) other director of theCompany are from JAL, and the aforementioned Mr. Hiroto Murai and one (1) other director of the Company
are from Sojitz.
With respect to the management structure subsequent to the Transactions, it has been agreed under the
Shareholders’ Agreement and the Non-Tender Agreement that the number of directors of the Company will beeight (8) in total, of which JAL will nominate two (2) directors (including the Representative Director andExecutive Vice President), Sojitz will nominate two (2) directors (including the Representative Director andPresident), the Tender Offeror will nominate two (2) directors, Japan Airport Terminal will nominate one (1)director, and the Company will nominate one (1) director, and the number of auditors shall be two (2) in total, of
which JAL will nominate one (1) auditor and Sojitz will nominate one (1) auditor. In addition, the Tender
Offerors intend to continue to promote the development of permanent employees to become management
personnel of the Company. Apart from that, The Tender Offerors do not plan to change the company name, tradename, or brand of the Company, nor do they plan to integrate the Company and its subsidiaries and affiliateswith the JAL Group or the Sojitz Group. In addition, the Tender Offerors do not currently plan to change theterms of employment of the Company’s employees.
In addition to the changes in directors and auditors above, the governance system of the Company will be
under the umbrella of the governance compliance system of the JAL Group, and the Tender Offerors will
enhance the environment as necessary for the Company to grow sustainably as a trading company.
With regard to the management policy after the Transactions, JAL and Sojitz will enhance the corporate valueof the Company through conducting integrated business operations with JAL, Sojitz, and the Company byleveraging the human resources of the Company and its know-how and uniqueness as a trading and logistics
company. JAL and Sojitz plan to have discussions regarding the details of such integrated business operations
with the Company in the future. In particular, the e-commerce business, the business collaborations with local
manufacturers, and the development capabilities of the wide range of products, which have been developed andcultivated by the Company will also lead to the strengthening of business in commerce and collaboration with
communities outlined in the “JAL Group Medium-Term Management Plan 2021-2025,” therefore, JAL, Sojitz,
and the Company will work together to achieve this growth and the SDGs through their businesses by18

deepening the collaboration among JAL, Sojitz, and the Company. Furthermore, JAL, Sojitz, and the Company
will create innovation by recognizing each of their roles and mutually exchanging human resources with diverse
experiences and expertise in order to foster synergies among them.
D.

Decision-Making Process and Reasons Behind the Company’s Support of the Tender Offer(i)
How the considering system was established
As stated in “B. Background, Purpose, and Decision-making Process that Led the Tender Offerors to Decide
to Implement the Tender Offer ” above, the Company received an initial proposal from JAL and Sojitz on theprivatization of the Company Shares by JAL and Sojitz with the aim of enhancing the corporate value of theCompany on June 24, 2021, and in response to this, the Company expressed its intention to establish the systemfor examining the transactions for such privatization of the Company Shares on the same day. In early July 2021,
in order to establish the system for examining the Transactions (Original Plan), the Company appointed Nomura
Securities Co., Ltd. (“Nomura Securities”) as its financial advisor and third party valuation institution,
independent from the Tender Offerors, Japan Airport Terminal, the Company and the Transactions, and also
appointed Anderson Mori & Tomotsune (“Anderson Mori & Tomotsune”) as its legal advisor. Subsequently,
notwithstanding that the Company is not a subsidiary of the Tender Offerors as of today and since June 24,
2021—when the Company received an initial proposal regarding the Transactions (Original Plan) from JAL and
Sojitz— and that the Tender Offer does not fall under a tender offer made by a controlling shareholder, giventhat (A) JAL holds 2,727,500 shares of the Company Shares (ownership ratio: 21.56%) and Sojitz holds
2,810,500 shares of the Company Shares (ownership ratio: 22.22%), respectively, until today, and the Company
is an equity-method affiliate of both, and the total number of the Company Shares held by JAL and Sojitz is5,538,000 shares (ownership ratio: 43.77%), (B) the Tender Offerors intend to make the Tender Offerors andJapan Airport Terminal the only shareholders of the Company and to take the Company Shares private, and (C)the facts that one Director of the Company (Yuji Saito) concurrently holds a position at JAL, that one Director of
the Company (Hiroto Murai) concurrently holds a position at Sojitz, and that one Director of the Company(Shigeyuki Taguchi) concurrently holds a position at Japan Airport Terminal, in order to ensure the fairness of
the Transactions (Original Plan) and to eliminate the possibility of arbitrariness and conflict of interest in thedecision-making process leading to the implementation of the Transactions (Original Plan), the Company
immediately started establishing a framework for examining and determining whether or not to implement theTransactions (Original Plan), the appropriateness of the terms and conditions of the Transactions (Original Plan),and the fairness of the procedures from a standpoint independent of the Tender Offerors, Japan Airport Terminal,
the Company, and the Transactions (Original Plan), based on the advice of Anderson Mori & Tomotsune.
Specifically, on August 23, 2021, the Company formally received a proposal in relation to the Transactions(Original Plan) from JAL and Sojitz, and the Company was informed of their intention to commence full-scaleexamination of the Transactions (Original Plan), and was provided an initial explanation on the backgroundleading to the proposal of the Transactions (Original Plan) and meaning and purpose of the Transactions(Original Plan). Additionally, the Company was provided with a supplemental explanation as to the meanings
and purposes of the Transactions (Original Plan) on September 3, 2021. In response to the communication ofthese intentions and two explanations, the Company agreed to conduct discussions and negotiations for the
implementation of the Transactions (Original Plan), and resolved to establish the special committee at theextraordinary meeting of its board of directors held on September 16, 2021. For details of the composition andspecific activities, etc., of the special committee, please refer to “B. Establishment of an Independent Special
Committee by the Company” of “(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures
to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest” below. Among the Directorsof the Company, given that Yuji Saito concurrently holds a position at JAL, Hiroto Murai concurrently holds a
position at Sojitz, and Shigeyuki Taguchi holds a position at Japan Airport Terminal, in order to eliminate thepossibility of being affected by structural conflicts of interest in the Transactions, they have not participated in
examination of the Transactions, or discussions or negotiations with the Tender Offerors as the Company.
With respect to the decision-making of the board of directors of the Company concerning the Transactions,the board of directors of the Company resolved that the Company must pay the utmost respect to the matters to19

be determined by the special committee, including whether or not to support the Tender Offer, and, if the special
committee determines that the conduct of the Tender Offer or the terms and conditions of the Tender Offer are
inappropriate, the Company must resolve not to support the Tender Offer.
Furthermore, as stated in “B. Establishment of an Independent Special Committee by the Company” of “(6)Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of the Tender
Offer Price and to Avoid Conflicts of Interest” below, the special committee examined the degree of
independence, expertise, achievements, etc., of Nomura Securities, the Company’s financial advisor and thirdparty valuation institution, and those of Anderson Mori & Tomotsune, the Company’s legal advisor, andapproved the appointment of Nomura Securities and Anderson Mori & Tomotsune.
In addition to the above, for details of the process of establishment, etc., the process of review, and the detailsof determinations, etc., of the special committee, please refer to “B. Establishment of an Independent Special
Committee by the Company” of “(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures
to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest” below.
(ii)
Background of Consideration and Negotiation
On August 23, 2021, the Company formally received a proposal in relation to the Transactions (Original Plan)from JAL and Sojitz, and the Company was informed of their intention to commence full-scale examination of
the Transactions (Original Plan), and was provided an initial explanation on the background leading to the
proposal of the Transactions (Original Plan) and meaning and purpose of the Transactions (Original Plan).
Additionally, the Company was provided with a supplemental explanation as to the meanings and purposes of
the Transactions (Original Plan) on September 3, 2021. In response to the communication of these intentions andtwo explanations, on September 9, 2021, the Company agreed to conduct discussions and negotiations for the
implementation of the Transactions (Original Plan), and began in-depth discussions and negotiations with JAL
and Sojitz regarding the Transactions (Original Plan). Thereafter, the due diligence on the Company was
conducted by JAL and Sojitz from mid-September 2021 to mid-October 2021. Concurrently, the Company
continued discussions and negotiations with JAL and Sojitz regarding various terms and conditions of theTransactions (Original Plan), including the Tender Offer.
Since JAL and Sojitz have started to negotiate on the Transactions (Original Plan) on June 24, 2021, they haveacknowledged that it is first necessary to examine the feasibility of enhancing the corporate value of JAL, Sojitz,
and the Company by the Transactions (Original Plan), therefore, in mid-July 2021, they decided to inform Japan
Airport Terminal, which is the third largest shareholder of the Company, only the fact that they started tonegotiate on the Transactions (Original Plan) and to proceed, just between JAL and Sojitz, with the negotiationof the Transactions (Original Plan), which would make JAL and Sojitz the only shareholders of the Company.
Then, in late July 2021, JAL and Sojitz came to believe that, by deepening relationships between the Company
and both JAL and Sojitz, it is possible to enhance corporate value of the three companies. Accordingly, based on
the consideration that Japan Airport Terminal has been contributing to the management of the Company byparticipating in the management by dispatching outside directors to the Company and that Japan Airport
Terminal plays an important role in the business of the Company, including the business alliance with theCompany on Airport Retail Management Business and other businesses, in addition to the fact that Japan Airport
Terminal is the third largest shareholder of the Company and holds 1,022,000 shares of the Company Shares(ownership ratio: 8.08%), in late July 2021, in parallel with the discussions and negotiations with the Company,
JAL and Sojitz informed Japan Airport Terminal of their intention again to take the Company Shares private inorder to confirm whether Japan Airport Terminal had the intention to tender its shares in the Tender Offer, bywhich JAL and Sojitz would take the Company Shares private, and confirm whether Japan Airport Terminal
desired to maintain its capital relationship with the Company after the transactions for such privatization were
implemented. Thereafter, in early August 2021, JAL and Sojitz informed Japan Airport Terminal that they arenegotiating a method to realize the privatization of the Company Shares, and in early September 2021, JAL and
Sojitz provided explanations in respect of the Transactions (Original Plan) agreed upon between JAL and Sojitz.
Subsequently, in mid-October 2021, in response to the Japan Airport Terminal’s definitive intention to continue
to maintain its capital relationship with the Company even after taking the Company Shares private, JAL and20

Sojitz determined that, considering (i) maintaining Japan Airport Terminal’s position as a shareholder of theCompany would be meaningful for the Company after the privatization of the Company Shares in terms ofstable maintenance and continuation of the current business relationship between Japan Airport Terminal and theCompany, (ii) a cooperative relationship regarding the Company’s business management would be maintained
because JAL holds 4,398,000 shares of the Japan Airport Terminal (4.72% of the total number of issued shares)
and participates in the management of Japan Airport Terminal by dispatching an outside director, which JAL and
Sojitz believe enable daily communications between the managements of JAL and Japan Airport Terminal, andfurther, (iii) even if Japan Airport Terminal maintains its position as a shareholder of the Company, it is unlikely
to restrict the business management that JAL and Sojitz intend since Japan Airport Terminal holds 8.08% of thevoting rights in the shares of the Company and the Tender Offerors will hold the remaining voting rights in theshares of the Company, the purpose of the Transactions to maximize the corporate value of JAL, Sojitz, and theCompany through business operations based on the spirit of equality between JAL and Sojitz would be achieved;
and JAL and Sojitz believed that the synergistic effects stated in (i) to (v) of “B. Background, Purpose andDecision-Making Process That Led the Tender Offerors to Decide to Implement the Tender Offer” of “(2)Grounds and Reasons for the Opinions on the Tender Offer”, which JAL, Sojitz, and the Company expect toenjoy after executing the Transactions, through conducting integrated business operations as among the threecompanies, would be maintained. Therefore, in order to reflect Japan Airport Terminal’s intent, they decided tomodify the structure of the Transactions (Original Plan) in part and implement the Transactions (a series oftransactions making the Tender Offerors and Japan Airport Terminal the only shareholders of the Company). In
mid-October 2021, JAL and Sojitz informed their intentions to partially modify the structure of the Transactions(Original Plan) and to implement the Transactions to the Company at the meeting for the implementation of theTransactions (Original Plan) among the three companies. In response to this, in mid-October 2021, theCompany also examined the appropriateness of modification of the structure of the Transactions (Original Plan)in part and implementing the Transactions (a series of transactions making the Tender Offerors and Japan
Airport Terminal the only shareholders of the Company). The Company decided to accept the modification of
the structure of the Transactions (Original Plan) since it considered that, as JAL and Sojitz considered,maintaining Japan Airport Terminal’s position as a shareholder of the Company would be necessary for theCompany to continue the stable airport retail management business after the privatization of the Company
Shares, and would not hinder the synergistic effects on the Company that the Company expects as stated in a toe below. Therefore, in late October 2021, the Company communicated this at the meeting among the threecompanies.
As a result of multiple negotiations in light of the above, on November 2, 2021, the Company concluded, as
described in “C. Management Policy after the Tender Offer” of “(2) Grounds and Reasons for the Opinion on
the Tender Offer” below, that in light of the facts that the Tender Offerors plan to manage the Company so as to
not undermine the uniqueness of corporate culture, corporate climate, human resources, etc., and that certain
understandings and considerations have been expressed regarding the sources of the corporate value of theCompany, and notwithstanding that it will lose the advantages of being a listed company, no significant
disadvantages other than that will likely result from the Transactions; on the contrary, a further enhancement of
the corporate value of the Company, JAL and Sojitz can be expected by realizing the synergistic effects on the
Company described below.
a. Strengthening Retail Business(a) Promoting the e-commerce business utilizing the brand power, customer base and mileage economy of JAL
and Sojitz
JAL, Sojitz, and the Company will jointly enhance and promote e-commerce business by focusing on the ecommerce site to make optimal use of the assets of the JAL Group, such as JAL’s consumer base and trademark(branding power). The Company believes that the marketing strategy of establishing a sales structure leveraging
JAL’s mileage and card consumer bases, enhancing product development leveraging JAL’s assets, andexpanding product ranges leveraging Sojitz Group’s trading base will enable the provision of services that meet
consumer needs based on the data owned by each of JAL, Sojitz, and the Company regarding purchases,
supplies, and sales.
21

(b) Strengthening the airport retail business through collaboration among JAL, Sojitz and the Company
The Company has shops under the “BLUE SKY” brand (78 shops in 27 airports) and the “JAL DUTYFREE”
brand (6 shops) in domestic airports where competitors are limited due to location conditions. At such shops, theCompany believes that, by enhancing promotional activities in cooperation with JAL to the customers of JAL,
profitability will improve. The Company also believes that, by leveraging the brands of food, beverages, andgoods that are owned by the Sojitz Group and the services provided under “BLUE SKY”, airport user
satisfaction and profitability from cross-selling of food, beverages, and goods will improve. In addition, theCompany believes that the potential for further growth can be expected by leveraging the sales channels ownedby the Sojitz Group outside of airports and expanding the sales of the products that the Company offers.
b. Strengthening corporate strength and competitiveness in the aviation and airport businesses(a) Integration and consolidation of aviation business between JAL and Sojitz as well as the Company
The Company has a trading platform with domestic heavy industry manufacturers and domestic airlines in thebusiness of parts supply for commercial aircraft; founded on experience, knowledge, and expertise that has beencultivated since the Company’s inception. The Company believes that, by consolidating the parts supply
business for commercial aircraft within the Sojitz Group into the Company to further enhance its own expertise,and by leveraging Sojitz’s expertise to enhance the finance functions of the Company, which is expected by its
business partners, the Company will be able to accelerate the expansion of its business in the commercial aircraft
arena through organic growth. On the other hand, through consolidating the businesses that require a certain
level of assets, such as aircraft leasing and part-out, as well as businesses catering to government agencies fromthe Company to the Sojitz Group, the Company will be able to effectively utilize its human resources and someof its assets.
(b) Strengthening cooperation among operating airports
The Company is involved in airport management business in Laos, Myanmar, and Mongolia, while the Sojitz
Group is involved in airport management business in Japan (Kumamoto and Shimojishima), Russia, and Palau,
and they operate these airports independently. The Company believes that, by engaging in airport sales activities
to airlines and travel agents and promotional activities to aviation-related companies in cooperation with theCompany, the Sojitz Group, and the respective airport operators, it will be possible to increase revenues by
increasing the number of flights and passengers at the respective airports and receiving rent, royalties, among
others at the airports at which the Company and the Sojitz Group respectively participate in the airport operation.
Furthermore, the Company believes that, in addition to sharing airport management expertise among therespective airport operators of the Company and the Sojitz Group, combining the operational know-how of the
JAL Group will enhance airport user satisfaction and increase revenues by improving operational efficiency at
the airports at which the Company and the Sojitz Group respectively participate in the operation. In addition, theCompany believes that it will be possible to further expand not only airport management business but also
aviation and airport-related business, including cargo terminal operation and ground handling business, byunifying JAL, Sojitz, and the Company to strengthen proposal capabilities and competitiveness.
(c) Expansion of handling of aircraft and related products
The Company believes that, in addition to the track record, knowledge, expertise, and industry network
developed by the Company since its foundation, by utilizing JAL’s airline expertise and Sojitz’s asset businessexpertise to increase the number of opportunities to handle equipment in general, such as aircraft, engines/parts,and simulators, the Company is expecting the expansion of revenue.
In addition, the Company believes that by combining JAL’s airline expertise, Sojitz’s financial functions, andthe Company’s practical on site skills, the Company will be able to make proposals that better captures customer
demands; resulting in a business model that maximizes the value of decommissioned equipment such as leasing
decommissioned aircraft owned by airlines to third parties. The Company believes that this business model will
expand the revenue and improve the profitability of not only the Company itself but also that of JAL, and Sojitz.
(d) Strengthening collaboration in environment-related businesses
JAL, Sojitz, and the Company have made addressing climate change their top management priority in order
to meet the demands of a sustainable society. In the future, the Company believes that it will be able to22

accelerate initiatives that contribute to the prevention of global warming by reducing the number of the airport
vehicles owned by the companies through the sharing of such airport vehicles, developing next-generation
vehicles powered by electricity and hydrogen, and jointly promoting the improvement of infrastructure at
airports, which will be the foundation for the operation of such business. Furthermore, the Company believes
that, by promoting initiatives to reduce CO2 emissions, the Company will gain the support of customers whobelieve in sustainability, and this will lead to the expansion of the scale of JAL, Sojitz, and the Company
businesses and the realization of efficient business operations of JAL, Sojitz, and the Company.
c. Strengthening collaboration in food business areas in the foods and beverages business
The Company believes that it handles a diverse range of products in the food sector, including agricultural,marine, and livestock products, wine, and processed foods, and possesses highly specialized expertise andknow-how in these areas. In October 2021, the Company executed a comprehensive collaboration agreementwith Food Valley Tokachi Council and JAL to establish a system for the distribution of fresh and high-quality
agricultural and livestock products of Tokachi to the general market through nationwide retailers, mainly inmetropolitan areas (Tokyo, Kanagawa, Chiba, and Saitama), which are regions of large consumption. In addition,
the Company has been expanding overseas exports of Japanese fresh foods and local specialty processed foods
through the “Thonglor Nihon Ichiba (Japanese fresh wholesale market)” business operated in Bangkok,
Thailand. The Company believes that, in the future, it will have new revenue opportunities by expanding thetarget market for the “Regional Revitalization and Sixth Industry Project,” which the Company is strategicallypursuing, both domestically and abroad through collaboration between JAL, which boasts high qualitytransportation and has flights to and from 60 domestic airports and networks with local governments in eachregion, and Sojitz, which has bases in eight countries in the ASEAN region and believes to have abundant
information/personal connections.
d. Strengthening collaboration in insurance, real estate, and machinery and materials areas in life services
business
In the insurance and real estate sectors, the Company believes that it has the ability to provide high-quality
services and highly specialized know-how and systems for corporate groups that it has developed within the
JAL Group since its foundation. JAL, Sojitz, and the Company intend to upgrade their services by incorporating
the resources of each company into this foundation as well as to expand the revenue of the Company by utilizing
the customer base and the trademark (branding power) of JAL. In the machinery and materials sector, theCompany believes that the collaboration between JAL, Sojitz, and the Company enables the Company to findand develop new eco-friendly products that will lead to the promotion of sustainability, and this will contributeto the expansion of revenue and the improvement of the profitability of, not only the Company, but also JAL,
Sojitz.
e. Promoting Optimal Group Management
JAL, Sojitz, and the Company believe that they will be able to realize more active personnel exchanges thanin the past, such as mutual secondment, by consolidating through the Transactions or increasing the percentageof ownership. As a result of this, the Company believes that it will be able to provide its employees, who are thesource of corporate value, with new areas of work and a variety of growth opportunities, and this will promote
human resource development and, in the medium-to long-term, will enable optimal allocation of personnel
between JAL, Sojitz, and the Company. In particular, the Company believes that, since JAL will position the
Company as a “core company of non-airline business in the JAL Group,” the areas of work for employees of theCompany will expand, and human resource development will be promoted. Furthermore, since it is undeniable
that the overlapping cost burden of the Company continuing to be listed will be inefficient for both the JAL
Group and the Sojitz Group as a whole, the Company believes that such burden will be eliminated by theTransactions and it will be able to concentrate management resources on business growth. The Company
believes that it will be able to promote the group optimum management by realizing the optimal allocation of
personnel and streamlining the costs between JAL, Sojitz, and the Company through implementing mattersdescribed above.

23

In addition to the above, the Company has identified “Materiality (material issues)” that it should prioritize as
the Company’s group from a wide range of social issues, with growing demands for the realization of asustainable society, and is promoting them. In the future, the Company intends to accelerate specific initiatives
through its business to resolve many social issues it faces, such as climate change, food loss, and contributing tolocal communities, by deepening the collaboration between JAL, Sojitz, and the Company.
Subsequently, the Company received advice from a financial point of view from Nomura Securities, including
the report on the result of the valuation of the Company Shares and the advice on the strategy for negotiations
with JAL and Sojitz, received guidance and other legal advice on measures to secure the fairness of theprocedures for the Transactions from Anderson Mori & Tomotsune and carefully evaluated whether toimplement the Transactions and the appropriateness of the terms and conditions of the Transactions.
Regarding the Tender Offer Price, the Company has held discussions and negotiations with JAL and Sojitz
multiple times since mid-October 2021. Specifically, the Company received a proposal from JAL and Sojitz, on
October 15, 2021, to set the Tender Offer Price at 2,300 yen after comprehensively taking into account several
factors, such as (i) the results of the due diligence conducted on the Company from around mid-September 2021
to around mid-October 2021, (ii) the possibility of the Company’s board of directors supporting the Tender Offer,and (iii) the outlook for tendering of shares in the Tender Offer. In response, on October 21, 2021, the Company
requested reconsideration for the increase of the Tender Offer Price from the perspective of giving further
consideration to the interests of the minority shareholders of the Company. After that, the Company received aproposal from JAL and Sojitz to set the Tender Offer Price at 2,400 yen on October 22, 2021; however, in
response to such proposal, the Company received a proposal from JAL and Sojitz, on October 27, 2021, to set
the Tender Offer Price at 2,450 yen, given the Company, on October 26, 2021, requested reconsideration for thefurther increase from the perspective of giving further consideration to the interests of the minority shareholdersof the Company. However, given, in response to such re-proposal, the Company, on October 27, 2021, requested
reconsideration for the increase from the perspective of giving further consideration to the interests of theminority shareholders of the Company, the Company received a proposal on October 29, 2021 to set the Tender
Offer Price at 2,500 yen. Thereafter, the Company received a proposal, on October 31, 2021, to set the Tender
Offer Price at 2,525 yen, given the Company, on October 29, 2021, again requested reconsideration for thefurther increase from the perspective of giving further consideration to the interests of the minority shareholdersof the Company; however, the Company requested reconsideration to set the Tender Offer Price at 2,560 yen on
the same day from the perspective of securing as the favorable terms and conditions of the transaction as
possible for the minority shareholders of the Company. On October 31, 2021, JAL and Sojitz determined toaccept the request from the Company to set the Tender Offer Price at 2,560 yen and informed such to theCompany. As a result of continued discussions and negotiations with JAL and Sojitz, taking into account thedetails of the above-mentioned discussions in relation to the Tender Offer Price, on October 31, 2021, theCompany reached an agreement with JAL and Sojitz that the privatization of the Company Shares by making
the Tender Offerors and Japan Airport Terminal the only shareholders of the Company is the best way to respondto changes in the business environment surrounding the Tender Offerors and the Company and to contribute to
the enhancement of the corporate value of the Tender Offerors and the Company; therefore, the Company
resolved at its board of directors’ meeting held today, to express an opinion in favor of the Tender Offer and torecommend that the shareholders of the Company tender the shares held by them in the Tender Offer in theevent the Tender Offer commences when the Company presents an opinion to do so at the present time.
In the process of the examinations and negotiations stated above, the Company made reports to the special
committee from time to time on material aspects and received approval when necessary. Specifically, theCompany obtained approval from the special committee after the special committee confirmed the rationality ofthe details, the material assumptions, and the preparation process, etc., of the Business Plan (as defined in (ii)
Overview of Calculation” in “A. The Company’s Acquisition of a Share Valuation Report from an Independent
Third-Party Valuation Institution” in “(3) Matters Concerning Calculation” below; hereinafter the same) that waspresented to JAL and Sojitz and constitutes the basis for the valuation of the Company Shares by Nomura
Securities. In addition, upon the negotiations with JAL and Sojitz, the Company took measures in accordancewith the strategy for the negotiations deliberated and determined by the special committee in advance and upon
the receipt of the proposals on the Tender Offer Price from JAL and Sojitz, the Company immediately made24

reports to the special committee each time and took measures in accordance with instructions from the special
committee.
Following this, the Company received a written report from the special committee (the “Special Committee
Report”) today, stating that the special committee believes that (A) the Transactions will contribute to theenhancement of the corporate value of the Company and the purposes of the Transactions are valid andreasonable, (B) the interests of the minority shareholders of the Company have been sufficiently consideredthrough fair procedures in respect of the Transactions, (C) the fairness and appropriateness of the terms andconditions of the Transactions are ensured, (D) the Transactions are not disadvantageous to the minority
shareholders of the Company, and (E) the resolution by the board of directors of the Company, upon theannouncement of the Tender Offer, to express an opinion in favor of the Tender Offer and recommend that theshareholders of the Company tender their shares in the Tender Offer is reasonable. (For the details of the Special
Committee Report, please refer to “B. Establishment of an Independent Special Committee by the Company” in“(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of theTender Offer Price and to Avoid Conflicts of Interest” below.)(iii)
Details of determinations
In light of this background, the Company carefully discussed and evaluated, at the meeting of its board of
directors held today, whether the Transactions, including the Tender Offer, would contribute to increasing thecorporate value of the Company and whether the terms and conditions of the Transactions, including the Tender
Offer Price, are appropriate based on legal advice from Anderson Mori & Tomotsune, advice from a financial
point of view from Nomura Securities, and a share valuation report on the result of the valuation of theCompany Shares (the “Share Valuation Report (Nomura Securities)”) received from Nomura Securities on
November 1, 2021 and paid the utmost respect to the contents of the determinations by the special committee
presented in the Special Committee Report.
As a result, the Company concluded that, by implementing the Transactions between JAL and Sojitz and theCompany, it is expected that the synergies that are stated in “B. Background, Purpose, and Decision-making
Process that Led the Tender Offerors to Decide to Implement the Tender Offer” above will be created andthereby contribute to increasing its corporate value.
The Company also determined that 2,560 yen per share as the Tender Offer Price is an appropriate pricesecuring the interests that should be enjoyed by the minority shareholders of the Company and determined that
the Tender Offer would provide the minority shareholders of the Company with a reasonable opportunity to sell
the Company Shares at a price inclusive of an appropriate premium by taking into account various factors,
including the following:a.
the fact that it is recognized that the interests of minority shareholders is considered, such as
conducting the measures to eliminate conflicts of interest as described in “(6) Measures to Ensure the Fairness of
the Tender Offer, Including Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts ofInterest” below;b.
the fact that the Tender Offer Price is a price that was agreed to with the Tender Offerors based on
sufficient negotiations conducted on multiple occasions between the Company and the Tender Offerors after theCompany took sufficient measures to ensure the fairness of the terms and conditions of the Transactions,
including the Tender Offer Price, stated in “(6) Measures to Ensure the Fairness of the Tender Offer, Including
Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest” below;c.
the fact that the Tender Offer Price is determined to be appropriate in the Special Committee Report
received from the special committee as described in “B. Establishment of an Independent Special Committee by
the Company” in “(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure theFairness of the Tender Offer Price and to Avoid Conflicts of Interest” below;d.
the fact that the Tender Offer Price was calculated inclusive of a respective premium of (A) 49.36%(to be rounded to the second decimal place; the same applies for each figure (%) of the premium on the shareprices below) on 1,714 yen, the closing price of the Company Shares traded on the First Section of the Tokyo
25

Stock Exchange on November 1, 2021, which is the business day immediately preceding the announcement
date of the Transactions, (B) 48.66% on 1,722 yen, the simple average closing price (to be rounded to the nearest
one (1) yen; the same applies for each calculation of the simple average closing prices below) for the past onemonth period until November 1, 2021, (C) 48.75% on 1,721 yen, the simple average closing price for the past
three-month period until November 1, 2021, and (D) 47.38% on 1,737 yen, the simple average closing price forthe past six-month period until November 1, 2021 of the Company Shares on the First Section and the fact that itis recognized that the premiums that are included are appropriate when comparing with the average premium
and median premium (about 40% to about 50%) offered in cases similar to the Transactions (tender offers theaim of which was to take the shares of the Company private), which were implemented after the press release
regarding “Fair M&A Guidelines” was issued by the Ministry of Economy, Trade and Industry on June 28, 2019;ande.
the fact that the Tender Offer Price is set at the level (A) exceeding the maximum value of the range
under the average market price analysis and (B) falling within the range under the Discounted Cash Flowmethod (the “DCF method”) among the result of the valuation of the Company Shares by Nomura Securities as
described in “(3) Matters Concerning Calculation” below.
As described above, the Company resolved at its board of directors’ meeting held today, as the Company’s
current position, to express an opinion in favor of the Tender Offer and to recommend that the shareholders of
the Company tender their shares in the Tender Offer if the Tender Offer is commenced.
In addition, the Company resolved at the above-mentioned board of directors’ meeting that, at the time ofcommencement of the Tender Offer, the Company will consult the special committee, which was established by
the Company, to examine whether there is any change in their opinion as of November 2, 2021, and report to theCompany’s board of directors, if there is no change of opinion, to such effect, and, if there is any change, theopinion of the special committee after such change. In light of such opinion, the Company has also resolved that
it will express its opinion regarding the Tender Offer again at the time of commencement of the Tender Offer.
For details of the decision-making process at the Company’s board of directors’ meeting, please refer to “E.
Approval by All of the Directors without Interest and Unanimous Special Committee Report of All of theCompany Auditors” in “(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure
the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest” below.
(3) Matters Concerning CalculationA.

The Company’s Acquisition of a Share Valuation Report from an Independent Third-Party Valuation Institution(i) Name of Valuation Institution and its Relationship with the Company and Tender Offerors
In conducting discussions, negotiations and determinations regarding the appropriateness of the terms andconditions of the Transactions, including the Tender Offer Price, in order to ensure the fairness of such terms andconditions, the Company requested Nomura Securities, a financial advisor and third party valuation institution
independent from the Tender Offerors, the Company and Japan Airport Terminal, which may have entered into anagreement with the Tender Offeror regarding the tender or non-tender of shares in the Tender Offer, and from theTransactions, to evaluate the value of the Company Shares and conduct incidental financial analyses, and obtained theShare Valuation Report (Nomura Securities) dated November 1, 2021.
Nomura Securities is not a related party of the Tender Offerors, Japan Airport Terminal, or the Company, and has nomaterial interest in the Transactions including the Tender Offer.
The fee to be paid to Nomura Securities in relation to the Transactions includes a contingent fee subject to thecompletion of the Tender Offer. The Company (i) determined, taking into consideration the normal business practice insimilar transactions and the appropriateness of matters such as a fee system which would impose considerable
financial burden on the Company in the case of the non-completion of the Transactions, that the independence of
Nomura Securities would not be negated due to the inclusion of the contingent fee subject to the completion of theTender Offer, and (ii) appointed Nomura Securities as its financial advisor and third party valuation institution under
the above fee system.

26

(ii) Overview of Calculation
Nomura Securities evaluated the value of the Company Shares using the methods of (i) average market priceanalysis, since the Company Shares are listed on the First Section of the Tokyo Stock Exchange and market prices
exist, and (ii) DCF method, in order to reflect the state of future business operations of the Company in the valuation.
The Company has not obtained an opinion concerning the fairness of the price for the purchase of the Company
Shares in respect of the Tender Offer (a fairness opinion) from Nomura Securities.
According to the Share Valuation Report (Nomura Securities), the ranges of the value per share of the Company
Shares, which valuation was based on the above methods, are as follows:
Average market price analysis:

From 1,714 yen to 1,737 yen

DCF method:

From 2,203 yen to 3,754 yen

The average market price analysis, with the calculation reference date of November 1, 2021, resulted in a value pershare of the Company Shares ranging from 1,714 yen to 1,737 yen, based on the following prices of the Company
Shares on the First Section of the Tokyo Stock Exchange: the closing price on the reference date (1,714 yen); thesimple average closing price for the latest five (5) business days (1,714 yen); the simple average closing price for thelatest one (1)-month period (1,722 yen); the simple average closing price for the latest three (3)-month period (1,721
yen); and the simple average closing price for the latest six (6)-month period (1,737 yen).
For the DCF method, the corporate value was evaluated by discounting the amount of free cash flow that theCompany is expected to generate after July 1, 2021 to the present value at a certain discount rate reflecting businessrisks, based on the assumptions that are considered reasonable, such as profit forecast and investment plans based on
the financial forecasts from the fiscal year ending March 2022 through the fiscal year ending March 2027 (the“Business Plan”), which the Company prepared. Furthermore, the value of the Company Shares will be analyzed bymaking certain financial adjustments such as adding the value of cash equivalents held by the Company. This analysis
resulted in a value per share of the Company Shares ranging from 2,203 yen to 3,754 yen. The range of discount rate isfrom 6.50% to 7.00%. In calculating terminal value, the perpetual growth rate model and multiple model are used. The
value of the Company Shares is calculated at the perpetual growth rate ranging from -0.25% to 0.25%, and the
EBITDA multiple of 5.50 to 7.50.
The financial forecast based on the business plan of the Company, which Nomura Securities used for the calculationby the DCF method, is as follows.
As described in “B. Establishment of an Independent Special Committee by the Company” above, the special
committee confirmed that there seemed to be no unreasonable points in respect of the financial forecasts, theassumptions and other matters which are basis of calculation, and the methods and results of valuation seemed to bereasonable.
The Business Plan includes the fiscal years for which substantial increase or decrease in profits is expected.
Specifically, as it is expected that, for the fiscal years ending March 2023, March 2024 and March 2025, theprofitability will gradually recover to the level before the spread of COVID-19 as a result of the decrease in theinfection numbers regarding COVID-19, substantial increase in profits such as operating profit, ordinary profit and net
profit is expected. The Business Plan does not include the expected synergies to be realized through the Transactions
as it is difficult to estimate specifically at this time.
(Millions of yen)
Fiscalyear

Fiscalyear

Fiscalyear

Fiscalyear

Fiscalyear

Fiscalyear

endingendingendingendingendingendingMarch 2022

March 2023

March 2024

March 2025

March 2026

March 2027

127,973

152,909172,264

174,692

175,963(Note 1)Net Sales

87,84027

Operating profit

786

1,936

3,721

4,751

5,036

5,159

EBITDA

1,601

2,936

4,721

5,751

6,036

6,159

Free cash flow

4,294

△822

△215

1,586

4,180

3,993

(Note 1) The fiscal year ending March 2022 is from July 1, 2021 to March 31, 2022 after the second quarteraccounting period.
(Note 2) Nomura Securities evaluated the value of the Company Shares assuming that the public information and all
information provided to Nomura Securities was accurate and complete, and did not independently verify theaccuracy and completeness of such information. Nomura Securities did not independently conduct evaluation,
appraisal or assessment (including analysis and evaluation of individual assets and liabilities) of the assets andliabilities of the Company (including derivative financial instruments, off-balance-sheet assets and liabilities,
and other contingent liabilities), nor did it make any request to a third party institution for appraisal orassessment of such assets and liabilities. Nomura Securities assumed that the management of the Company
reasonably reviewed and prepared the financial forecasts of the Company (including the profit plan and otherinformation) based on the currently available best and good-faith forecasts and determinations. The evaluation
by Nomura Securities reflects the information and economic conditions which Nomura Securities obtained by
November 1, 2021. The evaluation by Nomura Securities was conducted only for the purpose of reference inorder for the board of directors of the Company to examine the value of the Company Shares.
B.

The Tender Offeror’s Acquisition of a Share Valuation Report from an Independent Third-Party Valuation
Institution(i) Name of Valuation Institution and its Relationship with the Company and Tender Offeror
In order to ensure the fairness of the Tender Offer Price, when determining the Tender Offer Price, the Tender
Offerors requested MUMSS, which is a third party valuation institution that is independent from the Tender Offerors,
Japan Airport Terminal and the Company and is also a financial advisor of the Tender Offerors, to evaluate the valueof the Company Shares. MUMSS is not a related party to the Tender Offerors, Japan Airport Terminal or theCompany, and has no material interest in the Tender Offer.
(ii) Overview of Calculation
As a result of consideration of the calculation methods for the Tender Offer, MUMSS analyzed the value of theCompany Shares using the methods of (i) market price analysis and (ii) discounted cash flow analysis (the “DCF
Analysis”), and the Tender Offerors obtained a share valuation report from MUMSS on November 1, 2021 (the “Share
Valuation Report (MUMSS)”). The Tender Offerors have not obtained an opinion concerning the fairness of theTender Offer Price (a fairness opinion) from MUMSS.
The results of the evaluation by MUMSS of the value per share of the Company Shares are as follows:
Market price analysis:

1,714 yen to 1,737 yen

DCF Analysis:

2,250 yen to 2,811 yen

The market price analysis, with the reference date of November 1, 2021, resulted in a value per share of theCompany Shares ranging from 1,714 yen to 1,737 yen, based on the following prices of the Company Shares on theFirst Section of the Tokyo Stock Exchange: the closing price on the reference date (1,714 yen); the simple averageclosing price for the latest one (1)-month period (from October 4, 2021 to November 1, 2021) (1,722 yen (rounded to
the nearest whole yen; hereinafter the same applies to simple average closing prices)); the simple average closing pricefor the latest three (3)-month period (from August 2, 2021 to November 1, 2021) (1,721 yen); and the simple averageclosing price for the latest six (6)-month period (from May 6, 2021 to November 1, 2021) (1,737 yen).
For the DCF Analysis, the value of the Company Shares was evaluated by discounting the amount of free cash flow28

that the Company is expected to generate after the fiscal year ending March 2022 to the present value at a certain
discount rate, based on the Tender Offerors’ future earnings forecasts in respect of the Company for the fiscal years
after the fiscal year ending March 2022, taking into consideration various factors, such as the business plan of theCompany covering the fiscal years from the fiscal year ending March 2022 through the fiscal year ending March 2027,
the latest business performance, and publicly available information. This analysis resulted in a value per share of theCompany Shares ranging from 2,250 yen to 2,811 yen. The financial forecasts of the Company based on the businessplans which MUMSS used for the calculation of the DCF Analysis include fiscal years in which significant increases
or decreases are expected. Specifically, in the years ending March 2023, March 2024, and March 2025, it is anticipatedthat operating profits, ordinary profits, and net profits will increase significantly due to the restoration of the profit
level prior to the spread of COVID-19, assuming that the relaxation of movement restrictions will gradually become
normal due to the decrease in the number of people infected with COVID-19. In addition, the expected synergies to berealized through the Transactions are not reflected, because it is difficult to make specific numerical estimations ofsuch expected synergies at this point.
The Tender Offerors and the Company comprehensively took into account several factors, such as (i) the valuation
results of the analysis methods stated in the Share Valuation Report (MUMSS) received from MUMSS, (ii) the resultsof the due diligence on the Company conducted from around the mid-September 2021 to around the mid-October
2021, (iii) the possibility of the Company’s board of directors supporting the Tender Offer, and (iv) the outlook fortendering of shares in the Tender Offer, and, based on the results of the discussions and negotiations with the Company,
the Tender Offerors and the Company agreed, on October 31, 2021, to set the Tender Offer Price at 2,560 yen per
share of the Company Shares. The Tender Offer Price of 2,560 yen is above the upper limit of the calculation results
based on the market price analysis and within the ranges of the valuation results based on the DCF Analysis of theshare analysis methods stated in the Share Valuation Report (MUMSS) received from MUMSS. Therefore, the Tender
Offerors determined that they would enter into the Shareholders’ Agreement dated November 2, 2021, and the Tender
Offeror would implement the Tender Offer to acquire all of the Company Shares (excluding the Company Shares held
by JAL, Sojitz and Japan Airport Terminal and treasury shares held by the Company), subject to the Conditions
Precedent to the Tender Offer being satisfied.
The Tender Offer Price of 2,560 yen per share represents (a) a premium of 49.36% on 1,714 yen, which is theclosing price of the Company Shares on the First Section of the Tokyo Stock Exchange on November 1, 2021, thebusiness day immediately preceding the date of announcement by the Tender Offeror regarding the Tender Offer; (b) apremium of 48.66% on 1,722 yen, which is the simple average closing price for the latest one (1)-month period (fromOctober 4, 2021 to November 1, 2021); (c) a premium of 48.75% on 1,721 yen, which is the simple average closing
price for the latest three (3)-month period (from August 2, 2021 to November 1, 2021); and (d) a premium of 47.38%
on 1,737 yen, which is the simple average closing price for the latest six (6)-month period (from May 6, 2021 toNovember 1, 2021).
(Note) In evaluating the value of the Company Shares, in principle, MUMSS adopted, without any change, theinformation provided from the Tender Offerors and the Company, publicly available information, and otherrelevant materials, and, assuming that all of such information and materials were accurate and complete, did
not independently verify the accuracy and completeness of such information and materials. With respect to theassets and liabilities (including off-balance-sheet assets and liabilities, and other contingent liabilities) of theCompany and its affiliated companies, MUMSS did not independently conduct an evaluation or assessment ofsuch assets or liabilities, nor did it make any request to a third party institution for appraisal or assessment ofsuch assets and liabilities. In addition, MUMSS assumed that the information related to the financial forecastsof the Company was reasonably prepared by the Tender Offerors and the Company, based on best forecasts
and judgments available to them as of November 1, 2021. The evaluation by MUMSS reflects the aforementioned information up to November 1, 2021.
(4) Possibility of Delisting and Reasons Therefor
The Company Shares are listed on the First Section as of today. However, since the Tender Offerors have not set a29

maximum limit on the number of shares to be purchased in the Tender Offer, the Company Shares may be delisted
through prescribed procedures in accordance with the stock delisting criteria of the Tokyo Stock Exchange, dependingon the results of the Tender Offer. In addition, even in the case where the Company Shares do not fall under the criteria
for such delisting at the time of the completion of the Tender Offer, the Tender Offerors plan to implement theprocedures aimed at acquiring all of the Company Shares (excluding the Company Shares held by the Tender Offerors
and Japan Airport Terminal and treasury shares held by the Company), as set out in “(5) Policies on the Organizational
Restructuring After the Tender Offer (Matters Relating to So-called “Two-Step Acquisition”) below, thereafter,
pursuant to applicable laws and regulations, and, in the case where such procedures are implemented, the Company
Shares will be delisted through the prescribed procedures in accordance with the stock delisting criteria of the Tokyo
Stock Exchange. After delisting, the Company Shares may not be traded on the Tokyo Stock Exchange. The reasonsfor the delisting and the impact on minority shareholders and the Company's stance on them are described in "(iii)
Details of determinations " in "(iv) Decision-Making Process and Reasons Behind the Company’s Support of theTender Offer " in "(2) Grounds and Reasons for the Opinion on the Tender Offer”.
(5) Policies on the Organizational Restructuring After the Tender Offer (Matters Relating to So-called “Two-Step
Acquisition”)
As stated in “(1) Overview of Tender Offer,” the Tender Offerors intend to take the Company Shares private bymaking the Tender Offerors and Japan Airport Terminal the only shareholders of the Company, and if the Tender
Offeror is unable to obtain all of the Company Shares (excluding the Company Shares held by the Tender Offerors andJapan Airport Terminal and treasury shares held by the Company) through the Tender Offer, the Tender Offerors plan
to implement the following series of procedures after the completion of the Tender Offer so that the Tender Offeror
will obtain all of the Company Shares (excluding the Company Shares held by the Tender Offerors and Japan Airport
Terminal and treasury shares held by the Company).
Specifically, after the completion of the Tender Offer, the Tender Offerors, promptly after the settlement of theTender Offer, intend to request the Company to hold an extraordinary shareholders’ meeting (the “Extraordinary
Shareholders’ Meeting”) (It has not determined when the Extraordinary Shareholders’ Meeting will be held at thispoint; however, if the Tender Offer is commenced in early February 2022, the Extraordinary Shareholders’ Meeting isscheduled to be held in late May 2022.), which will include the following proposals in the agenda items: (i) to conduct
a consolidation of the Company Shares (the “Share Consolidation”) pursuant to Article 180 of the Companies Act, and(ii) to make a partial amendment to the Company’s Articles of Incorporation to abolish the provision regarding thenumber of shares constituting one unit of shares subject to the Share Consolidation taking effect. From the perspectiveof enhancing the corporate value of the Company, the Tender Offerors consider it desirable to hold the Extraordinary
Shareholders’ Meeting as soon as possible, and plan to request the Company to give public notice during the period of
the Tender Offer (the “Tender Offer Period”) regarding the setting of a record date so that a date that is after and close
to the commencement of the settlement of the Tender Offer will be the record date for the Extraordinary Shareholders’Meeting. If the Tender Offer is completed, the Company will respond to the above-mentioned requests from theTender Offerors. The Tender Offerors intend to approve each of said proposals at the Extraordinary Shareholders’Meeting. If the proposal for the Share Consolidation is approved at the Extraordinary Shareholders’ Meeting, on theeffective date of the Share Consolidation, the shareholders of the Company will hold the number of the Company
Shares proportionate to the ratio of the Share Consolidation that is approved at the Extraordinary Shareholders’Meeting. If, due to the Share Consolidation, any fraction constituting less than one (1) share arises, each shareholder of
the Company will be delivered an amount of cash, which is to be obtained by selling the Company Shares (the numberof which is equivalent to the total number of such fractions constituting less than one (1) share; if any fraction
constituting less than one (1) share arises with respect to such total number, such fraction shall be rounded down to thenearest whole number), to the Company or the Tender Offeror in accordance with the procedures provided in Article
235 of the Companies Act and other applicable laws and regulations. The sale price of such Company Shares, thenumber of which is equivalent to the total number of such fractions constituting less than one (1) share, will becalculated such that, as a result of the sale, the amount of cash delivered to each of the shareholders who do not tender30

their shares in the Tender Offer (excluding the Tender Offerors, Japan Airport Terminal and the Company) will beequal to the price obtained by multiplying the Tender Offer Price by the number of the Company Shares held by eachof such shareholders. Upon conducting such calculation, the Tender Offerors will request the Company to file apetition with a court for permission with respect to voluntary sale of such Company Shares. Although the ratio of theconsolidation of the Company Shares has not been determined as of today, the Tender Offeror intends to request theCompany to determine the ratio of the Share Consolidation in such a way as to make the number of the Company
Shares to be held by any of the shareholders (excluding the Tender Offerors, Japan Airport Terminal and the Company)
who do not tender their shares in the Tender Offer a fraction constituting less than one (1) share so that only the Tender
Offerors and Japan Airport Terminal will hold all of the Company Shares (excluding treasury shares held by theCompany). However, in the case where any shareholder (excluding the Tender Offerors) holding a number ofCompany Shares which exceeds the number of Company Shares held by Japan Airport Terminal exists (or in cases
where any shareholder (excluding the Tender Offerors) holding the number of the Company Shares which does notexceed, but is very close to, the number of the Company Shares held by Japan Airport Terminal) after the Tender Offer,
the Tender Offerors will request the Company to determine the ratio of the Share Consolidation in such a way as tomake the number of the Company Shares to be held by any of the shareholders including Japan Airport Terminal(excluding the Tender Offerors and the Company) who do not tender their shares in the Tender Offer, a fraction
constituting less than one (1) share (even in such case, as, under the Non-Tender Agreement, JAL, Sojitz, and Japan
Airport Terminal have agreed that, as soon as practicable after the completion of the Squeeze-Out Procedures, they
will take necessary measures, such as stock splits of the Company Shares and transfers of the Company Shares among
the Tender Offerors and Japan Airport Terminal, in order to alter the ratio of voting rights in the shares of the Company
held by Japan Airport Terminal to 8.08%, after the Share Consolidation, Japan Airport Terminal is expected torepurchase the Company Shares in order to alter the ratio of voting rights in the shares of the Company held by it to
8.08%).
In the interest of protecting the rights of minority shareholders relating to the Share Consolidation, the Companies
Act provides, that, if the Share Consolidation is conducted and any fraction constituting less than one (1) share arises,
the shareholders of the Company (excluding the Tender Offerors, Japan Airport Terminal and the Company) may
request the Company to purchase, at a fair price, all of their shares in fraction constituting less than one (1) share, andmay file a petition with the court for determination of the price of the Company Shares pursuant to the provisions ofArticles 182-4 and 182-5 of the Companies Act and other relevant laws and regulations. As stated above, as a result of
the Share Consolidation, the number of the Company Shares held by the shareholders of the Company who do nottender their shares in the Tender Offer (excluding the Tender Offerors, Japan Airport Terminal and the Company) will
be fractions constituting less than one (1) share, and, therefore, the shareholders of the Company who are against the
Share Consolidation (excluding the Tender Offerors, Japan Airport Terminal and the Company) will be able to file theabove-mentioned petition. In the event that such petition is filed, the sale price of the Company Shares will be finallydetermined by the court.
For each of the procedures mentioned above, the method or time of the implementation thereof may be changed dueto the amendment to, or enforcement of, the relevant laws and regulations, the status of interpretation by the authoritiesof the relevant laws and regulations, etc. However, even in such cases, the Tender Offerors intend to take measures toeventually pay cash to each of the shareholders of the Company who do not tender their shares in the Tender Offer(excluding the Tender Offerors, Japan Airport Terminal and the Company) and cause the amount of cash to be paid toeach of the shareholders to be equal to the amount obtained by multiplying the Tender Offer Price by the number of
the Company Shares held by such shareholder. The specific procedures and the schedule thereof in the above cases
will be announced by the Company once they are determined through mutual discussions between the Tender Offerors
and the Company. However, the Tender Offer is not in any way intended to solicit the shareholders of the Company toapprove the proposals at the Extraordinary Shareholders’ Meeting. All shareholders of the Company need to take sole
responsibility for seeking advice from their tax accountants with regard to the tax consequences of tendering theirshares into the Tender Offer or participating in the procedures outlined above.
Under the Shareholders’ Agreement, JAL and Sojitz have agreed that, they will take necessary measures, such as
31

through stock splits of the Company Shares and transfers of the Company Shares among the Tender Offerors andJapan Airport Terminal, following the completion of the Squeeze-Out Procedures, if it is necessary to take suchmeasures in order that the ratio of voting rights in the shares of the Company held by JAL and Sojitz be the same level
as of today (i.e., 21.56% in relation to JAL and 22.22% in relation to Sojitz), to the extent that the following conditions
are satisfied: (A) JAL will make the Tender Offeror and the Company its consolidated subsidiaries, (B) Sojitz will
have the Company as its equity-method affiliate, and (C) the ratio of voting rights in the shares of the Company heldby Japan Airport Terminal will be altered to 8.08%. Moreover, under the Non-Tender Agreement, JAL, Sojitz, andJapan Airport Terminal have agreed that, as soon as practicable after the completion of the Squeeze-Out Procedures,
they will take necessary measures, such as stock splits of the Company Shares and transfers of the Company Shares
among the Tender Offerors and Japan Airport Terminal, in order to realize (C) above (to alter the ratio of voting rights
in the shares of the Company held by Japan Airport Terminal to 8.08%). Since the transfers of the Company Shares
among the Tender Offerors and Japan Airport Terminal, which may be implemented under the Shareholders’
Agreement and the Non-Tender Agreement, are planned to be conducted after the total number of issued shares of theCompany has decreased due to the Share Consolidation, which will be conducted as part of the Squeeze-Out
Procedures, the transfer price per share of the Company Shares in respect of such share transfers may be different fromthe Tender Offer Price. However, since such price is determined taking into consideration the ratio of the Share
Consolidation (in the case where a stock split is conducted, the ratio of the stock split will also be considered), it isexpected to be substantially the same as the Tender Offer Price.
(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of the Tender Offer
Price and to Avoid Conflicts of Interest
As of today, the Company is not a subsidiary of the Tender Offerors, and the Tender Offer does not constitute a
tender offer by a controlling shareholder; however, taking into account facts such as that (i) JAL and Sojitz as of today
respectively hold 2,727,500 shares (ownership ratio: 21.56%) and 2,810,500 shares (ownership ratio: 22.22%) of theCompany Shares, making the Company an equity-method affiliate of both JAL and Sojitz, and the total number of theCompany Shares held by JAL and Sojitz is 5,538,000 shares (ownership ratio: 43.77%), (ii) the Tender Offerors
contemplate taking the Company Shares private by making the Tender Offerors and Japan Airport Terminal the only
shareholders of Company, and (iii) one (1) director of the Company (Mr. Yuji Saito) holds a concurrent position atJAL, one (1) director of the Company (Mr. Hiroto Murai) holds a concurrent position at Sojitz, and one (1) director of
the Company (Mr. Shigeyuki Taguchi) holds a concurrent position at Japan Airport Terminal, the Tender Offerors andthe Company have implemented the following measures to respond to these issues from the perspective of ensuring
fairness of the Tender Offer, eliminating any arbitrariness in the decision-making process leading up to thedetermination to implement the Tender Offer, and avoiding conflicts of interest. The following description regarding
the measures implemented by the Company is based on the explanation from the Company.
As stated in “A. Overview of the Tender Offer” in “(2) Grounds and Reasons for the Special Committee Report on
the Tender Offer” in “3. Details of and Grounds and Reasons for the Special Committee Report on the Tender Offer”
above, JAL, Sojitz and Japan Airport Terminal hold a total of 6,560,000 shares (ownership ratio: 51.85%) of theCompany Shares as of today. If a minimum of the so-called “majority of minority” is set for the Tender Offer, thesuccessful completion of the Tender Offer would be rather destabilized, which in turn may not serve the interests ofthe minority shareholders who wish to tender their Company Shares in the Tender Offer. Thus, no such minimum of
the so-called “majority of minority” is set in the Tender Offer. The Tender Offerors believe that since the methods
listed in A. to F. below are taken, due consideration is given to the interests of the minority shareholders. The special
committee has stated in the Special Committee Report that lack of the set of the majority of minority itself does notconstitute a lack of appropriate measures to ensure the fairness because: the Transactions are not transaction with acontrolling shareholder and its conflicts of interest are relatively weak, and thus, there is less necessity to set suchcondition; other measures to ensure the fairness are sufficiently taken; and setting such condition will enable apurchase of a relatively small number of Company Shares to obstacle the Tender Offer and the conclusion of theTender Offer will be destabilized; which in turn may not serve in the interests of the minority shareholders. The
32

Company has also reached the same conclusion.
A.

The Tender Offerors’ Acquisition of a Share Valuation Report From an Independent Third-Party Valuation
Institution
The Tender Offerors obtained the Share Valuation Report (MUMSS) from MUMSS through Sojitz on
November 1, 2021. For details please refer to “B. The Tender Offerors’ Acquisition of Share Valuation Report
From an Independent Third-Party Valuation Institution” in “(3) Matters Concerning Calculation” above.

B.

Establishment of an Independent Special Committee by the Company(i) Background of Establishment
As described in “D. Decision-Making Process and Reason Behind the Company’s Support of the Tender
Offer” in “(2) Grounds and Reasons for the Opinion on the Tender Offer” above, the Company
established, by a resolution at the meeting of its board of directors held on September 16, 2021, a special
committee consisting of four (4) members: Mr. Takashi Goto (attorney, SHIOMIZAKA) and Mr.
Hisayuki Matsumoto (certified public accountant and tax accountant, Stand by C Co., Ltd.), being
external experts, and Mr. Shigeru Ota and Ms. Yukari Yomo, being the independent outside directors of
the Company, who neither have interests in the Tender Offerors, the Company and Japan Airport
Terminal, which may have entered into an agreement with the Tender Offeror regarding the tender or
non-tender of shares in the Tender Offer, nor in the Transactions. The purpose of establishment of thespecial committee was to eliminate arbitrariness in the decision-making process in respect of theTransactions and to ensure fairness, transparency and objectivity in the decision-making process of theCompany. The special committee, by mutual vote among its members, elected Mr. Takashi Goto, who
has extensive knowledge concerning M&A transactions, as its chairperson. In addition, the fee for themembers of the special committee will only be a fixed fee to be paid regardless of the closing of theTransactions or the details of the special committee’s report, and does not include any contingent fee
subject to the announcement or closing of the Transactions, etc.
(ii) Process of Consideration
The Company requested that the special committee (x) examine (a) whether the purposes of theTransactions were valid and reasonable (including whether the Transactions would contribute to theenhancement of the corporate value of the Company), (b) whether the fairness and appropriateness ofthe terms and conditions of the Transactions (including the price for the purchase of the Company
Shares in respect of the Tender Offer) were ensured, (c) whether the interests of the shareholders of theCompany had been sufficiently considered through fair procedures in respect of the Transactions, (d) in
addition to the matters mentioned in the preceding (a) through (c), whether the Transactions weredisadvantageous to the minority shareholders of the Company, and (e) the propriety or impropriety of
the resolution by the board of directors of the Company to express an opinion in favor of the Tender
Offer and recommend that the shareholders of the Company tender their shares in the Tender Offer(collectively, the “Consulted-on Matters”), and (y) submit its report on the Consulted-on Matters to theboard of directors of the Company. With respect to the decision-making by the board of directors of theCompany concerning the Transactions, the board of directors of the Company resolved that it would pay
utmost respect to the determinations of the special committee, including the determination on whether tosupport the Tender Offer, and upon a determination by the special committee that the implementation of
the Tender Offer or the terms and conditions of the Tender Offer were inappropriate, the board of
directors of the Company would not support the Tender Offer. Furthermore, the board of directors of theCompany, by its resolution regarding the establishment of the special committee, granted the special
committee the authority to entrust to a third party institution and other advisors, at the Company’s cost,those matters, such as the evaluation of the Company Shares, deemed necessary by the special
33

committee.
The special committee held 10 meetings in total during the period from September 24, 2021 toNovember 1, 2021, and discussed and examined the Consulted-on Matters. Specifically, the special
committee confirmed that (i) since there were no issues with respect to the expertise and independence
either of Nomura Securities, the financial advisor and third party valuation institution appointed by theCompany, or of Anderson Mori & Tomotsune, the legal advisor appointed by the Company, the special
committee had no objection to the Company’s receiving professional advice from such advisors, and (ii)although the special committee had the authority to appoint advisors of its own accord, the special
committee would not appoint its own advisors because its members included professionals who werequalified as an attorney or certified public accountant. In addition, the special committee approved the
directors of the Company being involved in the discussions, negotiations and determinations in relation
to the Transactions after confirming that there were no issues in relation to such directors, from theperspective of their interest in the Tender Offerors, the Company, and Japan Airport Terminal, which
may have entered into an agreement with the Tender Offeror regarding the tender or non-tender ofshares in the Tender Offer, and in the Transactions. Thereafter, the special committee (i) received
explanations, based on materials provided by the Company, from the Company about the details of the
proposals of Tender Offerors, the purposes of and reasons for the implementation of the Transactions,the effects of the Transactions on the corporate value of the Company, the matters that the Company
would request of the Tender Offerors upon the implementation of the Transactions, the Business Plan(including the reasonableness and background of preparation thereof), the terms and conditions of theTransactions and the process of determination of such terms and conditions, and other matters, (ii) asked
questions about such explanations, and (iii) received answers thereto. Through such process, after
exhaustive and careful discussions and reviews of the Consulted-on Matters, on November 2, 2021, thespecial committee submitted, upon unanimous resolution by its members, to the board of directors of theCompany, the Special Committee Report, substantially of the following content, regarding theConsulted-on Matters.
(iii)

Details of DecisionA)(a)

Details of the Special Committee Report
The special committee believes that the Transactions will contribute to the enhancement of
the corporate value of the Company and that the purposes of the Transactions are valid andreasonable.

(b)

The special committee recognizes that the interests of the minority shareholders of theCompany have been sufficiently considered through fair procedures in respect of theTransactions.

(c)

The fairness and appropriateness of the terms and conditions of the Transactions have been
ensured.

(d)

The special committee believes that the Transactions are not disadvantageous to theminority shareholders of the Company.

(e)

The resolution by the board of directors of the Company to express, at the time of theannouncement of the Tender Offer, an opinion in favor of the Tender Offer and recommendthat the shareholders of the Company tender their shares in the Tender Offer is proper.

B)(a)Reason for the Special Committee Report
The special committee believes that the Transactions will contribute to the enhancement of
the corporate value of the Company and the purposes of the Transactions are valid andreasonable
The Company’s business is divided into four segments: (i) aviation & airport business, (ii)34retail business, (iii) life service business, and (iv) food & beverage business.
Compared to the revenues in the past few fiscal years, during the fiscal year ended
March 31, 2021, throughout which the spread of COVID-19 had an impact, the aviation &airport business and the retail business, the Company’s core business segments, weresignificantly affected by sluggish international and domestic passenger demand, and thefood & beverage business was also affected, to no small extent, by the decline in demand
for restaurants. As a result, the Company reported a consolidated operating loss ofapproximately 2.9 billion yen for the fiscal year ended March 31, 2021, which is a sharp
drop of approximately 6.9 billion yen from the approximately 4.0 billion yen inconsolidated operating profit reported for the fiscal year ended March 31, 2020.
Since the announcement of the JALUX group’s medium-term management plan, Next
Stage 2020 (the “Former Medium-Term Management Plan”), on May 27, 2016, theCompany has been working on revenue stream diversification, a strategy for strengthening
its “non-aviation and airport domains,” promotion of innovation, promotion ofsustainability, and ensuring business continuity. Nevertheless, COVID-19 had a significant
impact on the business performance in the fiscal year ended March 31, 2021, the final yearof the Former Medium-Term Management Plan, resulting in an ordinary loss ofapproximately 2.4 billion yen, which was significantly lower than the target of the Former
Medium-Term Management Plan (a consolidated ordinary profit of 8 billion yen). The
Company recognized that the outbreak of COVID-19 was extremely challenging for theCompany’s group, which operates mainly in the aviation & airport business domain, andthat the challenging business environment is expected to continue going forward. On theother hand, consumers are increasingly willing to purchase products at home, which theCompany recognized as benefiting its group’s related business. Therefore, the Company
has postponed formulating the next medium-term management plan for one year and, evenin the current fiscal year, i.e., the fiscal year ending March 31, 2022, has been working tofurther develop and implement various measures in line with the Former Medium-Term
Management Plan, in order to realize growth strategies that have a high probability ofachieving sustained growth.
In this regard, the importance of building a sustainable earnings structure that is lessaffected by external factors such as COVID-19 is more than justified. The primary sourcesof the corporate value of the Company can be said to be the aviation & airport businessdomain, its product development capability and sales channels in the product sales business,and its food business, as well as its know-how, corporate culture, workplace environment,
human resources, etc. that underlie the foregoing. On the other hand, as for the external
environment, consumers’ willingness to purchase products at home is increasing due to theimpact of COVID-19 and other factors, and the importance of sustainability typified byclimate change and the like is recognized as an urgent issue.
In light of the above, both the management issues and the specific measures that theCompany has recognized and implemented since the time of the Former Medium-Term
Management Plan to date are appropriate and convincing. On the other hand, although thenumber of new cases of COVID-19 in Japan has most recently been on a decreasing trend,
it is not easy to accurately predict the nature and rate of change in the external environment,such as the possibility of a resurgence of COVID-19 in the future, the recovery trend in thenumber of airline passengers, drastic changes in the global economy during/after COVID19 pandemic, changes in lifestyles and consumer preferences, and the shrinkage of themarket, as well as the feasibility of new businesses, and it is also difficult to deny that there
will inevitably be uncertainties. Therefore, there is no assurance that the effects that the35

Company’s group is expecting from each of the above-mentioned measures will becertainly realized in the anticipated timeframe.
With respect to the Company’s current relationship with JAL and Sojitz, the Company
has established a partnership with JAL, such as (i) contracting out equipment sales
operations regarding the aviation & airport business and (ii) licensing the use of the JAL
brand in the retail business. Together with Sojitz, the Company has established apartnership in the retail business with respect to product and raw material transactions andthe like. However, at present, the Company is merely an equity method affiliate of JAL and
Sojitz and has minority shareholders in addition to the two companies. Therefore, there is anatural limit on the support provided by the two companies based on the current capital
relationship, and in reality it is difficult to say that the Company is in receipt of thenecessary and sufficient support to its satisfaction.
Based on the above-mentioned business environment, management issues, and theCompany’s relationship with JAL and Sojitz, the Company, JAL and Sojitz have a common
understanding of the management issues of the Company. In addition, the Company, JAL
and Sojitz are actually considering specific measures and qualitative effects of synergies
after the execution of the Transactions in order to resolve such management issues.
Specifically, regarding the retail business, they are considering (i) promoting ecommerce business by leveraging the power of the branding, customer base, and mileage
economic zone of JAL, and (ii) enhancing airport retail management business throughcollaboration between JAL, Sojitz, and the Company. Regarding the aviation & airport
business, they are considering (i) the integration and consolidation of the aviation businessbetween JAL, Sojitz, and the Company, (ii) enhancing cooperation with operating airports,(iii) expanding the volume of aircraft and related products and (iv) enhancing collaborationin the environment-related businesses. Regarding the food & beverage business, they are
considering enhancing collaboration in the food sector. Regarding the life service business,they are considering enhancing collaboration in the real estate, insurance, and machineryand materials areas. Moreover, through providing new areas of work and a variety ofgrowth opportunities for the Company’s employees, who can be said to constitute a sourceof the corporate value of the Company, the execution of the Transactions will allow for
promotion of personnel development, optimal allocation of personnel in the medium-to
long-term and acceleration of specific initiatives related to sustainability.
The measures stated above accurately capture the above-mentioned management issuesof the Company and are consistent with the medium-term policy of the Company. In
addition, given the nature of the Company’s previous partnerships with JAL and Sojitz, as
well as the business, management policies, past results, etc. of JAL and Sojitz, there are no
reasons deemed sufficient for denying the feasibility of such measures.
In light of these considerations, no significant disadvantages are found to arise inparticular from the Transactions, given that, in the Transactions, the Tender Offerors have apolicy of managing the Company so as not to compromise its unique qualities, such as its
corporate culture, workplace environment, and human resources, and a certain degree ofunderstanding and consideration is presented with respect to the sources of the corporate
value of the Company, though it loses the advantage of being a listed company. On theother hand, the grounds for the Company’s determination that it can expect further
enhancement of its corporate value by achieving synergies above are reasonable andconvincing.
Furthermore, the anticipated disadvantages of the Transactions have been appropriately
and specifically reviewed, and no particular irrational points were found in such review.
36According to the results of such review, at minimum, it is not recognized that theTransactions would give rise to any disadvantages that clearly outweigh the abovementioned advantages. In addition, from the perspective of enhancing the corporate valueof the Company, there is no reason deemed sufficient to conclude that there is any
alternative that would be more effective than the Transactions.
Therefore, the special committee believes that the Transactions will contribute to theenhancement of the corporate value of the Company and that the purposes of theTransactions are valid and reasonable.
(b)

The special committee recognizes that the interests of the minority shareholders of theCompany have been sufficiently considered through fair procedures in respect of theTransactions
In respect of the Transactions, various measures to secure fairness have been taken,
including (i) the establishment of the special committee (including making practical efforts
to enhance the effectiveness of the special committee), (ii) the appointment, at an earlystage, of independent external experts (financial advisors and legal advisors), and obtainingof expert advice and the Share Valuation Report (Nomura Securities), (iii) securing ofopportunities for proposing purchase after the announcement of the Transactions, (iv) theelimination of interested parties in discussions, negotiations, and resolutions in respect of
the Transactions, (v) the improvement of transparency of processes through theenhancement of the provision of information to the minority shareholders, and (vi) theelimination of coercion.
In light of the particular circumstances of the Transactions, the special committee
believes that the above-mentioned measures to secure fairness are necessary and sufficientwith respect to the content and combination thereof, and have actually been operated in avalid manner, from the perspective of (i) establishing, in the process of forming the terms
and conditions of transactions, circumstances which may be deemed equivalent to thecircumstances existing in arm’s length transactions, and (ii) securing opportunities for theminority shareholders to make an appropriate decision based on sufficient information.
Therefore, the special committee recognizes that the interests of the minority
shareholders of the Company have been sufficiently considered through fair procedures inrespect of the Transactions.

(c)

The fairness and appropriateness of the terms and conditions of the Transactions have been
ensuredThe special committee presumes that the minority shareholders of the Company will
significantly enjoy not only the “value that can be realized without implementing theTransactions” but also the “expected synergies related to the enhancement of the corporate
value through the Transactions” by receiving the Tender Offer Price in respect of theTransactions, comprehensively taking into account the fact that (i) circumstances which
may be deemed equivalent to the circumstances existing in arm’s length transactions havebeen secured in the process of setting the Tender Offer Price, through taking measures tosecure fairness including the establishment and involvement of the special committee, andthe Tender Offer Price has actually been agreed upon after good faith negotiations among
the relevant parties; (ii) while (x) the Share Valuation Report (Nomura Securities) was
prepared by a third party institution, which is a major business operator having extensive
experience in Japan and is independent from the Tender Offerors, Japan Airport Terminal
and the Company, and from the Transactions, (y) there seems to be no unreasonable points
37

in respect of the financial forecasts, the assumptions and other matters which are basis of
calculation, and (z) the methods and results of valuation seem to be reasonable, the Tender
Offer Price is set at the level (a) exceeding the maximum value of the range under the
average market price analysis and (b) falling within the range under the DCF method; and(iii) it can be evaluated that the level of premiums comparable to those of similar cases has
been secured.
Furthermore, in terms of the scheme and other terms and conditions of transactions,since the methods and consideration in respect of the Transactions are not disadvantageouswith respect to the minority shareholders of the Company, the special committee recognizes
that such scheme and other terms and conditions are fair and appropriate.
Therefore, the fairness and appropriateness of the terms and conditions of theTransactions have been ensured.
(d)

The special committee believes that the Transactions (including a series of transactions
aimed at taking the Company Shares private, as described in “A. Overview of the Tender
Offer” in “(2) Grounds and Reasons for the Opinions on the Tender Offer” above) are notdisadvantageous to the minority shareholders of the Company
The special committee considers that the matters which the special committee wasrequested to examine regarding (1) through (3) of the Consulted-on Matters are also factors
to be taken into account in examining (4) of the Consulted-on Matters.
As described in detail above, as a result of the deliberations of the special committee, thespecial committee considers that there are no issues with respect to (1) through (3) of theConsulted-on Matters.
Therefore, the special committee believes that the Transactions are not disadvantageouswith respect to the minority shareholders of the Company.

(e)

The resolution by the board of directors of the Company to express, at the time of theannouncement of the Tender Offer, an opinion in favor of the Tender Offer and recommendthat the shareholders of the Company tender their shares in the Tender Offer is proper
The special committee considers that the matters which the special committee wasrequested to examine regarding (1) through (3) of the Consulted-on Matters are also factors
to be taken into account in examining (5) of the Consulted-on Matters.
As described in detail above, as a result of the deliberations of the special committee, thespecial committee considers that there are no issues with respect to (1) through (3) of theConsulted-on Matters.
Therefore, the special committee believes that the resolution by the board of directors of
the Company to express, at the time of the announcement of the Tender Offer, an opinion infavor of the Tender Offer and recommend that the shareholders of the Company tendertheir shares in the Tender Offer is proper.

C.

The Company’s Obtaining of Advice from an Independent Legal Advisor
In order to ensure the transparency and reasonableness of the decision-making process regarding theTransactions, including the Tender Offer, the Company appointed Anderson Mori & Tomotsune, an external
legal advisor, and received the necessary legal advice from Anderson Mori & Tomotsune about the decisionmaking process and method regarding the Transactions, including the Tender Offer, and other points to be
noted in relation to the decision-making regarding the Tender Offer. Anderson Mori & Tomotsune is not a
related party to the Tender Offerors, Japan Airport Terminal, or the Company, and has no material interest in
the Transactions including the Tender Offer. In addition, the special committee, at its initial meeting,38

confirmed that there were no issues with respect to the independence of Anderson Mori & Tomotsune, andapproved Anderson Mori & Tomotsune as the legal advisor.
D.

The Company’s Acquisition of a Share Valuation Report from an Independent Financial Advisor and Third-Party
Valuation Institution
In order to ensure the fairness of the decision-making process regarding the Tender Offer Price (2,560 yen
per the Company Share) presented by the Tender Offerors, the Company has obtained the Share Valuation
Report (Nomura Securities) from Nomura Securities, a third-party valuation institution independent of theTender Offerors, Japan Airport Terminal Co., Ltd., the Company, and the Transactions. For the summary of
the Share Valuation Report (Nomura Securities), please refer to “A. The Company’s Acquisition of a Share
Valuation Report from an Independent Third-Party Valuation Institution” in “(3) Matters Concerning
Calculation” above.
Nomura Securities is not a related party of the Tender Offerors, Japan Airport Terminal, or the Company,and has no material interest in the Transactions including the Tender Offer. In addition, the special committee,
at its initial meeting, confirmed that there were no issues with respect to the independence of Nomura
Securities, and approved Nomura Securities as the financial advisor and third party valuation institution of theCompany.

E.

Approval by All of the Directors Without Interest and Unanimous Opinion of All of the Company Auditors
The board of directors of the Company carefully discussed and considered, from the perspective ofenhancing the corporate value of the Company, the terms and conditions of the Transactions, taking into
account the contents of the Share Valuation Report (Nomura Securities) and the legal advice received from
Anderson Mori & Tomotsune, and paying the utmost respect to the contents of the Special Committee
Report obtained from the special committee.
As a result, as described in “D. Decision-Making Process and Reason Behind the Company’s Support of
the Tender Offer” in “(2) Grounds and Reasons for the Opinions on the Tender Offer” above, the board of
directors of the Company determined that the Tender Offer would provide the shareholders of the Company
with a reasonable opportunity to sell their shares, since (i) the Transactions, including the Tender Offer,would generate synergies related to “Enhancing retail business,” “Enhancing corporate strength andcompetitiveness of the aviation and airport businesses,” “Enhancing collaboration in the food sector in the
foods and beverage business,” “Enhancing collaboration in the insurance, real estate, and machinery andmaterials sectors in the life service business,” and “Promoting group optimum management” described in“(D) Decision-Making Process of and Reasons for the Company’s Support of the Tender Offer” in “(2)Grounds and Reasons for the Opinions on the Tender Offer” above and would enhance the corporate valueof the Company, (ii) the Tender Offer Price and other terms and conditions of the Tender Offer wereappropriate and have secured the interests that should be enjoyed by minority shareholders of the Company,and (iii) the Tender Offer would provide the minority shareholders of the Company with a reasonable
opportunity to sell the Company Shares at a price inclusive of an appropriate premium, and therefore, would
be appropriate with respect to the shareholders of the Company. As a result of such determination, the boardof directors of the Company resolved, at its meeting held on November 2, 2021, that, if the Tender Offer wascommenced, the Company would, as its opinion as of that day, express an opinion in favor of the Tender
Offer and recommend that the shareholders of the Company tender their shares in the Tender Offer.
At the above-mentioned meeting of the board of directors of the Company, among the Company’s eight (8)directors, five (5) directors, excluding Mr. Yuji Saito, Mr. Hiroto Murai, and Mr. Shigeyuki Taguchi,
participated in the deliberations and resolution, and all the directors who participated in the resolution
unanimously passed the above-mentioned resolution. Since Mr. Yuji Saito also serves as a managing
executive officer of JAL, Mr. Hiroto Murai also serves as an executive officer of Sojitz, and Mr. Shigeyuki
Taguchi also serves as an executive officer of Japan Airport Terminal, which have entered into an agreement
39with JAL and Sojitz regarding the tender or non-tender of shares, in order to avoid potential conflicts ofinterest and ensure the fairness of the Transactions, Mr. Yuji Saito, Mr. Hiroto Murai and Mr. Shigeyuki
Taguchi did not participate in any deliberations or the resolution at the above-mentioned meeting of theboard of directors of the Company, nor did they, in their capacity as directors of the Company, participate inany discussions and negotiations held, in connection with the Transactions, with the Tender Offerors andJapan Airport Terminal.
On the other hand, among the directors of the Company, Mr. Kiyoshi Marukawa was formerly at JAL,
and Mr. Masashi Shinohara was formerly at Sojitz. However, two (2) years have passed since their transfer
to the Company, and they are not in a position to receive, nor do they have any relationship to be able toreceive, as officers of the Company, instructions or the like from the Tender Offerors; therefore, it wasdetermined that they were not likely to have conflicts of interest regarding the Company’s decision-making
in respect of the Transactions, and they participated in the deliberations and the resolution at the abovementioned meeting of the board of directors of the Company. In addition, three (3) auditors of the Company
participated in the above-mentioned meeting of the board of directors of the Company, and all such auditors
expressed the opinion that they had no objection to the passing of the above-mentioned resolution.
F.

Measures to Secure Acquisition Opportunities from Other Purchasers
While the minimum period for tender offers under the law is twenty (20) business days, the Tender
Offerors have set thirty (30) business days as the Tender Offer Period. By setting a relatively long Tender
Offer Period, the Tender Offerors ensure an appropriate opportunity for the shareholders of the Company tomake a decision whether to tender their shares in the Tender Offer while also ensuring an opportunity fortender offerors other than the Tender Offerors to conduct counter offers in respect of the Tender Offer Shares,
through which means the Tender Offerors intend to ensure the appropriateness of the Tender Offer Price.
Moreover, the Tender Offerors and the Company have not entered into any agreement that includes deal
protection provisions to prohibit the Company from having contact with a counter offeror or that would
otherwise restrict a counter offeror from acts such as having contact with the Company. In this way, theTender Offerors have given consideration to ensuring the fairness of the Tender Offer by not only setting theTender Offer Period as above but also ensuring the opportunity for a counter offer.

4. Tendering in Tender Offer by the Shareholders of the Company and Other Matters Related to Important Agreements
Concerning the Tender Offer
A.

Shareholders’Agreement

As set out in “A. Overview of the Tender Offer” in “(2) Grounds and Reasons for the Opinions on the Tender
Offer” in “3. Details of and Grounds and Reasons for the Opinions on the Tender Offer” above, on November 2,
2021, JAL and Sojitz entered into the Shareholders’ Agreement, which includes the following contents, inconnection with the implementation of the Transactions, the business operations of the Company, and other matters.
(i)Implementation of the Transactions
JAL and Sojitz agree that (a) they will have the Tender Offeror commence the Tender Offer subject to thesatisfaction (or the waiver by the Tender Offerors) of the Conditions Precedent to the Tender Offer; (b)they will not tender any of the Company Shares held by them in the Tender Offer; (c) they will provide
with the Tender Offeror funds for the settlement of the Tender Offer, in the event of the completion of theTender Offer, by way of the second capital increase, which will be conducted by subscribing for the sharesof common stock to be additionally issued by the Tender Offeror by the immediately preceding business
day of the date on which settlement of the Tender Offer is to commence (the ratio of the shares of common
stock of the Tender Offeror to be subscribed for by JAL and Sojitz shall be 50.5:49.5); (d) they will takereasonably necessary steps to promptly implement the Squeeze-Out Procedures if all of the Company
Shares (excluding the Company Shares held by the Tender Offerors and Japan Airport Terminal andtreasury shares held by the Company) will not be acquired through the Tender Offer; and (e) after the
implementation of the Squeeze-Out Procedures, (i) JAL will make the Tender Offeror and the Company its
40

(ii)

(iii)

(iv)

consolidated subsidiaries, (ii) Sojitz will have the Company as its equity-method affiliate, and (iii) the ratioof voting rights in the shares of the Company held by Japan Airport Terminal will be altered to 8.08%, andthat JAL and Sojitz will implement, to the extent conditions (i) through (iii) above are satisfied, necessary
measures such as stock splits of the Company Shares and transfers of the Company Shares among theshareholders of the Company.
Organizational Structure of Tender Offeror
JAL and Sojitz agree that, prior to the commencement of the Tender Offer, (a) the ratio of voting rights inthe shares of the Tender Offeror held by JAL and Sojitz shall be altered to 50.50% and 49.50%,
respectively; (b) the number of directors of the Tender Offeror shall be four (4), of which JAL and Sojitz
will nominate two (2) directors, respectively, and the director nominated by JAL shall be the representative
director; and (c) the number of auditors of the Tender Offeror shall be one (1), with JAL nominating theauditor.
Operation of the Company after the Transactions
JAL and Sojitz agree on matters related to the cooperation and collaboration by JAL and Sojitz in relation
to the business operations of the Company, matters to be discussed in advance (Note 1), and thegovernance system of the Company (the number of directors shall be eight (8) in total, of which JAL willnominate two (2) directors (including a Representative Director and Executive Vice President), Sojitz willnominate two (2) directors (including a Representative Director and President), the Tender Offeror willnominate two (2) directors, Japan Airport Terminal will nominate one (1) director, and the Company willnominate one (1) director, and the number of auditors shall be two (2) in total, of which JAL will nominate
one (1) auditor and Sojitz will nominate one (1) auditor).
Matters concerning the handling of Company Shares
JAL and Sojitz agree to (i) the restriction on transfer of the Company Shares for three (3) years following
the implementation of the Transactions, and (ii) providing a right of first refusal (the right to make apreferential purchase of the Company Shares in the case of the other party transferring the Company
Shares) and tag-along rights (the right to request the transfer of the Company Shares held by the requesting
party to the planned transferee in the case of the other party transferring the Company Shares), which may
be exercisable at the time of transfer to be conducted after the expiration of the transfer restriction period,and put option (the right to request the other party to purchase the Company Shares held by the requesting
party) and call option (the right to request the other party to sell the Company Shares held by it) in certain
cases, such as a breach by the other party of its obligations under the Shareholders’Agreement.

(v) OtherIn addition to the above, provisions relating to representations and warranties (Note 2), and other generalprovisions (relating to confidentiality, events of cancellation, announcement, notice, exclusion of antisocial
forces, prohibition of transfer of contractual status, entire agreement, governing law and jurisdiction,
amendments to agreement, and good faith discussion) are stipulated.
(Note 1) Under the Shareholders’ Agreement, as matters related to the Company, matters to be discussed
in advance shall be matters such as (a) matters to be resolved by special resolution at a general
meeting of shareholders under the Companies Act, (b) stock splits and free allotment of shares, (c)acquisition and cancelation of treasury shares, (d) increase or decrease in reserved amount, (e)increase in capital, (f) acts involving increase or decrease in assets or liabilities, (g) filing of legal
bankruptcy proceedings and commencement of out-of-court settlement proceedings, (h) initialpublic offering, and (i) nomination of representative directors.
(Note 2) Under the Shareholders’ Agreement, JAL and Sojitz respectively represent and warrant (a) that itis duly incorporated and validly existing, (b) that it has the power and capacity required for the
execution and performance of the Shareholders’ Agreement, and it has implemented thenecessary procedures, (c) the validity, legality and enforceability of the execution of the
Shareholders’ Agreement, (d) that its execution and performance of the Shareholders’ Agreement
does not violate any laws, internal rules, agreements to which JAL or Sojitz is a party, ordecisions of judicial or administrative agencies or the like, (e) the nonexistence of bankruptcy
proceedings, etc., and (f) its lawful and valid holding of the Company Shares.
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B.

Non-Tender Agreement

As set out in “A. Overview of the Tender Offer” in “(2) Grounds and Reasons for the Opinions on the Tender
Offer” in “3. Details of and Grounds and Reasons for the Opinions on the Tender Offer” above, on November 2,
2021, JAL, Sojitz and Japan Airport Terminal entered into the Non-Tender Agreement, which includes thefollowing contents.
(i) Agreement not to tender in the Tender Offer
JAL, Sojitz and Japan Airport Terminal agree that (a) they will continue to hold all of their Company
Shares until the effectuation of the Squeeze-Out Procedures, and in the event of the commencement of theTender Offer, will not tender any of their Company Shares in the Tender Offer; (b) if all of the Company
Shares (excluding the Company Shares held by the Tender Offerors and Japan Airport Terminal andtreasury shares held by the Company) will not be acquired through the Tender Offer, they will takereasonably necessary steps to promptly implement the Squeeze-Out Procedures; (c) they will implement
necessary measures to alter the ratio of voting rights in the shares of the Company held by Japan Airport
Terminal to 8.08% as soon as practicable after the implementation of the Squeeze-Out Procedures; and (d)they will not claim for the cancellation or termination of any contracts with the Company’s group becauseof the implementation of the Transactions.
(ii) Matters concerning the operation of the Company after the Transactions
JAL, Sojitz and Japan Airport Terminal agree that Japan Airport Terminal will be entitled to nominate one(1) director of the Company.
(iii) Other
In addition to the above, provisions relating to representations and warranties (Note), and other generalprovisions (relating to confidentiality, events of cancellation, announcement, notice, exclusion of antisocial
forces, prohibition of transfer of contractual status, entire agreement, governing law and jurisdiction,
amendments to agreement, and good faith discussion) are stipulated.
(Note)

Under the Non-Tender Agreement, JAL, Sojitz, and Japan Airport Terminal respectively
represent and warrant (a) that it is duly incorporated and validly existing, (b) that it has the powerand capacity required for the execution and performance of the Non-Tender Agreement, and it
has implemented the necessary procedures, (c) the validity, legality and enforceability of theexecution of the Non-Tender Agreement, (d) that its execution and performance of the NonTender Agreement does not violate any laws, internal rules, agreements to which JAL, Sojitz, orJapan Airport Terminal is a party, or decisions of judicial or administrative agencies or the like, (e)the nonexistence of bankruptcy proceedings, etc., and (f) its lawful and valid holding of theCompany Shares.

5. Details of the Provision of Benefits by the Tender Offeror or its Special Related Parties
Not applicable.
6. Response Policies in Terms of Basic Policies on the Control of the Company
Not applicable.
7. Questions to the Tender Offeror
Not applicable.
8. Request for Extension of the Tender Offer Period
Not applicable.
9. Future Prospects
Please refer to “(B) Background, Purpose and Decision-Making Process That Led the Tender Offerors to Decide to42

Implement the Tender Offer”, “(C) Management Policy after the Tender Offer” and “(D) Decision-Making Process
and Reason for the Company’s Support of Tender Offer” in “(2) Grounds and Reasons for the Opinions on the Tender
Offer”, “(4) Prospect of Delisting and Reasons Therefor”, and “(5) Policy on Organizational Restructuring, etc. after
the Tender Offer (Matters Related to So-Called Two-Step Acquisition)” of “3. Details of, Grounds and Reasons for theOpinions on the Tender Offer” above.
10. Matters Concerning Transactions, etc. with Controlling Shareholders(1) Appropriateness of Transactions, etc. with Controlling Shareholders and Compliance with Guidelines on Measures toProtect Minority Shareholders
As of today, the Company is not a subsidiary of the Tender Offerors, and the Tender Offer is not a transaction, etc.
with a controlling shareholder.
In addition, as the Company does not have a controlling shareholder as of today, “Guidelines on Measures to Protect
Minority Shareholders in Executing Transactions with Controlling Shareholder” was not included in the corporate
governance report disclosed by the Company on June 17, 2021.
However, Sojitz, which is the wholly-owning parent company of the Tender Offeror as of today, holds 2,810,500
shares of the Company Shares (ownership ratio: 22.22%), and JAL, which is expected to become the parent companyof the Tender Offeror by the time of commencement of the Tender Offer, holds 2,727,500 shares of the Company
Shares (ownership ratio: 21.56%). Therefore, the Tender Offerors are in a position similar to the controllingshareholders of the Company, and some directors of the Company have positions as executive officers of the Tender
Offerors. Therefore, with regard to the Transactions including the Tender Offer, the Tender Offerors and the Company
ensure the fairness, transparency, and objectivity in the decision-making process of the Company, while eliminating
the arbitrariness in the decision-making process regarding the Transactions, and avoiding any possibility of conflicts ofinterest, the Company has taken measures to ensure the fairness of the Transactions and to avoid conflicts of interest.
(2) Matters Concerning Measures to Ensure the Fairness and to Avoid Conflicts of Interest
Please refer to “(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairnessof the Tender Offer Price and to Avoid Conflicts of Interest” in “3. Details of, Grounds and Reasons for the Opinions
on the Tender Offer” above.
(3) A Summary of Opinions Obtained from a Person Without Interest in the Controlling Shareholder Regarding the Fact
That
the Transaction, etc. Is Not Disadvantageous to Minority Shareholders
As of today, the Company obtained an opinion from a special committee consisting of persons who do not have aninterest in the controlling shareholder that it is not disadvantageous to the minority shareholders of the Company for
the Company to make a decision on the Transactions. For details, please refer to “B. Establishment of an Independent
Special Committee by the Company” in “(6) Measures to Ensure the Fairness of the Tender Offer, Including Measures
to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest” in “3. Details of, Grounds andReasons for the Opinion on the Tender Offer” above.
11. Other
Taking into account that the Tender Offer is to be commenced, the Company resolved, at its board of directors’
meeting held today, not to make a year-end dividend for the fiscal year ending March 2022 by revising the year-end
dividend forecast for the fiscal year ending March 2022, which was announced on July 30, 2021, from “to be
determined” to “non-payment”. Taking into account that the Tender Offer Price was comprehensively determined basedon the assumption that payment of year-end dividends, with reference date of March 31, 2022, would not be made, theCompany resolved not to make a payment of year-end dividends for the fiscal year ending March 2022, although theCompany recognized that distributing profits to shareholders was an important issue for management, and their basic
policy was to make stable payment of dividends. In addition, the Company resolved, at its board of directors’ meeting,to abolish the shareholder rewards system from the shareholder reward with reference date of March 31, 2022.
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Accordingly, the Company’s shareholder rewards system will be abolished after payment of the shareholder reward forthe shareholders of the Company who hold 100 or more shares of the Company as of September 30, 2021 is done.
For details, please refer to the press release titled “Notice Regarding Revision to Year-End Dividend Forecast for
Fiscal Year Ending March 2022 (Non-Payment) and Abolishment of Shareholder Rewards System” as of today.
In addition, the Company announced today its Summary of Financial Results for the Second Quarter of the Fiscal
Year Ending March 31, 2022. For details, please refer to the contents of the announcement.

(End)(Reference) Overview of the Tender Offer (Attachment)
Please refer to the attached material titled “Notice Regarding the Planned Commencement of Tender Offer for Shares of
JALUX Inc. (TOKYO: 2729)” publicized by the Tender Offerors today.

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[Restriction on Solicitation]
This press release is a news statement intended for announcement of the expression of opinion regarding Tender Offer to the general public, and was
not prepared for the purpose of soliciting an offer to sell the shares in connection with the Tender Offer. If you intend to make an offer to sell shares in
the Tender Offer, please refer to the tender offer explanatory document regarding the Tender Offer in advance, and make your own independent
decision. This press release is not an offer to purchase securities or a solicitation thereof or an offer to sell securities or a solicitation thereof, anddoes not constitute any such part. In addition, this press release (or any part of it) or any distribution hereof will not be the basis for any agreement
concerning the Tender Offer, nor will it be relied upon when executing any such agreement.
[Future Forecast]
These forward-looking statements include, but are not limited to, forecasts and forward-looking statements regarding the future plans and strategies of
the Tender Offeror, the JAL Group, the Sojitz Group and the Company in the event the Tender Offerors acquire the Company Shares. Thesestatements are the forecast of the Tender Offerors or the Company based on their assumptions and beliefs in light of information currently available tothem or the Company. Please note that actual results may differ materially from those forecasted by the Tender Offerors or the Company due tovarious risks and uncertainties.
[U.S. Regulations]
The Tender Offer is not made, directly or indirectly, within or to the United States, and is not made by mail or other means or means of interstate orinternational commerce (including, but is not limited to, telephone, telex, facsimile, e-mail, and Internet communications) in the United States, nor isit made through the facilities of stock exchanges of the United States. You may not tender in the Tender Offer by any of the methods or means
described above, through any of the facilities described above, or from within the United States.
In addition, the tender offer statement or related purchase documents shall not be sent or distributed in or to or from the United States by mail orotherwise. No tendering in the Tender Offer will be accepted for any direct or indirect violation of the above restrictions.
[Other Countries]
Certain countries or areas impose legal restrictions on the announcement, publication or distribution of this press release. In such a case, be aware ofand observe these restrictions. It does not constitute solicitation of an offer to purchase or sell share certificates in connection with the Tender Offer,and it shall be deemed to be distribution of materials merely as information.

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