KKR Launches Tender Offer for FUJI SOFTTOKYO, September 4, 2024 – KKR, a leading global investment firm, announced today that it will launch its
tender offer for the common shares and share options of FUJI SOFT INCORPORATED (“FUJI SOFT” or the“Company”; TSE stock code 9749) through FK Co., Ltd. (the “Offeror”), an entity owned by investment funds
managed by KKR (the “Tender Offer”). The tender offer period will commence on September 5, 2024 and run
until October 21, 2024 (tender offer price: JPY 8,800 per share). The Board of Directors of FUJI SOFT has
resolved today again to express its opinion in support of the Tender Offer and to recommend theshareholders and share option holders of the Company tender their shares and options.
FUJI SOFT is a leading system integrator in Japan with a focus on embedded, control and operational softwareand systems. The Company serves clients across various industries based on advanced technologies built on
decades of experience with a team of over 10,000 system engineers. Under the Company’s five-year “Mid-TermBusiness Plan 2028,” FUJI SOFT’s vision is to become a leading provider of system, software, and service bothin information technology and operational technology fields. The Company’s five-year plan also outlines its
strategy to improve the profitability of its existing businesses, strengthen group synergies, and capture new
growth opportunities.
The tender offer will be financed predominantly from KKR Asian Fund IV.
For more details regarding the conditions of the tender offer, please refer to the full text of the release issued
by the Offeror today titled “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Securities Code: 9749) by FK Co., Ltd.”***This press release should be read in conjunction with the release issued by the Offeror today titled “NoticeRegarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Code: 9749) by FK
Co., Ltd.”The purpose of this press release is to publicly announce the commencement of the tender offer and it has notbeen prepared for the purpose of soliciting an offer to sell or purchase in the tender offer. When making anapplication to tender, please be sure to read the tender offer explanatory statement for the tender offer andmake your own decision as a shareholder or share option holder. This press release does not constitute, either
in whole or in part, a solicitation of an offer to sell or purchase any securities, and the existence of this press
release (or any part thereof) or its distribution shall not be construed as a basis for any agreement regarding
the tender offer, nor shall it be relied upon in concluding an agreement regarding the tender offer.
The tender offer will be conducted in compliance with the procedures and information disclosure standards set
forth in Japanese law, and those procedures and standards are not always the same as the procedures andinformation disclosure standards in the U.S. In particular, neither sections 13(e) or 14(d) of the U.S. Securities
Exchange Act of 1934 (as amended; the same shall apply hereinafter) or the rules under these sections apply
to the tender offer; and therefore the tender offer will not be conducted in accordance with those procedures
and standards.
Unless otherwise specified, all procedures relating to the tender offer are to be conducted entirely in Japanese.
All or a part of the documentation relating to the tender offer will be prepared in English; however, if there isany discrepancy between the English-language documents and the Japanese-language documents, theJapanese-language documents shall prevail.
1This press release includes statements that fall under “forward-looking statements” as defined in section 27Aof the U.S. Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934. Due toknown or unknown risks, uncertainties or other factors, actual results may differ materially from the predictions
indicated by the statements that are implicitly or explicitly forward-looking statements. Neither the Offeror nor
any of its affiliates guarantee that the predictions indicated by the statements that are implicitly or expressly
forward-looking statements will materialize. The forward-looking statements in this press release wereprepared based on information held by the Offeror as of today, and the Offeror and its affiliates shall not be
obliged to amend or revise such statements to reflect future events or circumstances, except as required bylaws and regulations.
The Offeror, its financial advisors and the tender offer agent (and their respective affiliates) may purchase thecommon shares and share options of the Company, by means other than the tender offer, or conduct an act
aimed at such purchases, for their own account or for their client’s accounts, in the scope of their ordinary
business and to the extent permitted under financial instrument exchange-related laws and regulations, andany other applicable laws and regulations in Japan, in accordance with the requirements of Rule 14e-5(b) of the
U.S. Securities Exchange Act of 1934 during the tender offer period. Such purchases may be conducted at themarket price through market transactions or at a price determined by negotiations off-market. In the eventthat information regarding such purchases is disclosed in Japan, such information will also be disclosed on the
English website of the person conducting such purchases (or by any other method of public disclosure).
About KKRKKR is a leading global investment firm that offers alternative asset management as well as capital markets andinsurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined
investment approach, employing world-class people, and supporting growth in its portfolio companies andcommunities. KKR sponsors investment funds that invest in private equity, credit and real assets and has
strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance
products under the management of Global Atlantic Financial Group. References to KKR’s investments may
include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR &Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global
Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.
For more information, please contact:
KKR Asia Pacific
Wei Jun Ong+65 6922 5813
WeiJun.Ong@kkr.com

2

September 4, 2024
To whom it may concern:
Company

FUJI SOFT INCORPORATED

Name:
Representative:

Satoyasu Sakashita, President &Representative Director(Code Number: 9749; TSE Prime Market)

Contact:

Shinsuke Konishi, General Manager,
Corporate Finance Department(TEL: 045-650-8811)

Company

FK Co., Ltd.

Name:
Representative:

Michael Longo, Representative Director

Notice Regarding the Commencement of Tender Offer for
the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749)
by FK Co., Ltd.
FK Co., Ltd. announces that, as of today, it has published the attached “Notice Regarding the Commencement of
Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749).”
End
This press release is published by FK Co., Ltd. (Tender Offeror) in accordance with Article 30, paragraph (1), item(iv) of the Order for Enforcement of the Financial Instruments and Exchange Act based on a request made by FUJI
SOFT INCORPORATED (the Target Company in the Tender Offer).
(Attachment)“Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities
Code: 9749)” dated September 4, 20241

September 4, 2024
To whom it may concern:
Company

FK Co., Ltd.

Name:
Representative:

Michael Longo, Representative Director

Notice Regarding the Commencement of Tender Offer for
the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749)
As announced in the Notice Regarding the Planned Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Securities Code 9749) by FK Co., Ltd. published on August 8, 2024 (“Tender Offeror Press Release
Dated August 8, 2024”), FK Co., Ltd. (“Tender Offeror”) decided on August 8, 2024 to acquire the common shares(“Target Company Shares”) and Share Options (as defined in “(II) Share Options” in “(3) Purchase Price” in “2. Outlineof the Purchase” below; the same shall apply hereinafter; the “Target Company Shares” and the “Share Options” arereferred to collectively as the “Target Company Securities”) of FUJI SOFT INCORPORATED (Securities Code: 9749;
Prime Market of the Tokyo Stock Exchange, Inc. (“TSE”); “Target Company”) through a tender offer (“Tender Offer”)
under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; “Act”) and relevant laws andregulations.
With respect to the Tender Offer, obtaining clearance pertaining to permits, authorizations, licenses, approvals,consents, registrations, notifications, and other acts or procedures equivalent thereto (collectively, “Permits”) necessary
under the competition laws of Japan and Vietnam and the Foreign Exchange and Foreign Trade Act of Japan (Act No.
228 of 1949, as amended; “Foreign Exchange and Foreign Trade Act”) (collectively, “Clearance”) is required, and it
may have been necessary to obtain clearance related to the Permits under laws and regulations pertaining to overseas
inward direct investment (Belgium), and as, although notifications concerning the procedures under the competition
laws of Japan and under the Foreign Exchange and Foreign Trade Act of Japan were filed on August 2, 2024, andpreparations were being made to file a notification concerning the procedures under the competition laws of Vietnam,
and such filing was planned to be made as soon as preparations were complete, such procedures were not completed asof August 8, 2024 and it was expected that a certain period of time would be required for the procedures pertaining toobtaining the Clearance. Therefore, it was planned that the Tender Offer would commence promptly once certain
conditions (such conditions are referred to as the “Conditions Precedent”), such as completion of acquisition of the
Clearance (Note 1), are satisfied, or waived by the Tender Offeror. With respect to the Permits under laws andregulations pertaining to overseas inward direct investment (Belgium) as notifications may not have been required
depending on the views of the relevant authorities on the Target Company’s business in the above-mentioned countries
and the attributes of the Tender Offeror, the Tender Offeror intended to confirm the views of the relevant authorities
promptly after August 8, 2024 and determine whether such notifications are required based on the legal advice of local
law firms. As stated in “(1) Outline of the Tender Offer” in 1. Purpose of the Purchase” below, subsequently, the Tender
Offeror confirmed that it does not need to obtain Clearance related to Permits under laws and regulations related toinward direct investment outside Japan (Belgium).
Subsequently, as stated in “(1) Outline of the Tender Offer” in 1. Purpose of the Purchase” below, among theConditions Precedent, although the condition of the completion of acquisition of Clearance related to procedures andmeasures under the Foreign Exchange and Foreign Trade Act in Japan (“Foreign Exchange Act Procedures”) andprocedures and measures pursuant to the competition law in Vietnam (the “Procedures in Response to Vietnamese
Authorities”), (condition 11) has not been satisfied, the Tender Offeror determined that it is likely to complete the2Foreign Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities. Furthermore, because
the Tender Offeror confirmed that all of the Conditions Precedent (excluding the completion of acquisition of Clearance
related to the Foreign Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities) have beensatisfied by today, as stated in “(1) Outline of the Tender Offer” in 1. Purpose of the Purchase”, and the Tender Offeror
determined that it is likely to complete the Foreign Exchange Act Procedures and the Procedures in Response toVietnamese Authorities as stated above, the Tender Offeror determined that the Tender Offer is ready to commence,and the Tender Offeror waived the Conditions Precedent relating to completion of acquisition of Clearance related to
the Foreign Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities (condition 11), andtoday, the Tender Offeror decided to commence the Tender Offer, beginning on September 5, 2024.
(Note 1) It was planned that the Tender Offer will commence promptly once the following Conditions Precedent aresatisfied or waived by the Tender Offeror:(1)

the Special Committee (as defined in “(II) Discussion Between the Tender Offeror and the Target
Company and 3DIP, and the Process of Decision-making by the Tender Offeror, etc.” in “(2)Background, Purpose, and Decision-making Process Leading to the Determination to Conduct theTender Offer, and the Management Policy After the Tender Offer” in 1. Purpose of the Purchase”
below; the same shall apply hereinafter) established by the Target Company’s board of directors
has made a report containing positive opinions about the Target Company’s board of directors’
expression of opinion to support the Tender Offer, and that report has not been changed orwithdrawn;(2)

the Target Company’s board of directors has adopted a resolution expressing its opinion in supportof the Tender Offer, and that fact has been published in accordance with laws and regulations, andsuch expression of the opinion has not been changed or withdrawn;(3)

there have been no judgments or decisions by judicial or administrative authorities restricting or
prohibiting the Transaction or tendering under the 3DIP Tender Agreement (as defined in “(1)Outline of the Tender Offer” in 1. Purpose of the Purchase” below; the same shall apply hereinafter)or the Farallon Tender Agreement (as defined in “(1) Outline of the Tender Offer” in 1. Purpose of
the Purchase” below; the same shall apply hereinafter), and there are no specific risks of theforegoing;(4)(I) the Target Company and its subsidiaries have not determined matters set forth in Article 14,
paragraph (1), item (i), (a) through (j) as well as (m) through (s) of the Order for Enforcement of
the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the“Order”), (II) matters set forth in Article 14, paragraph (1), item (iii), (a) through (h) as well as
Article 14, paragraph (1), item (iv) of the Order have not occurred at the Target Company, (III)matters set forth in Article 14, paragraph (1), item (iii), (a) through (g) of the Order have notoccurred at the Target Company’s important subsidiaries, (IV) matters set forth in Article 14,
paragraph (1), items (iii) through (iv) of the Order have not occurred at the Target Company, and(V) there have been no situations in which it was discovered that any of the statutory disclosure
documents submitted by the Target Company in the past contained a false statement regarding amaterial matter or omitted a material matter that should have been included, where the Tender
Offeror is unaware of the false statement or omission and could not become aware of the same
despite having used a reasonable degree of care (however, in any of (I) through (IV), excluding
those described as minor in Article 26 of the Cabinet Office Order on Disclosure Required for a
Tender Offer for Shares by Persons Other than the Issuer (Ordinance of the Ministry of Finance
No. 38 of 1990, as amended; the “Cabinet Office Order”));(5)

no event has occurred that could have a material adverse effect on the business, financial condition,
management situation, assets, liabilities, cash flow or future prospects of the Target Company

3Group (as defined in “(I) Business Environment Surrounding the Target Company, etc.” in “(2)Background, Purpose, and Decision-making Process Leading to the Determination to Conduct theTender Offer, and the Management Policy After the Tender Offer” in “1. Purpose of the Purchase”
below; the same shall apply hereinafter), or on relevant economic or market conditions, and noother events have occurred in the Tender Offer Group that are reasonably considered by the Tender
Offeror to have a material impact on the Tender Offeror decision to commence the Tender Offer;(6)

obligations to be performed or complied with by 3DIP (as defined in “(1) Outline of the Tender
Offer” in “1. Purpose of the Purchase” below; the same shall apply hereinafter) by thecommencement date of the Tender Offer under the 3DIP Tender Agreement have been performed
or complied with in all material respects;(7)

all of the representations and warranties of 3DIP set forth in the 3DIP Tender Agreement are true
and accurate in material respects;(8)

obligations to be performed or complied with by Farallon (as defined in “(1) Outline of the Tender
Offer” in “1. Purpose of the Purchase” below; the same shall apply hereinafter) by thecommencement date of the Tender Offer under the Farallon Tender Agreement have been performed
or complied with in all material respects;(9)

all of the representations and warranties of Farallon set forth in the Farallon Tender Agreement aretrue and accurate in material respects;(10)

confirmation has been obtained from the Target Company that there are no material facts (those set
forth in Article 166, paragraph (2) of the Act) concerning the business or other particulars related
to the Target Company that have not been disclosed (having the meaning set forth in Article 166,
paragraph (4) of the Act) by the Target Company; and(11)acquisition of the Clearance has been completed;

For details of the obligations of 3DIP in (6), details of the representations and warranties of 3DIP in (7),and other details of the 3DIP Tender Agreement, please refer to “(I) 3DIP Tender Agreement” in “(6) Matters
Concerning Material Agreements relating to the Tender Offer” in “1. Purpose of the Purchase” below, andfor details of the obligations of Farallon in (8), details of the representations and warranties of Farallon in(9), and other details of the Farallon Tender Agreement, please refer to “(II) Farallon Tender Agreement” in“(6) Matters Concerning Material Agreements relating to the Tender Offer” in “1. Purpose of the Purchase”
below.
1.

Purpose of the Purchase(1)

Outline of the Tender Offer

The Tender Offeror is a stock company established on July 26, 2024, the principal business of which is to acquire andown the Target Company Securities through the Tender Offer, and to control and manage the business activities of theTarget Company after the completion of the Tender Offer. As of today, all of its issued shares are owned by FK Holdings
Co., Ltd. (“Tender Offeror Parent Company”), a stock company established on July 26, 2024. In addition, as of today,
FK Investment L.P. (“KKR Fund”), a limited partnership established under the laws of Ontario, Canada on July 24,
2024, which is indirectly operated by Kohlberg Kravis Roberts & Co. L.P. (including affiliates and related funds;“KKR”), an investment advisory firm established under the laws of Delaware, U.S.A., owns all of the issued shares of
the Tender Offeror Parent Company. The Tender Offeror, the Tender Offeror Parent Company, and the KKR Fund do
not own Target Company Shares as of today.
KKR is an international investment company that was established in 1976, which has approximately 578 billion
dollars in assets under management throughout the world, including private equity investments; the shares of KKR are

4

listed on the New York Stock Exchange. KKR has an investment philosophy that focuses on investing with a long-term
perspective based on partnerships with management. As a partner to companies and their management with excellent
business foundations and potential, KKR aims to create a leading company in the industry by utilizing the various
management resources, knowledge, and networks of KKR.
Since the opening of its Tokyo office in 2006, KKR has been expanding its investment activities in the Japanesemarket actively; it is operated by employees who are well aware of commercial business practices in Japan and have arange of backgrounds. In particular, with respect to tender offers, it is considered that KKR leverages the strengths of
its global network and has leading operational experience as a private equity fund (“PE Fund”) in Japan, for example,
having achieved tender offers for Hitachi Transport System, Ltd. (currently LOGISTEED, Ltd.; “LOGISTEED”) in
2022 (the largest M&A transaction in Japan) (total purchase amount: 449.2 billion yen), and Calsonic Kansei
Corporation (currently Marelli Corporation) (total purchase amount: 345.5 billion yen), Hitachi Koki Co., Ltd.
(currently Koki Holdings Co., Ltd.) (total purchase amount: 88.2 billion yen) and Hitachi Kokusai Electric Inc.
(currently KOKUSAI ELECTIRIC CORPORATION; “KE”) (total purchase amount: 143.9 billion yen) in 2017. In
particular, with respect to KE, after a corporate split following its delisting, in partnership with KKR, as a specialized
manufacturer of semiconductor manufacturing equipment, KE deals in the manufacture and sale of coating equipment
and treatment equipment for front-end processes, and has established a rock-solid management base, for example, by
having the No. 1 worldwide share in the batch ALD equipment field (2023) (Source: “TI_ALD Tools_Yearly” by
TechInsights Inc. (VLSI) in April 2024). Thereafter, considering not only the recovery in the semiconductor cycle, butalso that the market environment in which the demand for coating/treatment technology of which KE takes advantage
is expected to continue to increase, given an industry environment in which semiconductor devices become smaller
and more complex at an accelerating rate, KE achieved re-listing of its shares on the Prime Market of the TSE in
October 2023. Currently, KE has grown to have a market capitalization of more than 900 billion yen (as of September
3, 2024), and KE is believed to be an example of KKR’s aspiration to “create a leading company in the industry byutilizing the various management resources, knowledge and networks of KKR.”
In addition, KKR is considered to have extensive investment and management experience in the IT and software
fields and DX (Note 1) field related to the business of the Target Company. In March 2021, KKR acquired shares of
Seiyu Co., Ltd., a major supermarket company under the umbrella of Walmart Inc., jointly with Rakuten DX Solution
G.K., a subsidiary of Rakuten, Inc. (currently Rakuten Group, Inc.; “Rakuten”), and supports the promotion of DX byfusing the internet with real-life retail through the alliance with Rakuten. For companies with such high growth potential
in the future, KKR takes measures to support acceleration of the companies’ growth and system development by
providing KKR’s capital, human resources, and network. In March 2022, KKR acquired Yayoi Co., Ltd. (“Yayoi”),
which provides business software and has the No. 1 share in Japan in cloud accounting software for sole proprietors(Source: “Survey of Use of Cloud Accounting Software (March 31, 2024)” by MM Research Institute, Ltd.), from
ORIX Corporation. While more than 99% of Japanese companies are small and medium-sized enterprises (as definedin Article 2, paragraph (1) of the Basic Act on Small and Medium-Sized Enterprises (Act No. 154 of July 20, 1963)(Note 2)), Yayoi is considered to play a key role in supporting improvements to business efficiency and enhancementof productivity in small and medium-sized enterprises, as well as promoting DX and cloud computing; therefore, Yayoi
seems to have considerable room for future growth. KKR is considered to have extensive global investment experiencein the software, cloud, and SaaS (Note 3) fields, and KKR is supporting Yayoi’s new growth using its experience andknowledge.
(Note 1)“DX” stands for “digital transformation” and means providing new value and experiences and socialtransformation through the use of digital technology.

(Note 2)

“Small and medium-sized enterprises” means (i) companies with stated capital or total contribution
amounts of 0.3 billion yen or less and companies and individuals with 300 or fewer full-time employees,

5which engage in manufacturing business, construction business, transportation business and otherbusinesses (excluding wholesale business, service business and retail business) as their principal business;(ii) companies with stated capital or total contributions of 0.1 billion yen or less and companies andindividuals with 100 or fewer full-time employees, which engage principally in the wholesale business;(iii) companies with stated capital or total contributions of 50 million yen or less and companies andindividuals with 100 or fewer full-time employees, which engage principally in service businesses; and(iv) companies with stated capital or total contributions of 50 million yen or less and companies andindividuals with fifty or fewer full-time employees, which engage principally in retail businesses.
(Note 3)

“SaaS” stands for “software as a service” and means providing software functions as services via theinternet.

In addition, KKR is considered to have extensive investment experience working with start-up companies in the DX
solutions field. In August 2019, KKR invested in FromScratch Co., Ltd (currently dataX Inc.; “dataX”), which develops
and provides a data marketing platform and supports the development and provision of a SaaS-type data marketing
platform called “b→dash” for unified acquisition, integration, utilization, and analysis of all big data existing inbusiness processes. Given that data use by companies is becoming more and more important, it is believed that the
future growth of dataX can be expected to a great extent, not only in the Japanese market but also in global markets,
especially in Asia; therefore, KKR is supporting dataX’s further business expansion, and expansion into global markets,as a SaaS company originating in Japan, through KKR’s global network. In April 2021, KKR invested in NETSTARS
Co., Ltd. (“NETSTARS”), which provides “StarPay,” a QR code multi-payment gateway, and is supporting theprovision of innovative solutions for disseminating and promoting cashless payments. KKR supports NETSTARS’ongoing business expansion in the Japanese and overseas markets through KKR’s global network and investee
companies related to Fintech (Note 4). In addition, after KKR supported the strengthening of NETSTARS’ governancestructure towards the listing of its shares, NETSTARS shares were listed on the Growth Market of the TSE in September
2023. In July 2024, KKR invested in SmartHR, Inc. (“SmartHR”), which operates cloud-based human resources andlabor management software and promotes digitalization and dissemination of cloud in HR operations and talentmanagement, through cloud human resources and labor management software called “SmartHR,” which is one of theleading SaaS platforms for human resources and labor management in Japan. KKR will play a key role in enhancing
labor productivity in Japan by utilizing KKR’s global expertise, best practices, and networks to support SmartHR’s
ongoing growth.
(Note 4)

“Fintech” is a term that combines “finance” and “technology,” and means various innovative movementsthat combine financial services and information technology.

KKR is also focusing on investment activities in the real estate field in Japan. In April 2022, KKR acquired a realestate management company, Mitsubishi Corp.-UBS Realty Inc. (currently KJR Management, “KJRM”) from
Mitsubishi Corporation and UBS Group AG. By utilizing the resources and network of KJRM, which has a strong
business foundation and total assets under management of 1.6 trillion yen, and KKR, which has developed a global realestate investment business, KKR supports the further enhancement of KJRM’s value. With respect to KJRM,
collaboration with the investee companies of KKR is also promoted, and in 2024, KJRM implemented securitizationof assets exceeding 200 billion yen, in which the 33 distribution centers in Japan owned by LOGISTEED weretransferred to Industrial & Infrastructure Fund Investment Corporation ( “IIF”), by which KJRM is entrusted with asset
management and a private placement fund formed for the purpose of acquiring the target properties. It is consideredthat this project will contribute the enhancement of KJRM’s corporate value through the acquisition of an excellent
industrial real estate portfolio, and also that in the process of considering a “shift to the asset-light business model,”which is the main business model in global logistics companies, in order for LOGISTEED to achieve “relisting as a
global logistics company,” this project will contribute to further business growth and the enhancement of the corporate
value of LOGISTEED by realizing the shift to an asset-light business model and the improvement of capital efficiency.

6In addition, in November 2023, Central Tank Terminal Co., Ltd. (“CTT”), in which KKR has invested, transferred thethree tank terminal properties owned by CTT to IIF, and also implemented a sale-and-leaseback transaction for whicha lease agreement was executed with IIF. It is considered that this project is an initiative which will lead to bothenhancement of CTT’s corporate value as a major tank terminal operator, through CTT’s asset-light strategy, and thatof KJRM, through the acquisition of a prime asset in the form of a rare tank terminal site with high stability andprofitability at IIF.
In addition, starting with its 2010 investment in Intelligence, Ltd., which provides comprehensive human resources
services, in 2014 KKR supported Panasonic Healthcare Co., Ltd. (“PHC”) in achieving independence from Panasonic
Corporation, in 2015 KKR invested in the DJ equipment business (currently, Pioneer DJ Corporation), a division of
Pioneer Corporation, in 2016 PHC acquired the diabetes care business of Bayer Aktiengesellschaft and its subsidiary,
Bayer Healthcare, and in 2019 KKR acquired the anatomical pathology business (currently Epredia) of Thermo Fisher
Scientific, Inc. and acquired LSI Medience Corporation, a major Japanese clinical laboratory under the umbrella ofMitsubishi Chemical Holdings Corporation. Thus, by expanding its investment activities in the Japanese market andpromoting both organic (i.e., a method using existing management resources) and inorganic (i.e., via an alliance withanother company, acquisition of another company, or other means) growth strategies, as well as promoting
improvement of profitability and business efficiency, KKR is working to support business growth and enhance thecorporate value of the investee companies.
As announced in the Tender Offeror Press Release Dated August 8, 2024, the Tender Offeror decided on August 8,
2024 to implement the Tender Offer, when the Conditions Precedent are satisfied or waived by the Tender Offeror, inwhich the Tender Offeror is made the sole shareholder of the Target Company, as part of a series of transactions aimed
at privatizing the Target Company Shares listed on the TSE’s Prime Market (“Transaction”), to which the Target
Company Shares (including the restricted shares of the Target Company granted to the directors and executive officersof the Target Company as restricted stock compensation (hereinafter referred to as the “Restricted Shares”) and theTarget Company Shares to be delivered upon the exercise of the Share Options, excluding the treasury shares held by
the Target Company; the same shall apply hereinafter) and all of the Share Options are subject. The Tender Offeror
aimed to commence the Tender Offer around mid-September 2024.
Thereafter, as of August 27, 2024, the Tender Offeror confirmed that the necessary procedures under the competition
laws of Japan have been completed and that it does not need to obtain Clearance related to Permits under laws andregulations related to inward direct investment outside Japan (Belgium).
Furthermore, with respect to the Foreign Exchange Act Procedures, the Tender Offeror submitted a notification to
the Minister of Finance and the Minister having jurisdiction over the business through the Bank of Japan in accordancewith Article 27, paragraph (1) of the Foreign Exchange and Foreign Trade Act on August 2, 2024, and this notification
was accepted on August 2, 2024, After acceptance of the notification, the Tender Offeror was contacted by the Ministryof Economy, Trade and Industry, which has jurisdiction over the business of the Target Company, on August 20, 2024,
to withdraw the notification once in order to continue the review due to the difficulty in completing the review within
the statutory waiting period; as such, the Tender Offeror withdrew the notification above on August 21, 2024. As oftoday, the Tender Offeror has not made another notification, but plans to make another notification after today as soon
as preparations are complete, and after the acceptance of this notification, approval for the Share Acquisition is expected
to be obtained during the statutory waiting period, and such statutory waiting period may be shortened. Accordingly,
as of today, among the Conditions Precedent, although the condition of the completion of acquisition of Clearance
related to the Foreign Exchange Act Procedures (condition 11) has not been satisfied, the Tender Offeror determinedthat it is likely to complete the Foreign Exchange Act Procedures.

7In addition, with respect to the Procedures in Response to Vietnamese Authorities, the Tender Offeror submitted aprior notification of the Share Acquisition to the Vietnam National Competition Commission on August 13, 2024 (localtime), and it is expected to be accepted by September 12, 2024 (local time). Therefore, approval for the Share
Acquisition is expected to be obtained by October 12, 2024, on which the 30-day period required for the initial review
by the Vietnam National Competition Commission (which may be extended up to 180 days if an official review begins;
the same shall apply hereinafter) will have elapsed. However, the period until the expected acceptance above and theperiod for the initial review may be shortened. Accordingly, as of today, among the Conditions Precedent, although thecondition of the completion of acquisition of Clearance related to the Procedures in Response to Vietnamese Authorities(condition 11) has not been satisfied, the Tender Offeror determined that it is likely to complete the Procedures in
Response to Vietnamese Authorities.
In addition to the above, because the Tender Offeror confirmed that all of the Conditions Precedent (excluding thecompletion of acquisition of Clearance related to the Foreign Exchange Act Procedures and the Procedures in Response
to Vietnamese Authorities) will have been satisfied by today, as shown below, and the Tender Offeror determined that
it is likely to complete the Foreign Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities
as described above, the Tender Offeror determined that the Tender Offer is ready to commence, and the Tender Offeror
waived the Conditions Precedent relating to completion of acquisition of Clearance related to the Foreign Exchange
Act Procedures and the Procedures in Response to Vietnamese Authorities (condition 11), and today, the Tender
Offeror decided to commence the Tender Offer beginning on September 5 2024. Except for the minimum number ofshares to be purchased, there is no change to the principal purchase conditions announced in the Tender Offeror Press
Release Dated August 8, 2024, including the Tender Offer Price.
① The Tender Offeror received a report from the Target Company that today, the Special Committee
established by the Target Company’s board of directors in connection with the Transaction (i)determined that, as of today, there were no factors that would change the Special Committee’s report
as of August 8, 2024 to the effect that it is reasonable for the Target Company’s board of directors to
express an opinion in support of the Transaction and to pass a resolution recommending that the Target
Company’s shareholders tender their Shares in the Tender Offer; (ii) again issued a positive report on
the Target Company's board of directors expressing its support for the Transaction; and (iii) has notchanged that report (except where the changed report is positive about the Target Company's board of
directors expressing its support for the Transaction, or where it is an update or other minor changes tothe information automatically required due to the lapse of the period up to the commencement date of
the Tender Offer), or has not withdrawn that report. Based on this, the Tender Offeror confirmed, today,that the Special Committee submitted a positive report about the Target Company’s board of directors
expressing its opinion to support the Transaction.
② The Tender Offeror received a report from the Target Company that at the Target Company’s board of
directors meeting held today, (i) it was determined that, as of today, there were no factors that wouldchange its opinion on the Tender Offer as of August 8, 2024; and (ii) it again passed a resolution toexpress an opinion in support of the Transaction; and (iii) it has not changed this opinion (except where
the changed report is positive about the Target Company's board of directors expressing its support for
the Transaction, or where it is an update or other minor changes to the information automaticallyrequired due to the lapse of the period up to the commencement date of the Tender Offer) or has notwithdrawn that report. Based on this, the Tender Offeror confirmed, today, that the resolution was
passed at the Target Company’s board of directors meeting, and that the expression of opinion has notbeen changed or withdrawn.

8

③ The Tender Offeror received a report from the Target Company, 3DIP, and Farallon that, today, no
judicial or administrative decision has been made to restrict or prohibit the Transaction or tender underthe 3DIP Tender Agreement or the tender under the Farallon Tender Agreement, and that there is noconcrete likelihood thereof, and today, the Tender Offeror determined that no such events had occurred.
④ The Tender Offeror received a report from the Target Company that as of today, (i) the Target
Company and its subsidiaries have not determined the matters listed in Article 14, paragraph (1), item(i)(a) to (j) and (m) to (s) of the Order; (ii) none of the matters set forth in item (iii)(a) to (h) and item(iv) of the same paragraph have occurred at the Target Company; (iii) none of the matters set forth initem (iii)(a) to (g) of the same paragraph have occurred at any of the important subsidiaries of theTarget Company; (iv) none of the matters set forth in paragraph (2), item (iii) to (vi) of the same Article
have occurred at the Target Company; and (v) no circumstances have occurred in which it was foundthat the statutory disclosure documents submitted by the Target Company in the past contained false
statements on important matters or a lack of statements on important matters that should be stated (forall of (i) to (iv), excluding minor matters set forth in Article 26 of the Cabinet Office Order on
Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers), and today,
the Tender Offeror determined that no such events had occurred.
⑤ The Tender Offeror received a report from the Target Company that as of today, that there have been
no events that could have a material adverse effect on the Target Company Group's business, financial
condition, business condition, assets, liabilities, cash flow, future prospects, or related economic andmarket conditions, and that no events that are reasonably considered to have a material impact on theTender Offeror’s decision to commence the Tender Offer have occurred in the Target Company Group,and today, the Tender Offeror determined that no such events have occurred.
⑥ The Tender Offeror received a report from 3DIP that as of today, 3DIP has performed or complied, inall material respects, with all of its obligations to be performed or complied with by the commencement
date of the Tender Offer pursuant to the 3DIP Tender Agreement, and today, the Tender Offeror
determined that such obligations have been performed and complied with.
⑦ The Tender Offeror received a report from 3DIP that as of today, all representations and warranties set
forth in the 3DIP Tender Agreement by 3DIP are true and accurate in material respects, and today, theTender Offeror determined that all such representations and warranties are true and accurate in material
respects.
⑧ The Tender Offeror received a report from Farallon that as of today, Farallon has performed orcomplied, in all material respects, with all of its obligations to be performed or complied with by thecommencement date of the Tender Offer pursuant to the Farallon Tender Agreement, and on the sameday, the Tender Offeror determined that such obligations have been performed and complied with.
⑨ The Tender Offeror received a report from Farallon that as of today, all representations and warranties
set forth in the Farallon Tender Agreement by Farallon are true and accurate in material respects, andas today, the Tender Offeror determined that all such representations and warranties are true andaccurate in material respects.
⑩ The Tender Offeror received a report from the Target Company that as of today, other than as planned
to be announced by the Target Company Press Release Dated September 4, 2024, there are no material
facts regarding the Target Company’s business operations (meaning those defined in Article 166,
paragraph (2) of the Act) that were not disclosed (having the meaning defined in Article 166, paragraph9(4) of the Act) by the Target Company, and today, other than as planned to be announced by the Target
Company Press Release Dated September 4, 2024, the Target Company determined that there are nomaterial facts regarding the Target Company’s business operations that were not disclosed by theTarget Company.
⑪ As of August 8, 2024, the Tender Offeror has satisfied the Conditions President related to theprocedures under the competition laws of Japan, with regard to the acquisition of the Clearance,
excluding the Foreign Exchange Act Procedures and the Procedures in Response to Vietnamese
Authorities. In addition, although the condition of the completion of acquisition of the Clearance
related to the Foreign Exchange Act Procedures and the Procedures in Response to Vietnamese
Authorities has not been satisfied as of today, the Tender Offeror has determined that it is likely tocomplete the Foreign Exchange Act Procedures and the Procedures in Response to Vietnamese
Authorities and has waived the condition 11 of the Conditions Precedent, relating to completion of
acquisition of the Clearance related to the Foreign Exchange Act Procedures and the Procedures in
Response to Vietnamese Authorities.
In regard to the Tender Offer, the Tender Offeror executed an agreement as of August 8, 2024 with 3D Investment
Partners Pte. Ltd. (“3DIP”), the largest shareholder of the Target Company, to tender all of the Target Company Sharesfor which 3DIP has investment authority (number of shares held: 14,834,000 shares, Ownership Ratio (Note 5: 23.46%)
in the Tender Offer (“3DIP Tender Agreement”). In addition, the Tender Offeror executed an agreement with Farallon
Capital Partners, L.P. (number of shares held: 444,992 shares, Ownership Ratio (0.70%), Farallon Capital Institutional
Partners, L.P. (number of shares held: 702,957 shares, Ownership Ratio (1.11%), Four Crossings Institutional Partners
V, L.P. (number of shares held: 108,631 shares, Ownership Ratio (0.17%), Farallon Capital Institutional Partners II,
L.P. (number of shares held: 150,040 shares, Ownership Ratio (0.24%), Farallon Capital Offshore Investors II, L.P.
(number of shares held: 1,754,833 shares, Ownership Ratio (2.77%), Farallon Capital F5 Master I, L.P. (number ofshares held: 314,460 shares, Ownership Ratio (0.50%), Farallon Capital (AM) Investors, L.P. (number of shares held:
57,458 shares, Ownership Ratio (0.09%), Farallon Capital Institutional Partners III, L.P. (number of shares held: 76,299
shares, Ownership Ratio (0.12%), and Cabrillo Funding Ltd. (number of shares held: 2,224,000 shares, Ownership
Ratio (3.52%), (collectively, “Farallon”; 3DIP and Farallon are referred to collectively as the “Tendering Shareholders”),
shareholders of the Target Company, to tender all of the Target Company Shares held by Farallon (number of shares
held: 5,833,670 shares, Ownership Ratio: 9.22%) in the Tender Offer (“Farallon Tender Agreement”; the 3DIP Tender
Agreement and the Farallon Tender Agreement are collectively referred to as the “Tender Agreements,” and the Target
Company Securities (total: 20,667,670 shares, Ownership Ratio: 32.68%) to be tendered under the Tender Agreements
shall be referred to as the “Planned Tender Shares”). For details of the Tender Agreements, please refer to “(I) 3DIP
Tender Agreement” and “(II) Farallon Tender Agreement” in “(6) Matters Concerning Material Agreements relating to
the Tender Offer” below. At the time of entering into the Tender Agreements, the Tender Offeror had expected to set
the minimum number of shares to be purchased at 42,142,900 shares (Ownership Ratio: 66.64%). However, on
September 4, 2024, the Tender Offeror decided to commence the Tender Offer from September 5, 2024, with theminimum number of shares to be purchased set at 33,658,500 shares (Ownership Ratio: 53.22%), and on September 4,2024, the Tender Offeror obtained the agreement of each Tendering Shareholder to tender the Planned Tender Shares
under each Tender Agreement regardless of any change to the minimum number of shares to be purchased.
(Note 5) “Ownership Ratio” means the percentage (figures are rounded to the nearest two decimal places) of thenumber of shares (63,238,275 shares) (hereinafter referred to as the “Total Number of Shares after Taking
into Account the Potential Shares of the Target Company”), obtained by adding (ⅰ) the total number ofoutstanding shares of the Target Company as of June 30, 2024 (67,400,000 shares), as stated in the10Consolidated Financial Results (Interim Period) for the Second Quarter of the Fiscal Year Ended
December 31, 2024 (Under Japanese GAAP) (“Consolidated Financial Results (Interim Period) for theSecond Quarter of the Target Company”) submitted by the Target Company on August 8, 2024, to (ii) the
number of shares (267,200 shares) subject to the 5th Series of Share Options (as defined in “(II) Share
Options” in “(3) Purchase Price” in “2. Outline of the Purchase” below; the same shall apply hereinafter)(1,336 options), remaining as of June 30, 2024, reported by the Target Company, and whose exercise
period expired as of today, such sum being 67,667,200 shares, and subtracting (ⅲ) the number of treasury
shares owned by the Target Company as of June 30, 2024 (4,428,925 shares) (Note 6). Among the Share
Options, the first day of the exercise period for the 6th and 7th Series of Share Options (as defined in as
defined in “(II) Share Options” in “(3) Purchase Price” in “2. Outline of the Purchase” below; the same
shall apply hereinafter) are April 1, 2025 and March 27, 2026, respectively. During the Tender Offer
Period, as the exercise of the 6th and 7th Series of Share Options and the issuance of or transfer of Target
Company Shares to the holders of the share options is not expected to occur; the number of shares subject
to the 6th Series of Share Options (1,310 options) and the 7th Series of Share Options (2,900 options)(the 6th Series of Share Options: 262,000 shares, the 7th Series of Share Options: 290,000 shares) havenot been added to the Total Number of Shares after Taking into Account the Potential Shares of the Target
Company. In addition, according to the Target Company, the exercise period of the 4th Series of Share
Options as stated in the 54th Securities Report submitted by the Target Company on March 27, 2024(“Securities Report of the Target Company”) expired on March 26, 2024, and all of the 4th Series of Share
Options that existed at that time were extinguished.
(Note 6)

According to the Target Company, the 4,430,524 shares of treasury stock as of June 30, 2024 stated in theConsolidated Financial Results (Interim Period) for the Second Quarter of the Target Company include
1,599 shares, which is equivalent to 40% (the Target Company’s voting rights in Nippon Business Soft,Ltd.) of the 3,998 shares of the Target Company Shares (Ownership Ratio: 0.01%) held by Nippon
Business Soft, Ltd., an equity-method affiliate of the Target Company, and the number of treasury shares
held by the Target Company as of June 30, 2024 is 4,428,925 shares (4,430,524 shares less 1,599 shares).

In the Tender Offer, the Tender Offeror has set 33,658,000 shares (Ownership Ratio: 53.22%) as the minimum numberof shares to be purchased, and if the total number of the shares, etc. tendered in the Tender Offer (“Tendered Shares”)
is less than the minimum number of shares to be purchased (33,658,000 shares), the Tender Offeror will not purchaseany of the Tendered Shares. On the other hand, as the Tender Offeror aims to take the Target Company private byacquiring all of the Target Company Shares (which includes Restricted Shares and Target Company Shares delivered
upon exercise of the Share Options but excludes treasury shares owned by the Target Company) and all of the Share
Options, the Tender Offeror has not set a maximum number of shares to be purchased in the Tender Offer, and if thetotal number of Tendered Shares equals to or exceeds the minimum number of shares to be purchased, which is
33,658,000 shares, the Tender Offeror will purchase all of the Tendered Shares. The minimum number of shares to bepurchased, which is 33,658,000 shares, is the number of shares derived by multiplying the number of voting rights for
the Total Number of Shares after Taking into Account the Potential Shares of the Target Company as of June 30, 2024
(632,382 voting rights) by 53.25% (336,744 voting rights; rounded up to the nearest whole number), after deducting
the number of voting rights (159 voting rights) for the number of Restricted Shares held by directors of the Target
Company (totaling 15,937 shares, Ownership Ratio: 0.03%) (Note 7), and then multiplying such number of voting
rights by 100 (33,658,000 shares), the share unit of the Target Company.
The reasons for setting the minimum number of shares to be purchased are as follows.

11

The “Fair M&A Guidelines: Enhancing Corporate Value and Securing Shareholders’ Interests” formulated by the
Ministry of Economy, Trade and Industry on June 28, 2019, indicate that “in recent years, especially in Japan's capital
market trends, the scale of passive index management funds (Note 8) has been expanding, and some investors do not,in principle, tender their shares in a tender offer regardless of the suitability of the transaction conditions.” The Tender
Offeror understands that some of the passive index management funds that own the Target Company Shares will nottender their shares in the tender offer, in principle, regardless of the suitability of the terms of the tender offer, but inlight of past cases, it understands that some of them intend to vote in favor of the proposal on the share consolidation
at the general shareholders meeting following the squeeze-out procedure. In addition, the Target Company’s
shareholders include pension asset management institutions (Note 9) other than passive index management funds, andin general, the voting behavior of pension asset management institutions follows the policies of the asset managementcompanies to which they entrust the management of their assets. If the management policy of the pension reserve fundto be managed is passive, and the main investment assets of the asset management company to which management has
been entrusted are passive index management funds, it is understood that the entrusting pension asset management
institution will consequently adopt the same management policy and voting behavior as the passive index management
funds, and although some passive index management funds may not tender their shares in the Tender Offer, if theTender Offer is completed, it is expected that they will vote in favor of the proposal on the share consolidation at thegeneral shareholders meeting in the subsequent squeeze-out procedure (hereinafter, such pension asset management
institutions that are thought to have such management policy and voting behavior are collectively referred to as “passive
index management funds”). Among the Target Company Shares owned by passive index management funds, at thetime of publication of the Tender Offeror Press Release Dated August 8, 2024, as the Tender Offeror did not have any
specific estimates as to the most recent number of Target Company Shares owned by passive index management funds,
including information about the number of Target Company Shares which are managed based on a passive index
management policy, at such time the minimum number of shares to be purchased was set at 42,142,900 shares(Ownership Ratio: 66.44%) such that the Tender Offeror would hold more than two-thirds of the total voting rights of
the Target Company after the Tender Offer. However, while reviewing the shareholder identification survey of theTarget Company as of June 30, 2024 conducted by the Target Company, which was shared by the Target Company on
August 21, 2024 (the “Target Company Shareholder Identification Survey”), the Target Company recognized that acertain number of passive index management funds may hold the Target Company Shares. Taking into account thestatus of major shareholders listed in the 55th Semiannual Report (the “Target Company Semiannual Report”)
submitted by the Target Company on August 9, 2024, and the results of the Target Company Shareholder Identification
Survey, and additional materials for the Target Company Shareholder Identification Survey received from the Target
Company on August 29, 2024 (“Additional Materials for the Target Company Shareholder Identification Survey”), as
it is expected that there is a certain number of Target Company Shares owned by the passive index management funds,
the Tender Offeror requested that a third party estimate the expected number of Target Company Shares owned by thepassive index management funds based on publicly available information, the results of the Target Company
Shareholder Identification Survey, the Additional Materials for the Target Company Shareholder Identification Survey,
and information provided by information vendors that provide various data services, such as information on financial
markets, prior to the announcement of this press release.
As a result, although it is difficult to accurately ascertain and estimate the number of Target Company Shares ownedby the passive index management funds, it was estimated that the passive index management funds may own at least
about 8.2% of the Target Company Shares.
As stated above, while some passive index management funds will not tender their shares in the Tender Offer, after
the completion of the Tender Offer, if a proposal on the Share Consolidation (as defined in “(4) Policy on Post-Tender
Offer Organizational Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)” below) is submitted to theExtraordinary General Shareholders Meeting (as defined in “(4) Policy on Post-Tender Offer Organizational

12

Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)” below), some of them may vote in favor of the
proposal, and as it generally can be inferred that they will exercise their voting rights in favor of the proposal at thegeneral meeting of shareholders proposed after the company expresses its support for the proposal, even if the numberof Target Company shares held by the Tender Offeror after completion of the Tender Offer is the minimum number ofshares to be purchased, it is expected that the Target Company Shares whose voting rights will be exercised in favor of
the proposal on the Share Consolidation will reach 61.45% in terms of the ownership ratio (Note 10). Furthermore,considering the number of Target Company Shares required for the approval of the proposal on the Share Consolidation
being at a level equivalent to the ratio (approximately 61.44%) calculated by multiplying 92.16%, which is the
maximum voting rate at the general shareholders meeting for the most recent three fiscal years of the Target Company(rounded to the nearest three decimal places; the same shall apply hereinafter in the calculation of the voting rights
ratio) by two-thirds, which is the voting rights ratio required for the approval of a special resolution at the generalshareholders meeting, it is estimated that the level of the number of Target Company Shares whose voting rights will
be exercised in favor of the proposal on the Share Consolidation (approximately 61.45%) will exceed the voting rights
ratio of 61.44%, and in light of this, the Tender Offeror expects that the requirements for the approval of the proposalon the Share Consolidation will be satisfied.
Based on the information above, the Tender Offer has set the number of voting rights of the Target Company to beheld by the Tender Offeror after the Tender Offer as at least equal to 53.22% of the total voting rights of the Target
Company in order to ensure the stable completion of the Tender Offer and maximize the likelihood of the success of
the Transaction and to ensure that the voting rights of the Target Company held by the Tender Offeror will reach alevel at which the proposal on the Share Consolidation is approved at the Extraordinary General Shareholders Meeting,even if the Tender Offeror does not own two-thirds of the voting rights of all shareholders of the Target Company after
the Tender Offer.
(Note 7)

Although the Restricted Shares cannot be tendered in the Tender Offer due to transfer restrictions
attached thereto, at the meeting of the board of directors of the Target Company on August 8, 2024, a
resolution was passed to express an opinion in favor of the Tender Offer, on the assumption of thedelisting. At the time of such resolution, all of the directors voted in favor. It is therefore expected that
if the Tender Offer is completed, it is likely that the Squeeze-out Procedure (as defined below;
hereinafter the same) will be supported, and thus in determining the minimum number of shares to bepurchased, the number of voting rights for the Restricted Shares is deducted.

(Note 8)A passive index management fund is a fund that aims to secure a return on par with market averages
by managing the fund for the purpose of linking investment results with indices, such as stock priceindices, which serve as benchmarks for the market of stocks and other investment assets.

(Note 9)A pension asset management institution is an institution that manages and operates pension funds
deposited by members.

(Note 10) As mentioned in Note 7 above, as among the Restricted Shares, the number of shares held by the Target
Company’s directors (ownership ratio: 0.03%) are expected to support the Squeeze-out Procedure if
the Tender Offer is completed, in addition to the Target Company Shares held by the passive index
management funds (ownership ratio: approximately 8.2%), the number of the Restricted Shares(ownership ratio: 0.03%) has been added to 33,658,500 shares (ownership ratio: 53.22%), which is set
as the minimum number of shares to be purchased.
The Tender Offeror plans to finance the funds required for the settlement of the Tender Offer by borrowing fromfinancial institutions and through capital contributions and loans from the Tender Offeror Parent Company.

13

If the Tender Offeror is unable to acquire all of the Target Company Shares (which includes Restricted Shares andTarget Company Shares delivered upon exercise of the Share Options but excludes treasury shares owned by the Target
Company) and all of the Share Options through the Tender Offer, the Tender Offeror intends to implement a series ofprocedures after the completion of the Tender Offer to make the Tender Offeror the sole shareholder of the Target
Company (“Squeeze-out Procedure”; for details, please refer to “(4) Policy on Post-Tender Offer Organizational
Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)”.
As stated above, as the minimum number of shares to be purchased is set at 33,658,500 shares (Ownership ratio:
53.22%) in the Tender Offer, if the total number of voting rights of the Target Company held by the Tender Offeror isless than two-thirds of the total number of voting rights of all shareholders of the Target Company after the completionof the Tender Offer, it is possible that the proposal for the Share Consolidation to be conducted as part of the Squeezeout Procedure will not be approved at the Extraordinary General Shareholders Meeting. However, even if approval is
not obtained, the Tender Offeror will ultimately acquire all of the Target Company Shares (including the Target
Company Shares to be delivered through the exercise of the Restricted Shares and the Share Options and excluding theTarget Company Shares held by the Tender Offeror and treasury shares held by the Target Company) to take the Target
Company private, and taking into account, among other matters, the status of tenders in the Tender Offer, status ofownership and attributes of the Target Company Shares of the Target Company shareholders, trends in the market shareprice, and the ratio of voting rights exercised at the Extraordinary General Shareholders Meeting, the Tender Offeror
will acquire the Target Company Shares by all means until the proposal of the Share Consolidation is approved at thegeneral shareholders meeting of the Target Company to take the Target Company private. Although there are no
assumptions regarding the acquisition at this time, the Tender Offeror will use the market price in the case of an onmarket transaction, and in the case of a method other than an on-market transaction, the Tender Offeror will acquire
the Target Company Shares at a price evaluated as being economically equivalent to the Tender Offer Price (as definedin “(II) Discussion Between the Tender Offeror and the Target Company and 3DIP, and the Process of Decision-making
by the Tender Offeror, etc.” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination
to Conduct the Tender Offer, and the Management Policy After the Tender Offer” below; the same shall apply
hereinafter) per share, unless there is an event that causes an adjustment to become necessary, such as a shareconsolidation or a share split by the Target Company. The specific timing and method of the additional acquisition andthe period required for the subsequent approval of the proposal on the Share Consolidation at the general shareholders
meeting cannot be determined at this time due to various circumstances, such as market conditions. However, theTender Offeror intends to make every effort to implement the Share Consolidation as soon as practicable.
According to “Notice Regarding Expression of Opinion in Support of the Planned Commencement of the Tender
Offer for the Company Shares by FK Co., Ltd. and Recommendation to Tender Shares”, which the Target Company
released on August 8, 2024 (“Target Company Press Release Dated August 8, 2024”), the Target Company resolved ata meeting of its board of directors held on the same date to express its support for the Tender Offer as its opinion on
the same date and to recommend that shareholders of the Target Company and holders of the Share Options (“Share
Option Holders”) tender their Target Company Securities in the Tender Offer, if the Tender Offer is commenced.
In addition, the Tender Offer is scheduled to commence promptly if the Conditions Precedent are satisfied or waived
by the Tender Offeror, and as of August 8, 2024, the Tender Offer was scheduled to commence around the middle ofSeptember 2024. Accordingly, notifications concerning the procedures under the competition laws of Japan and under
the Foreign Exchange and Foreign Trade Act of Japan were filed on August 2, 2024, and preparations were being madeto file a notification concerning the procedures under the competition laws of Vietnam, and it was planned to make thatfiling as soon as preparations were complete. However, those procedures were not completed as of August 8, 2024, and14

among such procedures, specifically, since it is difficult to accurately estimate the period of time required for theprocedures of authorities with jurisdiction over the procedures for the Clearance, the Target Company had resolved ata board of directors meeting that (i) at the time of commencement of the Tender Offer, the board of directors of theTarget Company should request that the Special Committee examine whether there has been any change to the reportsubmitted by the Special Committee to the Target Company’s board of directors on August 7, 2024 (“Report dated
August 7, 2024”), and if there is no change in the previous opinion, to report as such to the Target Company’s boardof directors, and if there is any change, to report the opinion of the Special Committee after such change, and (ii) taking
into account such opinion, it will express its opinion on the Tender Offer again at the time of commencement of theTender Offer.
Subsequently, according to the “Notice of Expression of Opinion in Support of the Commencement of the Tender
Offer for the Company’s Shares by FK Co., Ltd. and Recommendation to Tender”, published by the Target Company
today (the "Target Company Press Release Dated September 4, 2024, together with the Target Company Press Release
Dated August 8, 2024, the "Target Company Press Release"), on August 26, 2024, the Target Company was informedby the Tender Offeror that based on expectations for the Procedures in Response to Vietnamese Authorities, the Tender
Offeror will commence the Tender Offer from September 5, 2024. Furthermore, on August 30, 2024, the Target
Company was informed by the Tender Offeror that (i) the procedures in response to the authorities, except for theForeign Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities have been completed;(ii) in relation to condition 11 of the Conditions Precedent, the Tender Offeror will waive the condition of thecompletion of acquisition of the Clearance related to the Foreign Exchange Act Procedures and the Procedures in
Response to Vietnamese Authorities; and (iii) on the premise that the Conditions Precedent are satisfied (or waived by
the Tender Offeror), the Tender Offeror planned to commence the Tender Offer from September 5, 2024.
Upon receiving such communication, the Target Company asked the Special Committee to examine whether there isany change to the Report dated August 7, 2024 submitted by the Special Committee to the board of directors of theTarget Company dated August 7, 2024 and to inform the Target Company’s board of directors of either the nonexistence of a change in the prior opinion or to provide the opinion after any change. As a result of consideration of theconsulted matters, taking into account the circumstances from August 8, 2024 (“Transaction Announcement Date”) to
September 4, 2024 (“Additional Report Preparation Date”), the Special Committee provided a report (“Report dated
September 4, 2024”) to the effect that there are no factors that would require a change to the contents of the Report
dated August 7, 2024, and as of the Additional Report Preparation Date, the opinion expressed by the Special
Committee in the Report dated August 7, 2024 remains unchanged, to the board of directors of the Target Company.
For an overview of the Report dated September 4, 2024 and the specific activities of the Special Committee, pleaserefer to “(IV) Establishment of an Independent Special Committee by the Target Company and Obtaining a Reportfrom the Special Committee” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure
the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
Furthermore, the Target Company carefully discussed and reviewed the terms and conditions of the Tender Offer inlight of the content of the Report dated September 4, 2024 and changes in the Target Company’s performance andbusiness environment since the board of directors meeting held on August 8, 2024. As a result, at the board of directors
meeting held today, the Target Company resolved to express its support for the Tender Offer again and to recommend
its shareholders and Share Options Holders to tender their Target Company Securities in the Tender Offer.
For details of the resolutions of the meeting of the board of directors of the Target Company held on August 8, 2024
and today mentioned above, please refer to the Target Company Press Release and “(VII) Approval of All Directors
With No Interest in the Target Company and Opinion of No Objection of All Target Company Auditors With No
Interest in the Target Company” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to15

Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(2)

Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender
Offer, and the Management Policy After the Tender Offer

The background, purpose, and decision-making process leading to the determination to conduct the Tender Offer,and the management policy after the Tender Offer are as follows. Among the following statements, the descriptions
regarding the Target Company are based on information made public by the Target Company, the Target Company
Press Release, and explanations received from the Target Company.
(I)

Business Environment Surrounding the Target Company, etc.

The Target Company was established in May 1970 in Yokohama, Kanagawa Prefecture with the trade name of Fuji
Software Laboratory, Ltd. and was listed on the Second Section of the TSE in October 1992. Upon merging with ABC
Co., Ltd. in October 1996, the Target Company’s trade name was changed to FUJI SOFT ABC Incorporated. Following
that, in September 1998, the Target Company changed its listing to the First Section of the TSE, and in July 2006, itchanged its trade name to its current name, FUJI SOFT INCORPORATED. Since the restructuring of the TSE market
classification in April 2022, the Target Company transitioned to the Prime Market of the TSE, which is where it iscurrently listed.
The Target Company provides its customers with peace of mind, benefits, new technologies and added value under athorough quality control system based on the spirit of “hinoki” (quality, timely delivery, and confidentiality). As a groupof ICT (Note 1) professionals, the Target Company will continue its motto, “Challenge and Creation” and aim to achieve
its medium-term policy: to become “an innovative corporate group that links ICT development to improving value forour customers.”(Note 1)

“ICT” stands for “information and communication technology.”

As of the date of this press release, the Target Company Group (which means the Target Company, its subsidiaries
and its affiliates, hereinafter the same) is composed of the Target Company, 32 consolidated subsidiaries, two equity
method non-consolidated subsidiaries, and one equity method affiliate, and is principally engaged in the System
Integration (SI) business (Note 2) and the Facility business. In the SI business, the Target Company develops
embedded/control software for machine control systems and the automotive industry as well as business software foruse in various industries. The Target Company also provides product services that sell its own products and otherproducts based on strategic partnerships using system construction technology, as well as system construction,
maintenance, and operation services.
(Note 2)

“System Integration (SI)” means a business or service that comprehensively handles everything from theplanning of computer systems requested by customers to system construction, operation, and maintenance,
including the selection and implementation of necessary hardware and software.

The environment surrounding the Target Company Group has been undergoing changes recently. These changes
include not only macroeconomic factors such as the easing of COVID-19 restrictions, the resumption of consumer
activity, prolonged supply chain disruptions, and rising prices, but also shifts in the information services market
including the establishment of the new normal, the expansion of digital technology use in business reforms andinnovation such as DX, an increased demand for strategic system investments aimed at productivity improvement,
business efficiency, and automation due to labor shortages, and increased competition for IT talent accompanying thosechanges. In light of these circumstances, the Target Company has taken on the challenge of responding tomacroeconomic changes and changes in the market in these unpredictable times, adapting to ever-evolving
technological innovations, and challenging and creating new businesses. Under its management policy of “becoming

16the leading company providing systems/software and services in the IT x OT (Note 3) field to contribute to its customers
and society,” the Target Company formulated a medium-term management plan (announced on February 14, 2024)
covering the five-year period from FY 2024 to FY 2028 and is working to achieve sustainable growth and increased
added value. Under that medium-term management plan, the Target Company is promoting measures such as growthin the contract business, improving profitability, reducing sales and administrative expenses through business reforms
and DX promotion, growth in the product service business, taking on new businesses with higher added value,
strengthening its technological capabilities, enhancing group synergies, expanding global operations, reinforcing its
management foundation, strengthening corporate governance, and promoting sustainability management. Furthermore,
the Target Company is focusing on key areas such as “DX + AIS-CRM (pronounced “ice cream”) (Note 4) + SD
(service design) + (5) G2 (5G and local 5G (Note 5))” and plans to strengthen DX solutions, focus on the areas of AI,
IoT (Note 6), Security, Automotive, Mobile, Robot and Cloud Computing, strengthen upstream service design and IT
consulting, take initiatives to advance 5G and local 5G, and expand global operations. The Target Company is also
focusing on its own DX, promoting internal transformation and enhancing its business competitiveness throughcorporate reforms. It is committed to improving profitability through the development of new business domains withhigher added value and improving productivity. The Target Company is working on intelligent technology and AI, andit began validating a service related to ChatGPT (Note 7) and has been studying efficient and effective ways of using
ChatGPT. As of the date of this press release, the Target Company has built its own ChatGPT environment and iscontinuing internal validation, aiming to contribute to its customers’ businesses by continuing to challenge itself withadvanced technologies and providing its customers with improved services.
(Note 3)“OT” stands for “Operational Technology” and refers to the optimal “control and operation technology”
of products, equipment, and systems.

(Note 4)

“AIS-CRM” stands for “AI/IoT/Security/Cloud/Robotics/Mobile/Automotive” and represents the Target
Company’s current new technology fields of focus and strength.

(Note 5)

“Local 5G” refers to a private 5G service that leverages next-generation communications technology thatenables ultra-high-speed and high-capacity communications and is built and utilized by businesses andlocal governments in areas such as bases or specific regions based on the individual needs of the region
or industry.

(Note 6)

“IoT” stands for “Internet of Things” and refers to systems where various devices that were not previously
connected to the Internet are connected to a network and can exchange information with each other.

(Note 7)“ChatGPT” stands for “Chat Generative Pre-trained Transformer,” a type of large language model (LLM)(Note 8) released by OpenAI in November 2022.

(Note 8)“Large Language Model (LLM)” refers to an AI model constructed by learning from vast data sets oflanguage.

(II)

Discussion Between the Tender Offeror and the Target Company and 3DIP, and the Process of Decisionmaking by the Tender Offeror, etc.

Under the business environment described in “(I) Business Environment of the Target Company, Etc.” above, theTarget Company established the Corporate Value Committee as announced on August 5, 2022 in “Establishment of the
Corporate Value Committee.” Under that committee, various working groups (“WGs”) were formed to discuss
management options to improve the corporate value of the Target Company. Those WGs include: (i) the Corporate
Governance Review WG, (ii) the Shareholder and Investor Relations WG, (iii) the Business Review WG, (iv) the Group
Companies Review WG, and (v) the Real Estate Review WG. In early July 2022, the Target Company appointed

17

QuestHub Co., Ltd. as an external advisor for its corporate value enhancement strategy and it has been considering
management options based on the advice of QuestHub Co., Ltd. Additionally, since late October 2022, as part of its
review of measures to improve corporate value, the Target Company has had discussions with multiple PE funds,
including KKR, which is believed to have extensive experience with taking listed companies private, about strategies
that would contribute to accelerating its business growth and improving its corporate value for future growth.
Subsequently, under the new board of directors, which includes five newly appointed outside directors (Takao Tsuji,
Hidetaka Nishina, Hikari Imai, Yuya Shimizu, and Shintaro Ishimaru) appointed at the Extraordinary Meeting of
Shareholders held on December 4, 2022, the Target Company has reviewed and had discussions on management issues
and measures within the Corporate Value Committee and its respective WGs. Additionally, based on the belief that it isnecessary to compare and consider all options for enhancing its corporate value, the Target Company has also
considered the possibility of taking its shares private as an option to enhance its corporate value. Additionally, toconsider measures for enhancing its corporate value from more diverse perspectives, the Target Company appointed
SMBC Nikko Securities Inc. (“SMBC Nikko Securities”) as a financial advisor and third-party appraiser independentof the Tender Offeror, the Tender Offeror’s Parent Company, multiple PE funds including KKR, and the Target
Company in early June 2023. The Target Company also appointed Mori Hamada & Matsumoto as an external legal
advisor for that consideration.
Amidst those developments, on July 3, 2023, the Target Company received a letter from 3DIP stating that it will
implement a process to solicit from potential investors measures to enhance its corporate value by taking the Target
Company Shares private, led by 3DIP (“3DIP Process”). The letter also mentioned that a right of first refusal concerning
the capital policy related to the Target Company Shares owned by 3DIP would be granted to potential investors thathave passed the 3DIP Process.
Under these circumstances, at the board of directors meeting held on July 25, 2023, the Target Company decided that
it is important to improve the fairness and transparency of the review process when considering options to enhance its
corporate value. To ensure this, the Target Company decided to establish a structure where only independent outside
directors would conduct the review, maintaining independence from management. The Target Company therefore set
up the Independent Directors WG, composed solely of independent outside directors, as a WG under the Corporate
Value Enhancement Committee. Further, in early August 2023, although the Target Company had not yet concluded
that taking the Target Company Shares private would be the best measure to enhance its corporate value, in order tomore seriously consider a transaction to take the Target Company Shares private, based on the recognition of the needto compare and consider all possible options to enhance its corporate value, the Target Company implemented a process
aimed at providing information on enhancing its corporate value (“Company Information Provision Process”) byinviting multiple potential investors, offering opportunities for due diligence necessary to examine measures to enhance
its corporate value, and arranging meetings with the Target Company’s management, including its directors.
Since late October 2022, the Target Company has consulted with KKR regarding its financial and business strategies,
and from late October 2022 KKR has held ongoing discussions with the Target Company on multiple occasions
regarding measures that will contribute to accelerating business growth and enhancing corporate value for future growth.
In early July 2023, KKR was approached by 3DIP to participate in the 3DIP Process. In response to this, in early Julyof the same year, KKR began considering whether to participate in the 3DIP Process. As KKR strengthens its
investment in the IT, software, and DX fields, through its discussions with the Target Company to date, KKR has
strengthened its view that there is significant room for accelerating the Target Company’s business growth andincreasing its corporate value for future growth by utilizing KKR’s global network. Although it is extremely unusualfor 3DIP, the largest shareholder, to execute the process without the consent of the Target Company, in the case of atender offer for a company with a major shareholder such as the Transaction, KKR determined that it is extremely18important from the perspective of both the Tender Offeror and the shareholders to increase the probability of executing
the transaction through the conclusion of a tender agreement with the major shareholder and to disclose it appropriately,
and that securing a preferential negotiation right with 3DIP regarding the capital policy of the Target Company Shares
owned by 3DIP through the 3DIP Process has important significance for the Transaction. Therefore, given that the
purpose of the 3DIP Process is not intended to create any conflict with the Target Company, KKR decided to participate
in the 3DIP Process after communicating with the Target Company’s management. Subsequently, KKR conducted an
initial review based on the sales and operating income results of the Target Company Group as a whole and by segment,
the status of the Target Company’s assets and liabilities, and the mid-term business plan, etc., published by the Target
Company. Although it was still at a preliminary stage prior to the conducting of due diligence based on information
provided by the Target Company, KKR came to believe that the Target Company has strong competitiveness, growthpotential, and high potential, based on deepening its understanding of the industry characteristics and growth potentialof the domestic SIer (Note 9) market to which the Target Company belongs, the competitive advantage that the Target
Company has established in the domestic SIer market, the direction of the Target Company’s growth strategy, and thepotential for improving corporate value and stock value, and on August 18, 2023, KKR submitted a non-legally binding
proposal (“3DIP Process Proposal”) to 3DIP, and proposed the implementation of a transaction to take the Target
Company private with a tender offer price of 6,400 yen per Target Company Share. The tender offer price in the 3DIP
Process Proposal includes a premium of 41.59% (figures are rounded to the nearest two decimal places; the same shallapply hereinafter in the calculation of premiums) on the closing price of the Target Company Shares on the TSE Prime
Market on August 17, 2023 (such date being the business day immediately preceding August 18, 2023) (4,520 yen)(figures are rounded to the nearest three decimal places; the same shall apply hereinafter in the calculation of simple
average of closing prices), 37.28% on the simple average of the closing prices for the preceding one month (from July18, 2023 to August 17, 2023) (4,662 yen) (Note 10), 39.59% on the simple average of the closing prices for thepreceding three months (from May 18, 2023 to August 17, 2023) (4,585 yen), and 49.05% on the simple average of theclosing prices for the preceding six months (from February 20, 2023 to August 17, 2023) (4,294 yen). A premium of150.00% was given on the closing price on February 16, 2022 (2,560 yen), which is the business day immediately
preceding February 17, 2022 when the news report on the first shareholder proposal to the Target Company through3DIP (“Shareholder Proposal”) was made, which triggered a fluctuation in the Target Company’s stock price, apremium of 157.03% was given on the simple average of the closing prices for the preceding one month (from January
17, 2022 to February 16, 2022) (2,490 yen), a premium of 142.15% was given on the simple average of the closing
prices for the preceding three months (from November 17, 2021 to February 16, 2022) (2,643 yen), and a premium of
130.96% was given on the simple average of the closing prices for the preceding six months (from August 17, 2021 to
February 16, 2022) (2,771 yen). Subsequently, on August 31, 2023, KKR was notified that 3DIP would enter into anagreement with several candidates, including KKR, who passed the 3DIP Process, granting a preferential negotiationright regarding the capital policy of the Target Company Shares held by 3DIP (“3DIP Process Preferential Negotiation
Right”; and such agreement between KKR and 3DIP granting the 3DIP Process Preferential Negotiation Right isreferred to as the “3DIP Process Preferential Negotiation Right Agreement”) and that 3DIP has submitted to the Target
Company’s board of directors non-legally binding proposals from several candidates who have been granted the 3DIP
Process Preferential Negotiation Right, including KKR (“August 2023 Privatization Proposals”).
(Note 9) “SIer” is an abbreviation of a business operator responsible for system integration, and “system
integration” refers to a business or service that undertakes system development and operation, etc. in
response to customer requests.
(Note 10) As the Target Company conducted a stock split under which common shares were split into two shares
per share on July 1, 2023, the stock price before June 29, 2023 is calculated using the stock price after
adjusting for the stock split by dividing the stock price by 2; the same shall apply hereinafter.
On August 4, 2023, KKR was approached by the Target Company to participate in the Target Company Information

19

Provision Process and thereafter did so, and from early August to early September of the same year, KKR conducted
due diligence on the Target Company’s business, finance, legal affairs, etc., and management interviews with the Target
Company’s management regarding the Target Company’s business strategy, and KKR proceeded with analysis andconsideration regarding the acquisition of Target Company Shares. Based on the results of the due diligence conducted
between early August and early September 2023, based on a multifaceted and comprehensive analysis of the Target
Company’s business and financial status, and by comparing the market share prices and financial indicators showing
profitability of multiple listed companies that are relatively similar to the Target Company in terms of business contents,
business scale, earnings status, etc., on September 8, 2023, KKR submitted a non-legally binding information provision
form (Target Company Process Information Provision Form), and based on the progress in understanding the Target
Company’s business based on the results of due diligence, KKR proposed the implementation of a transaction to takethe Target Company private with a tender offer price of 6,800 to 7,200 yen per Target Company Share, which exceeded
the proposed price of 6,400 yen in the 3DIP Process Proposal. The tender offer price in the Target Company Process
Information Provision Form includes a premium of 52.64 to 61.62% on the closing price of the Target Company Shareson the TSE Prime Market on September 7, 2023 (such date being the business day immediately preceding September
8, 2023) (4,455 yen), 50.68 to 59.54% on the simple average of the closing prices for the preceding one month (fromAugust 8, 2023 to September 7, 2023) (4,513 yen), 48.47 to 57.21% on the simple average of the closing prices for thepreceding three months (from June 8, 2023 to September 7, 2023) (4,580 yen), and 56.57 to 65.78% on the simple
average of the closing prices for the preceding six months (from March 8, 2023 to September 7, 2023) (4,343 yen). A
premium of 165.63 to 181.25% was given on the closing price on February 16, 2022 (2,560 yen), which is the business
day immediately preceding February 17, 2022 when the news report on the Shareholder Proposal was made, which
triggered a fluctuation in the Target Company’s stock price, a premium of 173.09 to 189.16% was given on the simple
average of the closing prices for the preceding one month (from January 17, 2022 to February 16, 2022) (2,490 yen), a
premium of 157.28 to 172.42% was given on the simple average of the closing prices for the preceding three months(from November 17, 2021 to February 16, 2022) (2,643 yen), and a premium of 145.40 to 159.83% was given on thesimple average of the closing prices for the preceding six months (from August 17, 2021 to February 16, 2022) (2,771
yen).
According to the Target Company, following that, 3DIP shared with the Target Company on September 4, 2023 nonlegally binding proposals that were provided to 3DIP by three potential investors that have been granted the 3DIP
Process Preferential Negotiation Right including KKR. Taking into account the Guidelines for Corporate Takeovers
published by the Ministry of Economy, Trade and Industry on August 31, 2023 (“Corporate Takeover Guidelines”), theTarget Company determined that it was necessary to conduct a sincere review of those proposals while ensuring thefairness and transparency of the review process. Therefore, in a resolution of a meeting of the board of directors dated
September 12, 2023, the Target Company decided to establish the Special Committee, composed solely of six
independent outside directors (Chairman: Hikari Imai, Members: Tomoko Aramaki, Takao Tsuji, Hidetaka Nishina,
Yuya Shimizu, and Shintaro Ishimaru), with greater authority than the abovementioned Independent Directors WG.
The Special Committee was tasked with (a) comparing and reviewing the Target Company’s corporate valueenhancement measures with the corporate value enhancement measures proposed by the three potential investors intheir proposals to take the Target Company Shares private (“Privatization Proposals”) to determine which would better
secure or enhance the corporate value of the Target Company and the common interests of the Target Company’s
shareholders, and making recommendations or suggestions to the board of directors on which proposal is preferableand (b) if the Special Committee determines that the corporate value enhancement measures proposed by any of thethree potential investors in the Privatization Proposals under (a) is more desirable than the corporate value enhancement
measures formulated by the Target Company, reviewing that Privatization Proposal from the perspective of whether it
would secure or enhance the corporate value of the Target Company and the common interests of the Target Company’s
shareholders, and making recommendations or suggestions to the board of directors on whether to approve that
Privatization Proposal. The board of directors also resolved to respect the decisions of the Special Committee to the20greatest extent possible when making decisions related to the above entrusted matters. In the middle of September 2023,
the Special Committee appointed, as independent advisors exclusive to the Special Committee, JP Morgan Securities
Japan Co., Ltd. (“JP Morgan Securities”) as a financial advisor and Shiomizaka as a legal advisor. On September 15,
2023, the Special Committee recommended to the Target Company’s board of directors to conduct a careful review ofthe proposals received from multiple potential investors via 3DIP, given that they are considered bona fide offers as
defined in the Corporate Takeover Guidelines. Additionally, while the Target Company received information from four
companies during the Target Company Information Provision Process, that information was solely related to corporate
value enhancement strategies and does not constitute offers to purchase the Target Company, so that information was
not reviewed by the Special Committee.
From September 2023 to April 2024, KKR continued constructive discussions with the board of directors of theTarget Company, the Special Committee, and the management of the Target Company on business strategies that
contribute to maximizing the corporate value of the Target Company. Given the privatization through tender offer ofthe four listed consolidated subsidiaries of the Target Company (VINX CORP., Cyber COM Co., Ltd., Cybernet
Systems Co., Ltd., and FUJI SOFT SERVICE BUREAU INCORPORATED) announced by the Target Company on
November 8, 2023, the details of the financial results for the fiscal year ended December 2023 announced on February
14, 2024, the Mid-term Business Plan 2028 announced on the same day (“New Mid-term Business Plan”), and thedetails of the discussions to date between the Target Company’s board of directors and the Special Committee, KKR
submitted a non-legally binding proposal that includes the tender offer price on the assumption that the Target Company
Shares will be privatized (“Proposal Dated February 29 Concerning the Target Company Process”) to the Special
Committee on February 29, 2024. KKR proposed a tender offer price of 7,800 to 8,100 yen per Target Company Sharein the Proposal Dated February 29 Concerning the Target Company Process. The tender offer price in the Proposal
Dated February 29 Concerning the Target Company Process includes a premium of 22.83 to 27.56% on the closing
price of the Target Company Shares on the TSE Prime Market on February 28, 2024 (such date being the business day
immediately preceding February 29, 2024) (6,350 yen), 23.87 to 28.63% on the simple average of the closing prices
for the preceding one month (from January 29, 2024 to February 28, 2024) (6,297 yen), 25.81 to 30.65% on the simple
average of the closing prices for the preceding three months (from November 29, 2023 to February 28, 2024) (6,200yen), and 37.61 to 42.91% on the simple average of the closing prices for the preceding six months (from August 29,
2023 to February 28, 2024) (5,668 yen). A premium of 62.67 to 68.93% is given on the closing price on October 2,2023 on which certain news media made speculative reports regarding the Transaction for the Target Company Shares(“Speculative Reporting”) (4,795 yen), a premium of 66.24 to 72.63% is given on the simple average of the closing
prices for the preceding one month (from September 4, 2023 to October 2, 2023) (4,692 yen), a premium of 69.01 to
75.51% is given on the simple average of the closing prices for the preceding three months (from July 3, 2023 to
October 2, 2023) (4,615 yen), and a premium of 75.32 to 82.06% is given on the simple average of the closing prices
for the preceding six months (from April 3, 2023 to October 2, 2023) (4,449 yen). A premium of 204.69 to 216.41% isgiven on the closing price on February 16, 2022 (2,560 yen), which is the business day immediately preceding February
17, 2022 when the news report on the Shareholder Proposal was made, which triggered a fluctuation in the Target
Company’s stock price (2,560 yen), a premium of 213.25 to 225.30% is given on the simple average of the closing
prices for the preceding one month (from January 17, 2022 to February 16, 2022) (2,490 yen), a premium of 195.12 to
206.47% is given on the simple average of the closing prices for the preceding three months (from November 17, 2021
to February 16, 2022) (2,643 yen), and a premium of 181.49 to 192.31% is given on the simple average of the closing
prices for the preceding six months (from August 17, 2021 to February 16, 2022) (2,771 yen).
Subsequently, from early April 2024 to early June 2024, KKR conducted additional analysis of the Target Company’sbusiness, finance, legal affairs, etc., conducted management interviews with the Target Company’s management
regarding its business strategy, and proceeded with considering the acquisition of Target Company Shares. KKR has

21

come to believe that substantial growth of the Target Company is possible by forming a strategic partnership between
the Target Company, which it believes has advanced technology, abundant human capital, and a solid customer base,and KKR, which it believes has abundant human and capital resources, experience in both the IT and real estate fields,
and a global network, by privatizing the Target Company Shares, based on further deepening its understanding of the
New Mid-term Business Plan and the Target Company’s medium- to long-term growth and future vision, in addition
to deepening its understanding of the industry characteristics and growth potential of the domestic SIer market to which
the Target Company belongs, the competitive advantage that the Target Company has established in the domestic SIermarket, the direction of the Target Company’s medium- to long-term growth strategy, and the potential for improving
corporate value and stock value. On June 14, 2024, based on a multifaceted and comprehensive analysis of the Target
Company’s business and financial status, and upon analyzing the value of the Target Company Shares in comparison
with the market share prices and profitability of multiple listed companies that are relatively similar to the Target
Company in terms of business contents, business scale, earnings status, etc., KKR submitted a legally binding final
proposal regarding this matter (“Final Proposal Concerning the Target Company Process”) to the Target Company,
including a description of the tender offer price and the purchase price per Share Option (“Share Option Purchase
Price”), on the basis that the Target Company Shares will be privatized. In the Final Proposal Concerning the Target
Company Process, KKR proposed that the tender offer price be 8,800 yen per Target Company Share, that the Share
Options, including those for which the exercise period has not yet expired, be subject to a tender offer, and that the
Share Option Purchase Price be a price calculated by multiplying the difference between the tender offer price of theTarget Company Shares (8,800 yen) and the exercise price per Share Option by the number of Target Company Shares
which are subject to a Share Option (5th Series of Share Options: 1,067,000 yen, 6th Series of Share Options: 929,600
yen, 7th Series of Share Options: 228,100 yen). The tender offer price in the Final Proposal Concerning the Target
Company Process includes a premium of 30.76% on the closing price of the Target Company Shares on the TSE Prime
Market on June 13, 2024 (such date being the business day immediately preceding June 14, 2024) (6,730 yen), 38.15%
on the simple average of the closing prices for the preceding one month (from May 14, 2024 to June 13, 2024) (6,370yen), 41.55% on the simple average of the closing prices for the preceding three months (from March 14, 2024 to June
13, 2024) (6,217 yen), and 41.16% on the simple average of the closing prices for the preceding six months (fromDecember 14, 2023 to June 13, 2024) (6,234 yen). A premium of 83.52% is given on the closing price on October 2,2023 on which the Speculative Reporting was made (4,795 yen), a premium of 87.55% is given on the simple averageof the closing prices for the preceding one month (from September 4, 2023 to October 2, 2023) (4,692 yen), a premiumof 90.68% is given on the simple average of the closing prices for the preceding three months (from July 3, 2023 to
October 2, 2023) (4,615 yen), and a premium of 97.80% is given on the simple average of the closing prices for thepreceding six months (from April 3, 2023 to October 2, 2023) (4,449 yen). A premium of 243.75% is given on theclosing price on February 16, 2022 (2,560 yen), which is the business day immediately preceding February 17, 2022
when the news report on the Shareholder Proposal was made, which triggered a fluctuation in the Target Company’s
stock price (2,560 yen), a premium of 253.41% is given on the simple average of the closing prices for the preceding
one month (from January 17, 2022 to February 16, 2022) (2,490 yen), a premium of 232.95% is given on the simple
average of the closing prices for the preceding three months (from November 17, 2021 to February 16, 2022) (2,643yen), and a premium of 217.57% is given on the simple average of the closing prices for preceding last six months(from August 17, 2021 to February 16, 2022) (2,771 yen).
Subsequently, on July 5, 2024, KKR was notified by the Target Company that KKR was granted exclusive negotiationrights for the Transaction. After continuing discussions with the Target Company from early July to early August of thesame year regarding practical measures toward the implementation of the Transaction, such as the coordination of thebusiness and financial information of the Target Company necessary for obtaining the Clearance, an agreement wasreached on August 7, 2024 to implement the Transaction by setting the Tender Offer Price of the Target Company
Shares at 8,800 yen per Target Company Share (“Tender Offer Price”) and setting the Share Option Purchase Price at22

a price calculated by multiplying the difference between the Tender Offer Price (8,800 yen) and the exercise price per
Target Company Share for each Share Option by the number of Target Company Shares per Share Option, and on thesame day, the Tender Offeror decided to implement the Tender Offer.
In addition, in parallel with discussions with the Target Company, on July 8, 2024, KKR requested that 3DIP enter
into a tender agreement based on the 3DIP Process Preferential Negotiation Right Agreement, after explaining thevarious terms and conditions of the Tender Offer, including the Tender Offer Price, as well as the details of discussions
that KKR had with the Target Company regarding the enhancement of corporate value, and proposals from KKR. In
response, on August 8, 2024, 3DIP agreed to tender in the Tender Offer and entered into the 3DIP Tender Agreementwith the Tender Offeror on the same day on the basis that the Target Company’s board of directors resolved to express
its opinion to support the Tender Offer, such expression of opinion has been made public, and such expression of
opinion has not been changed or withdrawn (for details, please refer to “(I) 3DIP Tender Agreement” in “(6) Matters
Concerning Material Agreements relating to the Tender Offer” below). In addition, in parallel with discussions with theTarget Company, on July 8, 2024, KKR requested that Farallon enter into a tender agreement, after explaining thevarious terms and conditions of the Tender Offer, including the Tender Offer Price, as well as the details of discussions
that KKR had with the Target Company regarding the enhancement of corporate value, and proposals from KKR. In
response, on August 8, 2024, Farallon agreed to tender in the Tender Offer and entered into the Farallon Tender
Agreement with the Tender Offeror on the same day on the basis that the Target Company’s board of directors resolved
to express its opinion to support the Tender Offer, such expression of opinion has been made public, and such expressionof opinion has not been changed or withdrawn (for details, please refer to “(II) Farallon Tender Agreement” in “(6)Matters Concerning Material Agreements relating to the Tender Offer” below). At the time of entering into the Tender
Agreements, the Tender Offeror had expected to set the minimum number of shares to be purchased at 42,142,900
shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror decided to commence theTender Offer from September 5, 2024, with the minimum number of shares to be purchased set at 33,658,500 shares(Ownership Ratio: 53.22%), and on September 4, 2024, the Tender Offeror obtained the agreement of each Tendering
Shareholder to tender the Planned Tender Shares under each Tender Agreement regardless of any change to theminimum number of shares to be purchased.
Subsequently, on August 26, 2024, the Tender Offeror informed the Target Company that that based on expectations
for the Procedures in Response to Vietnamese Authorities, the Tender Offeror will commence the Tender Offer from
September 5, 2024. Furthermore, on August 30, 2024, the Tender Offeror informed the Target Company that (i) theprocedures in response to the authorities, except for the Foreign Exchange Act Procedures and the Procedures in
Response to Vietnamese Authorities, have been completed; (ii) in relation to condition 11 of the Conditions Precedent,
the Tender Offeror will waive the condition of the completion of acquisition of the Clearance related to the Foreign
Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities; and (iii) on the premise that theConditions Precedent are satisfied (or waived by the Tender Offeror), the Tender Offeror planned to commence theTender Offer from September 5, 2024. Then, as the Tender Offeror confirmed that all of the Conditions Precedent(excluding the completion of acquisition of Clearance related to the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities) have been satisfied as stated in “(1) Outline of the Tender Offer”
above and it determined that the Tender Offer is ready to commence, and the Tender Offeror waived the Conditions
Precedent relating to completion of acquisition of Clearance related to the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities (condition 11), the Tender Offeror decided today to commence theTender Offer from September 5, 2024. As the Tender Offeror believes that there is no particular change in the factors
considered in determining the Tender Offer Price, even taking into account the situation from August 8, 2024, on which
the Tender Offeror Press Release dated August 8, 2024 was published, to today, the Tender Offeror determined that
there is no need to change the Tender Offer Price decided on August 8, 2024.

23

Furthermore, on August 26, 2024, the Tender Offeror informed the Target Company that in light of the fact that thestatutory waiting period under the Foreign Exchange and Foreign Trade Act had been shortened, and there was a
possibility that approval for the Share Acquisition could be obtained during the Tender Offer Period, and in light of thefact that the period until notification was accepted by the Vietnam National Competition Commission and the initial
30-day review period could be shortened, there was a possibility that approval for the Share Acquisition could beobtained during the Tender Offer Period, and thus the Tender Offer Period was set at 20 business days, the statutory
minimum. Subsequently, the Tender Offeror received a communication from the Target Company today, that, on theassumption that the Tender Offer Period will be 30 business days or more, at the board of directors meeting held today,
the Target Company resolved to express its support for the Tender Offer again and to recommend its shareholders andShare Options Holders to tender their Target Company Securities in the Tender Offer, and that in the event the Tender
Offer Period is not set at 30 business days or more, to make a request for an extension of the purchase period as provided
for in Article 27-10, Paragraph 2, Item 2 of the Act. As a result, the Tender Offeror decided to set the Tender Offer
Period at 30 business days.
(III)

Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender Offer

According to the Target Company Press Release, the decision-making process and reasons for the Target Company’s
support of the Tender Offer are as follows.
(i) Background of Establishment of Examination Framework
As stated in “(II) Discussion Between the Tender Offeror and the Target Company and 3DIP, and the Process ofDecision-making by the Tender Offeror, etc.” above, in early August 2023, although the Target Company had notconcluded that taking the Target Company Shares private was the best measure to enhance its corporate value, in orderto more seriously consider a transaction to take the Target Company Shares private, based on the recognition of theneed to compare and consider all possible options to enhance its corporate value, it carried out the Target Company
Information Provision Process with the aim of providing information related to enhancing its corporate value to multiple
potential investors it had invited and it provided those potential investors with the opportunity to conduct due diligencenecessary for examining measures to enhance its corporate value and arranged meetings with its directors andmanagement. Specifically, the Target Company provided certain information to multiple PE funds with extensive
experience both domestically and internationally, including KKR, and requested information on their proposed
measures to enhance the corporate value of the Target Company. The Target Company then received information fromeach PE fund regarding its measures to enhance the corporate value of the Target Company.
Additionally, in late August 2023, at the request of 3DIP, a shareholder of the Target Company, the Target Company
received August 2023 Privatization Proposals from multiple PE funds, including KKR, regarding taking the Target
Company Shares private. Even though those proposals were not solicited by the Target Company, the Target Company
determined that it was necessary to sincerely consider those proposals while ensuring fairness and transparency in thereview process in light of the Corporate Takeover Guidelines. Therefore, in the resolution of the meeting of the boardof directors dated September 12, 2023, the Target Company decided to establish the Special Committee, composed of
six independent outside directors (Hikari Imai, Tomoko Aramaki, Takao Tsuji, Hidetaka Nishina, Yuya Shimizu, andShintaro Ishimaru), with greater authority than the aforementioned Independent Directors WG.
The matters entrusted to the Special Committee (“Entrusted Matters”) are as set out below, and the board of directorsof the Target Company has resolved to make decisions regarding those matters with the utmost respect for thejudgement of the Special Committee regarding the following entrusted matters (for details of the authority of the Special
Committee, see “(IV) Establishment of an Independent Special Committee by the Target Company and Obtaining aReport from the Special Committee” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures
to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest below).

24

(a)

Compare and review the Target Company’s corporate value enhancement measures with thecorporate value enhancement measures proposed by the acquirers in their proposals to take the Target
Company Shares private (in this Entrusted Matter, the “Privatization Proposals”) from the perspectiveof whether they would secure or enhance the corporate value of the Target Company and the common
interests of the Target Company’s shareholders, and make recommendations or suggestions to theboard of directors on which proposal is preferable(b)

If the Special Committee determines that the corporate value enhancement measures proposed by an
acquirer in the Privatization Proposals under (a) is more desirable than the corporate valueenhancement measures formulated by the Target Company, review that Privatization Proposal fromthe perspective of whether it would secure or enhance the corporate value of the Target Company andthe common interests of the Target Company’s shareholders, and make recommendations orsuggestions to the board of directors on whether to approve that Privatization Proposal

Based on the above, in the middle of September 2023, the Special Committee appointed, as independent advisors
exclusive to the Special Committee, JP Morgan Securities as the financial advisor and Shiomizaka as a legal advisor.
Following that, on September 15, 2023, the Special Committee recommended to the board of directors of the Target
Company that the proposals received from the PE funds regarding taking the Target Company Shares private beconsidered bona fide offers under the Corporate Takeover Guidelines and be given sincere consideration. Under theabove structure, the Target Company proceeded with formulating a new medium-term management plan from the
middle of September 2023 to late February 2024 with the aim of maximizing its corporate value as a listed company.
That plan incorporated various measures reviewed by the Corporate Value Committee. At the same time, taking into
consideration discussions within the Special Committee and advice from the Target Company’s advisors, the Target
Company compared the corporate value enhancement measures proposed by the PE funds for taking the Target
Company private with the corporate value enhancement measures expected to be realized through the new mediumterm management plan as a listed company. Through that process, the Target Company identified and evaluated options
to maximize its corporate value. During that process, the Target Company’s executives conducted Q&A sessions witheach PE fund regarding their management policies and business strategies after the Target Company is taken private.
The Target Company also provided certain information to some of the PE funds and engaged in discussions based on
the results of those exchanges of information. Through those review processes, the Target Company deepened its
understanding of each proposal and refined its evaluation of the proposals.
Additionally, based on the February 29 Company Process Proposal, the Special Committee submitted a written
opinion to the board of directors of the Target Company on April 9, 2024. That opinion stated that the proposal to takethe Target Company private is a plan worth actively considering for the Target Company as it has the advantage ofbeing able to address and mitigate the issues and concerns faced by the Target Company if the Target Company
continues to be listed. The Special Committee requested that the privatization be carefully considered as an excellent
option. Following that, the Target Company conducted interviews with three PE funds, including KKR, that havesubmitted proposals. They reviewed the proposals for taking the Target Company private while considering futurebusiness strategies.
Subsequently, from early to late June 2024, the Target Company received legally binding letters of intent from two
PE funds, including KKR, and a non-binding letter of intent from one PE fund. After carefully considering those lettersof intent, in light of the contents of the written opinion submitted by the Special Committee to the board of directors
on June 28, 2024 (“June 28 Opinion”), the Target Company concluded in the middle of July 2024 that the most crucial
issue for advancing the Target Company’s management is to restructure the shareholder composition. The Target
Company concluded that the best means to achieve this is the accept the PE funds’ proposals and it decided to proceed25

with discussions with KKR, which offered the highest proposed price among the proposals. Based on thoseconsiderations, the Target Company concluded that KKR is the optimal potential partner to promote the medium- tolong-term enhancement of the Target Company’s corporate value, including taking the Target Company private. On
July 5, 2024, following a request from the Tender Offeror to discuss the Transaction, the Target Company decided toproceed with discussions with KKR to execute the Transaction.
(ii) Background of Examinations and Negotiations
Since establishing the above examination framework, the Target Company has engaged in multiple discussions andnegotiations with KKR, based on the negotiation policies and the opinions, instructions, and requests on importantmatters provided in advance by the Special Committee. The Target Company received a report from SMBC Nikko
Securities regarding an analysis of the fair value of the Target Company’s shares, advice on negotiation policies with
the Tender Offeror, and other financial advice. Mori Hamada & Matsumoto also provided advice on measures to ensure
the fairness of the procedures in the Transaction and other legal advice. Based on that advice, the Target Company had
numerous discussions and evaluations with KKR. Specifically, on September 4, 2023, the Target Company received
from 3DIP non-binding written proposals that were submitted to 3DIP from three potential investors that were granted
the 3DIP Process Preferential Negotiation Right including KKR. Among those, the 3DIP Process Proposal submitted
by KKR set the tender offer price at 6,400 yen per share of the Target Company Shares. The tender offer price in the
3DIP Process Proposal represents a premium of 41.59% over the closing price of the Target Company Shares on thePrime Market of the TSE on August 17, 2023, which is the business day immediately preceding August 18, 2023, when
KKR submitted the 3DIP Process Proposal to 3DIP, (4,520 yen), a premium of 37.28% over the simple average closing
price for the most recent one month (July 18, 2023 to August 17, 2023) (4,662 yen), a premium of 39.59% over thesimple average closing price for the most recent three months (May 18, 2023 to August 17, 2023) (4,585 yen), and a
premium of 49.05% over the simple average closing price for the most recent six months (February 20, 2023 to August17, 2023) (4,294 yen). That price also represents a premium of 150.00% over the closing price on February 16, 2022
(2,560 yen), which is the business day immediately preceding February 17, 2022, which is the date on which the
Shareholder Proposal was reported, which triggered a fluctuation in the Target Company’s share price, and a premiumof 157.03% over the simple average closing price for the most recent one month (January 17, 2022 to February 16,2022) (2,490 yen), a premium of 142.15% over the simple average closing price for the most recent three months(November 17, 2021 to February 16, 2022) (2,643 yen), and a premium of 130.96% over the simple average closing
price for the most recent six months (August 17, 2021 to February 16, 2022 (2,771 yen). As described in “(i)Background of Establishment of Examination Framework” above, the Target Company determined that it wasnecessary to sincerely consider the written proposals from the three potential investors that were granted 3DIP Process
Preferential Negotiation Right, including the 3DIP Process Proposal submitted by KKR, while ensuring fairness andtransparency in the examination process in light of the Corporate Takeover Guidelines. Consequently, in the resolutionof the meeting of the board of directors dated September 12, 2023, the Target Company decided to establish the Special
Committee and entrusted to the Special Committee the review of the entrusted matters set out in “(i) Background of
Establishment of Examination Framework” above. On September 15, 2023, the Special Committee also recommended
that the board of directors of the Target Company give sincere consideration to the above proposal, stating that itconstituted a bona fide offer under the Corporate Takeover Guidelines. The Target Company examined the written
proposals from the three potential investors that were granted 3DIP Process Preferential Negotiation Right, including
the 3DIP Process Proposal submitted by KKR, from the perspective of whether they will enhance the Target Company’s
corporate value and promote the interests of the shareholders, as well as the feasibility of the proposals, and from early
October to early November 2023, the Target Company had discussions with the potential investors as necessary,
including questions and answers sessions, to review the contents of each proposal. On the other hand, as the Target
Company had not concluded at that time that a transaction to take the Target Company Shares private would be the best
measure to enhance its corporate value, the Target Company decided to continue comparing and evaluating options to26

enhance its corporate value, including taking the Target Company Shares private, based on the evaluation of the various
proposals through the review process.
Additionally, on August 4, 2023, the Target Company invited four companies including KKR to participate in theTarget Company Information Provision Process and granted four companies including KKR, which accepted that
invitation, the opportunity to conduct due diligence from early August to early September 2023. Following that, on
September 8, 2023, the Target Company received information from four companies, including KKR, that participatedin the Target Company Information Provision Process. Of those, the Target Company received from KKR information
on a privatization transaction with a tender offer price of 6,800–7,200 yen per share of the Target Company Shares. The
tender offer price in the Target Company Process Information Provision Form represents a premium of 52.64–61.62%
over the closing price of the Target Company Shares on the Prime Market of the TSE on September 7, 2023, which isthe business day immediately preceding September 8, 2023 (4,455 yen), a premium of 50.68–59.54% over the simple
average closing price for the most recent one month (August 8, 2023 to September 7, 2023) (4,513 yen), a premium of
48.47–57.21% over the simple average closing price for the most recent three months (June 8, 2023 to September 7,2023) (4,580 yen), and a premium of 56.57–65.78% over the simple average closing price for the most recent six
months (March 8, 2023 to September 7, 2023) (4,343 yen). That price also represents a premium of 165.63–181.25%
over the closing price on February 16, 2022 (2,560 yen), which is the business day immediately preceding February 17,
2022, which is the date on which the Shareholder Proposal was reported, which triggered a fluctuation in the Target
Company’s share price and a premium of 173.09–189.16% over the simple average closing price for the most recent
one month (January 17, 2022 to February 16, 2022) (2,490 yen), a premium of 157.28–172.42% over the simple averageclosing price for the most recent three months (November 17, 2021 to February 16, 2022) (2,643 yen), and a premiumof 145.40–159.83% over the simple average closing price for the most recent six months (August 17, 2021 to February
16, 2022) (2,771 yen). Following that, the Target Company received from KKR the February 29 Company Process
Proposal, which was addressed to the Special Committee and proposed a tender offer price of 7,800–8,100 yen per
share of the Target Company Shares. The tender offer price in the February 29 Company Process Proposal represents(a) a premium of 22.83–27.56% over the closing price of the Target Company Shares on the Prime Market of the TSE
on February 28, 2024, which is the business day immediately preceding February 29, 2024 (6,350 yen), a premium of
23.87–28.63% over the simple average closing price for the most recent one month (January 29, 2024 to February 28,2024) (6,297 yen), a premium of 25.81–30.65% over the simple average closing price for the most recent three months(November 29, 2023 to February 28, 2024) (6,200 yen), and a premium of 37.61–42.91% over the simple averageclosing price for the most recent six months (August 29, 2023 to February 28, 2024) (5,668 yen), (b) a premium of
62.67–68.93% over the closing price on October 2, 2023 (4,795 yen), which is the date on which the Speculative Media
Reports were made, and a premium of 66.24–72.63% over the simple average closing price for the most recent one
month (September 4, 2023 to October 2, 2023) (4,692 yen), a premium of 69.01–75.51% over the simple averageclosing price for the most recent three months (July 3, 2023 to October 2, 2023) (4,615 yen), and a premium of 75.32–
82.06% over the simple average closing price for the most recent six months (April 3, 2023 to October 2, 2023) (4,449yen), and (c) a premium of 204.69–216.41% over the closing price on February 16, 2022 (2,560 yen), which is thebusiness day immediately preceding February 17, 2022, which is the date on which the Shareholder Proposal was
reported, which triggered a fluctuation in the Target Company’s share price, and a premium of 213.25–225.30% overthe simple average closing price for the most recent one month (January 17, 2022 to February 16, 2022) (2,490 yen), a
premium of 195.12–206.47% over the simple average closing price for the most recent three months (November 17,
2021 to February 16, 2022) (2,643 yen), and a premium of 181.49–192.31% over the simple average closing price forthe most recent six months (August 17, 2021 to February 16, 2022) (2,771 yen).
It should be noted that the initial information provided by the four companies in the Target Company Information
Provision Process was solely related to strategies for enhancing the corporate value of the Target Company and did not27

constitute offers to acquire the Target Company. Therefore, those were not considered acquisition offers by the Target
Company and the Special Committee.
Following that, from early to late June 2024, the Target Company received binding letters of intent from two PE
funds, including KKR, and a non-binding letter of intent from one PE fund. The Target Company continued to review
the proposals received in the 3DIP Process from the three potential investors granted 3DIP Process Preferential
Negotiation Right, including 3DIP Process Proposal. However, aside from KKR, the other two potential investors
lacked experience in taking companies of a similar market capitalization to the Target Company private. Moreover,their proposed prices were not more favorable than the other two proposals, including that of KKR. As a result, theTarget Company decided to focus its review on the proposals from the two companies, including KKR. While
conducting that review, the Target Company received the above-mentioned letters of intent from the two companies,
including KKR, that had also participated in the Target Company Information Provision Process, so the Target Company
decided to discontinue its review of the 3DIP Process Proposal and instead focus on examining the contents of theletters of intent received from the three companies. Of those, the Target Company received from KKR on June 14, 2024
the Final Proposal Concerning the Target Company Process, which includes statements on conditions such as the tender
offer price and the Share Option Purchase Price conditioned on the Target Company Shares being taken private, which
specifically proposed a tender offer price of 8,800 yen per share of the Target Company Shares. KKR also included all
Share Options, including those whose exercise periods had not yet commenced, in the tender offer. KKR proposed that
the Share Option Purchase Price be the amount obtained by multiplying the difference between the tender offer priceper share of the Target Company Shares (8,800 yen) and the exercise price per Share Option by the number of theTarget Company Shares underlying each Share Option. The proposed Share Option Purchase Prices were 1,067,000
yen for the Fifth Series Share Options, 929,600 yen for the Sixth Series Share Options, and 228,100 yen for the Seventh
Series Share Options. The tender offer price in the Final Proposal Concerning the Target Company Process represents(a) a premium of 30.76% over the closing price of the Target Company Shares on the Prime Market of the TSE on June
13, 2024, which is the business day immediately preceding June 14, 2024 (6,730 yen), a premium of 38.15% over thesimple average closing price for the most recent one month (May 14, 2024 to June 13, 2024) (6,370 yen), a premiumof 41.55% over the simple average closing price for the most recent three months (March 14, 2024 to June 13, 2024)(6,217 yen), and a premium of 41.16% over the simple average closing price for the most recent six months (December
14, 2023 to June 13, 2024) (6,234 yen), (b) a premium of 83.52% over the closing price on October 2, 2023 (4,795yen), which is the date on which the Speculative Media Reports were made, and a premium of 87.55% over the simple
average closing price for the most recent one month (September 4, 2023 to October 2, 2023) (4,692 yen), a premiumof 90.68% over the simple average closing price for the most recent three months (July 3, 2023 to October 2, 2023)(4,615 yen), and a premium of 97.80% over the simple average closing price for the most recent six months (April 3,
2023 to October 2, 2023) (4,449 yen), and (c) a premium of 243.75% over the closing price on February 16, 2022
(2,560 yen), which is the business day immediately preceding February 17, 2022, which is the date on which the
Shareholder Proposal was reported, which triggered a fluctuation in the Target Company’s share price, and a premiumof 253.41% over the simple average closing price for the most recent one month (January 17, 2022 to February 16,2022) (2,490 yen), a premium of 232.95% over the simple average closing price for the most recent three months(November 17, 2021 to February 16, 2022) (2,643 yen), and a premium of 217.57% over the simple average closing
price for the most recent six months (August 17, 2021 to February 16, 2022) (2,771 yen). Following that, in light of thecontents of the June 28 Opinion and the acquisition proposal submitted in the 3DIP Process Proposal, after carefully
considering the letter of intent it received, the Target Company concluded in the middle of July 2024 that the most
crucial issue for advancing the Target Company’s management is to restructure the shareholder composition. The Target
Company concluded that accepting proposals from the PE funds was the best means to achieve this and it decided toproceed with discussions with KKR, which was the PE fund that offered the highest price. Based on these considerations,while further discussions with KKR are necessary, including following privatization, regarding the implementation of28

specific measures to realize synergies and reduce dis-synergies if the Target Company becomes a wholly-owned
subsidiary of the Tender Offeror, the Target Company concluded that KKR is the optimal partner to promote themedium- to long-term enhancement of the Target Company’s corporate value, including taking the Target Company
private. On July 5, 2024, following a request from the Tender Offeror to discuss the Transaction, the Target Company
decided to proceed with discussions with KKR to execute the Transaction.
Following that, on July 5, 2024, the Target Company decided to grant KKR a right of first refusal for the Transaction.
After the board of directors of the Target Company and the Special Committee had continuous discussions with KKR
aimed at executing the Transaction, the Target Company reached an agreement with KKR on August 7, 2024. The
Tender Offer Price was 8,800 yen per share of the Target Company Shares, and the Share Option Purchase Price wasdetermined by multiplying the difference between the Tender Offer Price (8,800 yen) and the exercise price per shareof each Share Option by the number of the Target Company Shares underlying each Share Option.
Further, on July 26, 2024, the Target Company received a non-binding proposal related to a Privatization Proposal
from Bain Capital Private Equity L.P. (“Bain Capital”) that offered a tender offer price that exceeded the Tender Offer
Price (“July 26 Bain Capital Written Proposal,” and the proposal in the July 26 Bain Capital Written Proposal, the “July
26 Bain Capital Proposal). In response, the Target Company received an explanation from Bain Capital regarding theJuly 26 Bain Capital Proposal, and at the same time, it confirmed KKR’s stance in light of the July 26 Bain Capital
Proposal and it checked with 3DIP to ascertain 3DIP’s intention regarding the July 26 Bain Capital Proposal. The
Special Committee conducted a thorough examination of the July 26 Bain Capital Written Proposal. That examination
involved receiving an explanation of the contents of the July 26 Bain Capital Written Proposal from the Target Company,
discussing the response policy while receiving professional advice from the advisors it has engaged, holding meetings
with both KKR and Bain Capital, communicating through the Target Company to confirm 3DIP’s stance on the July
26 Bain Capital Written Proposal, and carefully deliberating on the policy on how to respond to the July 26 Bain Capital
Written Proposal based on those meetings and confirmations. As a result, considering that the July 26 Bain Capital
Proposal was a non-binding proposal, the likelihood of Bain Capital obtaining 3DIP’s consent to participate in theTender Offer was unclear, and that 3DIP judged the proposal pertaining to the Final Proposal Concerning the Target
Company Process by KKR to be superior to the July 26 Bain Capital Proposal, the Special Committee concluded thatthe feasibility of the July 26 Bain Capital Proposal was questionable. On August 4, 2024, the Special Committee
submitted a written opinion to the board of directors of the Target Company (“August 4 Opinion”) stating that there
were no circumstances sufficient to alter the opinion it submitted on June 28, 2024. Taking into consideration thecontents of the August 4 Opinion submitted by the Special Committee, the Target Company carefully examined theJuly 26 Bain Capital Proposal from the perspective of the feasibility of the acquisition and other factors. The
examination revealed that the July 26 Bain Capital Proposal is not legally binding, requires a certain period andnegotiations with financial institutions for the submission of a legally binding proposal, and raises doubts about thecertainty of financing. Additionally, the Tender Offeror is already expected to enter into the Tender Agreement with
3DIP and Farallon, which are major shareholders, and 3DIP has no intention of changing this policy. Taking thesefactors into account, from the perspective of enhancing the corporate value of the Target Company and securing theinterests of the shareholders, the Target Company concluded that the Final Proposal Concerning the Target Company
Process made by KKR on August 5, 2024 remains the best proposal.
On August 7, 2024, the Target Company was contacted by Bain Capital, which indicated its intention to conduct due
diligence with the aim of making a proposal to maximize the Target Company’s corporate value. The Target Company
carefully considered whether to proceed with the due diligence based on that request and, on August 20, 2024, the boardof directors of the Target Company received an opinion from the Special Committee stating that it would be appropriate
to grant Bain Capital the opportunity to conduct due diligence from the perspective of securing and enhancing corporate
value and the common interests of the shareholders. Following that, the board of directors of the Target Company

29

decided to grant Bain Capital the opportunity to conduct due diligence. Based on that policy, since August 23, 2024,
the Target Company has been disclosing to Bain Capital the information necessary for due diligence (the same
information as that disclosed to other PE Funds, including KKR), with a deadline set for September 20, 2024.
Additionally, the Target Company requested that Bain Capital submit a Highly Confident Letter from a financial
institution and documentation proving its equity financing capacity by August 30, 2024. Subsequently, on August 30,
2024, the board of directors of the Target Company and the Special Committee received supplementary explanatory
materials from Bain Capital regarding the July 26 Bain Capital Written Proposal (the “Supplementary Explanatory
Materials dated August 30, 2024”) as well as an Equity Commitment Letter (however, the financing pursuant to theEquity Commitment Letter is subject to conditions, including the execution of a valid tender offer agreement between
Bain Capital and the Target Company, the commencement and completion of a tender offer following the satisfaction
or waiver of the conditions precedent set out in the tender offer agreement, and the raising of debt financing at aroundthe same time, and final approval from an investment committee) (with respect to the Equity Commitment Letter, it
was received once more on September 4, 2024). Having received those supplementary explanatory materials, from theviewpoint of not arbitrarily eliminating the possibility of counterproposals being realized, the Target Company decided
to continue granting Bain Capital the opportunity to conduct the aforementioned due diligence. According to the
Supplementary Explanatory Materials dated August 30, 2024, Bain Capital is in good faith negotiations with the Target
Company’s shareholders—Mr. Hiroshi Nozawa, Ms. Chieko Nozawa, and NFC Corporation (collectively, the“Founding Family Shareholders”)—towards the conclusion of various agreements necessary for the privatizationtransaction proposed by Bain Capital. Additionally, Bain Capital has agreed with the Founding Family Shareholders
that until December 31, 2024, the Founding Family Shareholders will refrain from engaging in any actions with parties
other than Bain Capital that would or are likely to compete with, contradict, or conflict with the series of transactions
related to Bain Capital taking the Target Company private. The Special Committee noted that Mr. Satoyasu Sakashita,
the Company’s Representative Director (“Mr. Sakashita”), is related by marriage to the Founding Family Shareholders.
Given that agreement, Mr. Sakashita might be deemed to have a special interest in both the Tender Offer proposed by
the Tender Offeror and the privatization transaction proposed by Bain Capital. Therefore, the Special Committee
requested that Mr. Sakashita completely abstain from participating in any discussions or decisions of the Target
Company’s board of directors regarding the Transaction and refrain from participating in any review, discussions, or
negotiations with the Tender Offeror and Bain Capital on behalf of the Target Company. The Target Company agreed
to that request. Based on that decision, Mr. Sakashita has not participated in any discussions or decisions of the Target
Company’s board of directors regarding the Transaction, in any reviews related to the Transaction, or in any discussions
or negotiations with the Tender Offeror and Bain Capital since September 2, 2024. The Target Company's executives
have been confirming with Bain Capital and the Founding Family Shareholders and Nomura Securities Co., Ltd., its
financial advisor, the specific terms of the agreement between Bain Capital and the Founding Family Shareholders.
However, no answer has been obtained that clarifies the details at this time.
Furthermore, on September 3, 2024, Bain Capital announced the "Notice of Submission of Proposal for Tender Offer
for FUJI SOFT INCORPORATED (Securities Code: 9749) by Bain Capital". The Target Company considered the
proposal from Bain Capital to be a sincere proposal, and is conducting an appropriate and fair process for candidates
including Bain Capital and KKR, but as of today, Bain Capital has not submitted a legally binding proposal to theTarget Company. The Target Company and the Special Committee plan to carefully and sincerely consider if a legallybinding proposal is made by Bain Capital.
During the above review and negotiation process, the Special Committee was regularly informed by the Target
Company and its financial advisor and it actively participated in the negotiation process by providing its opinions on
the terms of the Tender Offer. Additionally, during the negotiations with KKR and Bain Capital, the Target Company
adhered to the negotiation policy deliberated and decided upon by the Special Committee. Each time the Target

30

Company received a response from KKR and Bain Capital, it immediately reported to the Special Committee and acted
according to its instructions.
In the course of those discussions and evaluations, the Target Company obtained a share valuation report from SMBC
Nikko Securities dated August 7, 2024 (“Share Valuation Report (SMBC Nikko Securities)”) (for an overview of thatshare valuation report, see “(II) Share Valuation Report Obtained by the Target Company from an Independent ThirdParty Appraiser” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairnessof the Tender Offer Price and Measures to Avoid Conflicts of Interest” below). Additionally, the Target Company
received necessary legal advice from Mori Hamada & Matsumoto regarding the decision-making process of the boardof directors, including the Transaction, and other noteworthy points. The Special Committee also submitted the Report
dated August 7, 2024 (for the specific details of that report and the activities of the Special Committee, see “(IV)
Establishment of an Independent Special Committee by the Target Company and Obtaining a Report from the Special
Committee” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of
the Tender Offer Price and Measures to Avoid Conflicts of Interest” below).
(iii) Content of Decision
Under the above circumstances, at the meeting of the board of directors held on August 8, 2024, the Target Company
carefully discussed and examined the terms of the Transaction. This was done by considering the details of the Share
Valuation Report (SMBC Nikko Securities) and the legal advice received from Mori Hamada & Matsumoto and byrespecting to the utmost the contents of the Report dated August 7, 2024 obtained from the Special Committee. As aresult, as explained below, the Target Company has determined that the Tender Offer Price is a reasonable price that
ensures the benefits that should be enjoyed by its general shareholders, providing an opportunity for its generalshareholders to sell their shares at a price with an appropriate premium.
(A) As stated in “(ii) Background of Examinations and Negotiations” above, that price is the highest priceamong the legally binding proposal prices submitted by multiple PE funds.
(B) That price was agreed upon by the Target Company after measures were taken to ensure the fairness ofthe conditions of the Transaction including the Tender Offer Price as stated in “(3) Measures to Ensure
the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Priceand Measures to Avoid Conflicts of Interest” below, and with the involvement of the Special Committee.
(C) That price exceeds the valuation range of the Target Company Shares calculated by the market pricemethod and the comparable listed company method, as indicated in the Share Valuation Report (SMBC
Nikko Securities) mentioned in “(a) Share Valuation Report Obtained by the Target Company from an
Independent Third-Party Appraiser” in in “(3) Measures to Ensure the Fairness of the Tender Offer
Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflictsof Interest” below. Further, the price falls within the valuation range calculated using the DCF Method(as defined in “(a) Share Valuation Report Obtained by the Target Company from an Independent ThirdParty Appraiser” in in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to
Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below).
(D) That price and the other conditions of the Tender Offer are considered reasonable as indicated in theReport dated August 7, 2024 obtained from the Special Committee as described in “(IV) Establishmentof an Independent Special Committee by the Target Company and Obtaining a Report from the Special
Committee” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure
the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.

31(E) The Tender Offer Period is set at 30 business days, which is longer than the statutory minimum of 20
business days, thereby providing the Target Company’s shareholders and the Share Options Holders
with an opportunity to make an appropriate decision regarding their participation in the Tender Offer.
That extended period also ensures that other persons have an opportunity to make offers to purchase
the Target Company Shares.
(F) Although the lower limit of the Tender Offer does not meet the majority of minority threshold for thenumber of shares to be purchased, sufficient fairness measures have been implemented in theTransaction. Therefore, the fact that the lower limit for the number of shares to be purchased is not set
at the majority of minority threshold does not compromise the fairness of the Tender Offer.
(G) In the Transaction, the money to be delivered to the shareholders as consideration upon the
consolidation of shares is to be calculated to equal the Tender Offer Price multiplied by the number ofshares owned by each shareholder (excluding the Target Company). This arrangement ensures that thegeneral shareholders have an opportunity to make an appropriate decision on whether to tender theirshares in the Tender Offer, thereby preventing any undue pressure.
Additionally, with the support of KKR, which has extensive experience in investing in companies both in and outsideof Japan as well as knowledge and networks, the Target Company believes it is possible to increase the feasibility ofenhancing its medium- to long-term corporate value by strengthening the implementation of its business strategy.
The Target Company believes that by going private through the Tender Offer, it can secure a stable shareholder
structure and strive towards the realization of the new medium-term management plan, thereby enhancing the feasibilityof the plan and increasing the likelihood of achieving its goals.
Going forward, the Target Company anticipates receiving alliance support in various fields based on strategic new
business areas and technological trends, as well as support for the execution of M&As and PMIs. However, the Target
Company plans to conduct specific negotiations with KKR after the completion of the Tender Offer and finalize thedetails following that.
It should be noted that the potential disadvantages of taking the Target Company Shares private include the impact
on society’s trust in the Target Company, especially a loss of confidence among the Target Company’s customers,
effects on recruitment, and impacts on employees (such as decreased motivation). However, the Target Company
believes that appropriate measures can be put in place to address each of those issues, thereby limiting the impact onmanagement. The Target Company anticipates that the benefits of going private will outweigh those disadvantages.
Based on the above, the Target Company resolved at a meeting of its board of directors held on August 8, 2024 toexpress its support for the Tender Offer as its opinion as of the same day and to recommend that the Target Company’s
shareholders and Share Options Holders tender their Target Company Securities in the Tender Offer, if the Tender Offer
has commenced.
Subsequently, on August 26, 2024, the Target Company was informed by the Tender Offeror that based on
expectations for the Procedures in Response to Vietnamese Authorities, the Tender Offeror will commence the Tender
Offer from September 5, 2024. Furthermore, on August 30, 2024, the Target Company was informed by the Tender
Offeror that (i) the procedures in response to the authorities, except for the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities, have been completed; (ii) in relation to condition 11 of theConditions Precedent, the Tender Offeror will waive the condition of the completion of acquisition of the Clearance
related to Foreign Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities; and (iii) on

32

the premise that the Conditions Precedent are satisfied (or waived by the Tender Offeror), the Tender Offeror planned
to commence the Tender Offer from September 5, 2024.
Upon receiving such communication, the Target Company asked the Special Committee to examine whether there isany change to the Report dated August 7, 2024 submitted by the Special Committee to the board of directors of theTarget Company dated August 7, 2024 and to inform the Target Company’s board of directors of either the nonexistence of a change in the prior opinion or to provide the opinion after any change.
As a result of the Special Committee reviewing the information and materials concerning this matter since August 8,
2024, the contents of the Supplementary Explanatory Materials dated August 30, 2024, and the intentions of Bain
Capital and KKR, and while receiving the expert advice of each advisor appointed by the Special Committee, theSpecial Committee held careful and timely discussions based on the information it had obtained, and the Target
Company received submission of the Report dated September 4, 2024 (for details on the specific contents of the report
and the activities of the Special Committee, please refer to “(IV) Establishment of an Independent Special Committeeby the Target Company and Obtaining a Report from the Special Committee” in “(3) Measures to Ensure the Fairnessof the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid
Conflicts of Interest” below).
As a result of carefully reviewing the terms and conditions of the Tender Offer, including the commencement dateand Tender offer Period, while respecting the contents of the Report dated September 4, 2024 submitted by the Special
Committee to the fullest extent, the Target Company determined that because the Transaction will contribute to theenhancement of the Target Company’s corporate value, and is the beast measure at present to ensure the common
interest of shareholders, there were no factors necessitating that it change its opinion on the Tender Offer as of August
8, 2024, even as of today.
Furthermore, in relation to Bain Capital’s proposal, the Target Company has determined that, taking into
consideration the factors set out in the Report dated September 4, 2024, as stated in “(IV) Establishment of an
Independent Special Committee by the Target Company and Obtaining a Report from the Special Committee” in “(3)Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer
Price and Measures to Avoid Conflicts of Interest” below, as there are no factor that would change the assessment that
as of today, the Transaction by KKR is superior to the proposal by Bain Capital in terms of feasibility, and for thisreason, there are no factors that would change its opinion regarding the Tender Offer as of August 8, 2024.
In addition the Target Company was informed by the Tender Offeror on August 26, 2024 that the Tender Offeror
would set the minimum number of shares to be purchased such that the number of voting rights of the Target Company
held by the Tender Offeror after the Tender Offer would be equal to or more than 57.97% of the total voting rights of
the Target Company. Thereafter, the Target Company was informed by the Tender Offeror on August 30, 2024 that theTender Offeror would set the minimum number of shares to be purchased such that the number of voting rights of theTarget Company held by the Tender Offeror after the Tender Offer would be equal to or more than 53.22% of the total
voting rights of the Target Company. While the setting of such minimum number increases the likelihood of the Tender
Offer being successful, it is also possible that, in theory, the Target Company will not be taken private despite theTender Offer being successful. In light of it being understood that there is a considerable number of passive index
management funds and other pension asset management institutions with similar management policies and voting
trends to such passive index management funds among the Target Company shareholders that in principle, will nottender their shares in tender offers regardless of the appropriateness of the conditions of the tender offer, but will votein favor of the proposal on the share consolidation at the general shareholders meeting in the subsequent squeeze-out
procedure, and the maximum voting rate at the general shareholders meeting for the most recent three fiscal years of
the Target Company (92.16%), even if the number of Target Company shares held by the Tender Offeror after33

completion of the Tender Offer is the minimum number of shares to be purchased, by the Tender Offeror holding
53.22% of the Target Company total voting rights, it is expected that the Target Company Shares whose voting rights
will be exercised in favor of the proposal on the Share Consolidation will reach 61.45% in terms of the ownership ratio.
Furthermore, considering the number of Target Company Shares required for the approval of the proposal on the Share
Consolidation being at a level equivalent to the ratio (approximately 61.44%) calculated by multiplying 92.16%, whichis the maximum voting rate at the general shareholders meeting for the most recent three fiscal years of the Target
Company by two-thirds, which is the voting rights ratio required for the approval of a special resolution at the generalshareholders meeting, it is estimated that the level of the number of Target Company Shares whose voting rights will
be exercised in favor of the proposal on the Share Consolidation above (approximately 61.45%) will exceed the voting
rights ratio of 61.44%, and the Tender Offeror believes that it is highly likely the proposal on the Share Consolidation
is approved at the Extraordinary General Shareholders Meeting after the Tender Offer. In addition, even if the proposalon the Share Consolidation is not approved at the Extraordinary General Shareholders Meeting after the Tender Offer,
the Tender Offeror intends on promptly taking the Target Company private by acquiring additional Target Company
Shares. According to the Tender Offeror, in the case of on-market transactions, it intends to acquire additional Target
Company Shares at the market price, and in the case of a method other than an on-market transaction, the Tender
Offeror intends on acquire the Target Company Shares at a price evaluated as being economically equivalent to theTender Offer Price per share, unless there is an event that causes an adjustment to become necessary, such as a shareconsolidation or a share split by the Target Company. Given that the fairness of the Tender Offer is expected to beensured by eliminating coercion and ensuring that no unfair results are produced for the shareholders who have tendered
their shares, it was determined that there are no problems with setting a minimum number of shares to be purchased
such that the ownership ratio of the Tender Offeror after the Tender Offer is 53.22%, and as stated above, there were
no factors necessitating that it change its opinion on the Tender Offer as of August 8, 2024.
In addition, the Target Company was informed by the Tender Offeror on August 26, 2024 that Tender Offer Period
was set at 20 business days, the statutory minimum. However considering that the Tender Offer is a so-called “preannounced tender offer”, the Tender Offeror believes that even with a 20 business day Tender Offer Period, there will
be adequate opportunities for shareholders of the Target Company and the Share Option Holders to make appropriate
judgments as to whether to tender in the Tender Offer, and opportunities for persons other than the Tender Offeror topurchase the Target Company Securities. On the other hand, in order to secure such opportunities, enhance the corporate
value of the Target Company, and protect the interests of minority shareholders, the Target Company determined that
it would be more desirable to set the Tender Offer Period at 30 business days or longer.
Based on the above, at the meeting of the board of directors of the Target Company held today, on the assumptionthat the Tender Offer Period will be 30 business days or more, Target Company resolved to express its support for theTender Offer again and to recommend its shareholders and Share Options Holders to tender their Target Company
Securities in the Tender Offer, and that in the event the Tender Offer Period is not set at 30 business days or more, tomake a request for an extension of the purchase period as provided for in Article 27-10, Paragraph 2, Item 2 of the Act.
The Target Company then communicated such resolutions to the Tender Offeror, and was informed by the Tender
Offeror that the Tender Offer Period would be set at 30 business days.
Additionally, the meetings of the board of directors held on August 8, 2024 and today mentioned above were attended
by three company auditors of the Target Company, and all company auditors who attended stated their opinion thatthey have no objection to passing the above resolutions.

34

For details of the resolutions made by the Target Company’s board of directors held on August 8, 2024 and today
mentioned above, please refer to the Target Company Press Release and “(VII) Approval of All Directors With No
Interest in the Target Company and Opinion of No Objection of All Target Company Auditors With No Interest in theTarget Company” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure theFairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(IV)

Management Policy after the Tender Offer

After the Transaction, KKR, together with the officers and employees of the Target Company, will pursue the further
growth of the Target Company’s business and corporate value through the promotion of both organic (i.e., a method
using existing management resources) and inorganic (i.e., via an alliance with another company, acquisition of anothercompany, or other means) growth strategies, by utilizing the solid business foundation that the Target Company has
been building, the global human and capital resources of KKR, and KKR’s know-how and network. KKR believes thatthe enhancement of profitability and improvement of capital efficiency set forth in the Target Company’s New Midterm Business Plan will contribute to the enhancement of the Target Company’s corporate value, and as part of theenhancement of profitability and improvement of capital efficiency, KKR is considering the securitization of real estate
held by the Target Company and implementing measures to improve sales growth and profitability after the completionof the Transaction.
The Tender Offeror as of today intends to appoint one or more candidate(s) designated by KKR as the Target
Company’s director(s) after the completion of the Transaction in order to improve management efficiency. The numberof candidates, timing, designation of candidate(s) and other details of such appointment have not been decided as oftoday. In addition, as of today, the Tender Offeror has no specific plans or preferences regarding the management
structure or composition of the board of directors after the completion of the Transaction.
The Tender Offeror plans to introduce incentive plans, such as stock options, to the officers and employees of theTarget Company, and to establish a system in which KKR and the officers and employees of the Target Company will
work together to enhance the long-term corporate value of the Target Company. The details of such incentive plans andthe timing of their introduction have not been decided.
(3)

Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender
Offer Price and Measures to Avoid Conflicts of Interest

As of August 8, 2024 when the Tender Offeror decided to conduct the Tender Offer and as of today, the Target
Company is not a subsidiary of the Tender Offeror, and the Tender Offer does not constitute a tender offer by acontrolling shareholder. In addition, it is not planned that all or part of the management of the Target Company will
invest directly or indirectly in the Tender Offeror, and the Transaction, including the Tender Offer, does not constitutea so-called management buyout. However, given that the Tender Offeror has entered into the Tender Agreements with
3DIP, the largest shareholder of the Target Company, and Farallon, and the appropriateness of the terms and conditionsof the Transaction is particularly important to the interests of the Target Company’s shareholders as the Transaction isa cash acquisition of all of the Target Company Shares, the following measures have been implemented from theviewpoint of ensuring the fairness, transparency and objectivity of the Tender Offer, and avoiding any potential conflictsof interest. Among the measures described below, the descriptions on the measures implemented by the Target Company
are based on explanations received from the Target Company.
Given that the number of Planned Tender Shares is 20,667,670 shares (Ownership Ratio: 32.68%), the Tender Offeror
believes that if it were to treat the Tendering Shareholders as not “shareholders of the Target Company that do not sharematerial interests with the Tender Offeror”, and to set a minimum number of shares to be purchased by a so-called35

“majority of minority” in the Tender Offer, the Tender Offer may be destabilized and it may not be in the interests ofthe minority shareholders who wish to tender in the Tender Offer. Although a minimum number of shares to bepurchased in the Tender Offer has not been set by such a “majority of minority”, it is considered that due consideration
has been given to the interests of the minority shareholders of the Target Company, as the following measures (1)through (9) have been taken by the Tender Offeror and the Target Company.
(I)

Receipt and Review of Proposals from Multiple PE Funds

As stated in “(II) Discussion Between the Tender Offeror and the Target Company and 3DIP, and the Process ofDecision-making by the Tender Offeror, etc.” in “(3) Background, Purpose, and Decision-making Process Leading to
the Determination to Conduct the Tender Offer, and the Management Policy After the Tender Offer” above, the Target
Company provided certain information to multiple PE funds in August 2023 and received information regarding theircorporate value enhancement measures. Additionally, on September 4, 2023, the Target Company received written
proposals regarding the privatization of the Target Company Shares from multiple PE funds at the request of 3DIP. As
the process has proceeded following that, from early to late June 2024, the Target Company received legally binding
letters of intent from two PE funds, including KKR, and a non-binding letter of intent from one PE fund. Following
that, in light of the opinion of the Special Committee, after carefully considering the letter of intent it received, theTarget Company concluded in the middle of July 2024 that the most crucial issue for advancing the Target Company’s
management is to restructure the shareholder composition. The Target Company concluded that accepting proposals
from the PE funds was the best means to achieve this and it decided to proceed with discussions with KKR, which was
the PE fund that offered the highest price. After that, through continuous discussions between the board of directors of
the Target Company and the Special Committee with KKR regarding the implementation of the Transaction, the Target
Company reached an agreement to proceed with the Transaction. It should be noted that, of the potential investors thatmade binding offers, compared to the terms proposed by KKR, no other potential investor has presented more favorable
conditions for the Target Company’s shareholders regarding the Tender Offer Price.
(II)

Share Valuation Report Obtained by the Target Company from an Independent Third-Party Appraiser

To ensure fairness in the decision-making process regarding the Tender Offer Price (8,800 yen) proposed by theTender Offeror, the Target Company obtained the Share Valuation Report (SMBC Nikko Securities) dated August 7,
2024 from SMBC Nikko Securities, a financial advisor and third-party appraiser that is independent from the Tender
Offeror, the Tender Offeror’s Parent Company, KKR, and the Target Company. In addition, the Target Company’s boardof directors found that there is no need to change or update the contents of the Share Valuation Report (SMBC Nikko
Securities), because there are no unreasonable points in the explanation by SMBC Nikko Securities that would
necessitate a change to the contents of the Share Valuation Report (SMBC Nikko Securities). Considering the situationfrom August 8, 2024, on which the board of directors meeting was held, to September 4, 2024, there are no significant
changes in the assumptions that may affect the Share Valuation Report, there are no particular changes in the businessenvironment surrounding the Target Company, and there is no need for the Special Committee to request changes or
updates to the contents of the Share Valuation Report (SMBC Nikko Securities) as stated in “(IV) Establishment of an
Independent Special Committee by the Target Company and Obtaining a Report from the Special Committee” below.
SMBC Nikko Securities does not constitute a related party of the Tender Offeror, the Tender Offeror’s Parent Company,
KKR, or the Target Company, and has no material interest in the Transaction. At the meeting of the Special Committee,
the Special Committee confirmed that there is no issue with the independence of SMBC Nikko Securities and approved
SMBC Nikko Securities as the Target Company’s third-party appraiser. Additionally, the Target Company has
implemented measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest (specifically,
the measures described in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure theFairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below). The Target Company believes
that sufficient consideration has been given to the interests of the Target Company’s minority shareholders. Therefore,

36the Target Company has not obtained a fairness opinion regarding the fairness of the Tender Offer Price (8,800 yen)from SMBC Nikko Securities.
(Note)

In preparing the Share Valuation Report (SMBC Nikko Securities), SMBC Nikko Securities has assumed
that all materials and information on which it is based are accurate and complete. SMBC Nikko Securities
has not independently verified the accuracy or completeness of that information and assumes noobligation or responsibility for its accuracy or completeness. It is also assumed that the Target Company
is not aware of any facts or circumstances that would make the provided information inaccurate or
misleading. Further, SMBC Nikko Securities has not independently evaluated, appraised, or assessed theassets or liabilities of the Target Company and its affiliates and it has not requested any third-party
institution to conduct any such evaluation, appraisal, or assessment. If any issues are found with theaccuracy or completeness of those materials and information, the valuation results might differ
significantly. It is also assumed that there are no undisclosed lawsuits, disputes, environmental issues,
tax-related claims or obligations, other contingent liabilities, off-balance-sheet liabilities, or other facts
concerning the Target Company and its affiliates that could have a material impact on the Share Valuation
Report (SMBC Nikko Securities). SMBC Nikko Securities has assumed that the business plans( “Business Plans”) and other information used in the Share Valuation Report (SMBC Nikko Securities)
were prepared by the Target Company based on the best forecasts and judgments available as of thevaluation date, and that those were prepared in accordance with reasonable and appropriate procedures.
Additionally, in cases where SMBC Nikko Securities conducted its analysis in the Share Valuation Report(SMBC Nikko Securities) based on assumptions provided with the materials and information, it isassumed that the provided materials, information, and assumptions are accurate and reasonable. SMBC
Nikko Securities has not independently verified the accuracy, reasonableness, or feasibility of thoseassumptions and does not owe any obligation and is not liable for them. It should be noted that the resultsof the valuation by SMBC Nikko Securities were provided to the Target Company at its request solely
for the purpose of serving as a reference for the board of directors of the Target Company when
considering the Tender Offer Price. Those valuation results do not constitute an opinion by SMBC Nikko
Securities on the fairness in the Tender Offer Price.

SMBC Nikko Securities, in the context of the Tender Offer, considered appropriate valuation methods from multiple
approaches to evaluate the Target Company’s share value and concluded that it was appropriate to evaluate the Target
Company’s share value from diverse perspectives. Given that the Target Company’s shares are listed on the Prime
Market of the TSE, it used the market price method. SMBC Nikko Securities also used a comparable listed company
method because there are several comparable listed companies, making it possible to estimate the Target Company’s
share value through comparison. Additionally, to reflect the future business activities in the valuation, SMBC Nikko
Securities used the discounted cash flow method (“DCF Method”). Using those methods, SMBC Nikko Securities
conducted a valuation of the share value of the Target Company and provided the Share Valuation Report (SMBC Nikko
Securities) dated August 7, 2024 to the Target Company. The ranges of the share value per share of the Target Company
Shares calculated based on the above methods in the Share Valuation Report (SMBC Nikko Securities) are as follows.
Market price method:

6,505 yen – 7,130 yen

Comparable listed company method:

5,524 yen – 6,405 yen

DCF Method:

7,027 yen – 9,529 yen

Under the market price method, the range of the per-share value of the Target Company Shares has been calculated
to be 6,505 yen to 7,130 yen based on the simple average of the closing price of the Target Company Shares for the37most recent one month (7,130 yen), the simple average of the closing price for the most recent three months (6,797yen), and the simple average of the closing price for the most recent six months (6,505 yen) on the Prime Market of the
TSE with August 7, 2024 as the valuation date.
Under the comparable listed company method, SMBC Nikko Securities selected listed companies that operatebusinesses relatively similar to the Target Company. Using the EBITDA multiple in relation to enterprise value, it
calculated the share value per share of the Target Company Shares. The range of the per-share share value wasdetermined to be between 5,524 yen and 6,405 yen.
Under the DCF Method, the Target Company’s corporate value and share value are calculated by discounting thefuture free cash flow that the Target Company is expected to generate from the second quarter of the fiscal year ending
December 2024 by a certain discount rate to its present value, based on various factors such as the financial forecasts
and investment plans in the Business Plans prepared by the Target Company for the five fiscal years from the fiscal
year ending December 2024 to the fiscal year ending December 2028 and publicly available information. The range ofthe share value per share of the Target Company Shares is calculated to be between 7,027 yen and 9,529 yen.
Additionally, in calculating the going concern value, SMBC Nikko Securities adopted both the perpetuity growthmethod and the multiple method.
In the analysis using the DCF Method, the financial projections were based on Business Plans prepared by the Target
Company, but that does not include fiscal years where significant fluctuations in profits or losses and the free cash flow
are anticipated. Additionally, potential synergy effects expected to be realized through the execution of the Transaction
were not reflected in the valuation as it was difficult to specifically estimate their impact on earnings at the time of thevaluation. The share value of the Target Company was therefore calculated on a standalone basis.
Further, the Share Options are priced such that the Share Option Purchase Price is determined by multiplying thedifference between the Tender Offer Price of 8,800 yen and the exercise price per Share Option by the number of Target
Company Shares underlying each Share Option. As a result, the Target Company has not obtained a valuation report orfairness opinion regarding the Share Option Purchase Price from a third-party appraiser.
The compensation paid to SMBC Nikko Securities includes a success fee payable on the condition that theTransaction is completed. However, taking into consideration general business practices in similar transactions and theappropriateness of the compensation structure, which would result in a significant financial burden for the Target
Company if the Transaction is not concluded, the Target Company has appointed SMBC Nikko Securities as its
financial advisor and third-party valuation institution based on the above compensation structure, considering that theinclusion of a success fee payable on the condition that the Transaction is concluded, etc. does not negate its
independence.
(III)

Advice From an Independent Law Firm Obtained by the Target Company

To ensure fairness, objectivity, and rationality in the decision-making process regarding the expression of opinion on
the Tender Offer, the Target Company appointed Mori Hamada & Matsumoto as an external legal advisor. The Target
Company has received necessary legal advice from that law firm concerning the expression of opinion on the Tender
Offer, decision-making methods, and other considerations relevant to the decision-making process for the Tender Offer.
Mori Hamada & Matsumoto is not a related party of the Tender Offeror, the Tender Offeror’s Parent Company, KKR,
or the Target Company and has no material interest in the Transaction. The Special Committee confirmed the
independence of Mori Hamada & Matsumoto and approved it as the Target Company’s legal advisor at the first meetingof the Special Committee. The fees to be paid to Mori Hamada & Matsumoto are calculated by multiplying an hourly
rate by the number of hours worked, regardless of the outcome of the Transaction, and do not include any incentive fee

38contingent upon the successful completion of the Transaction.
(IV)

Establishment of an Independent Special Committee by the Target Company and Obtaining a Report fromthe Special Committee

As described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender
Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender
Offer, and the Management Policy After the Tender Offer” above, with regard to the proposal to take the Target
Company Shares private, in order to eliminate arbitrariness in decision-making and ensure the fairness, transparency,
and objectivity of the Target Company’s decision-making process, at the board of directors meeting held on September
12, 2023, the Target Company established the Special Committee, composed of six independent outside directors(Hikari Imai, Tomoko Aramaki, Takao Tsuji, Hidetaka Nishina, Yuya Shimizu, and Shintaro Ishimaru). The membersof the Special Committee have remained unchanged since its establishment; however, from June 12, 2024, Tateki Oishi,
who is also an independent outside director of the Target Company, has participated as an observer. The fee to be paid
to the Special Committee is a fixed fee that is to be paid, regardless of contents of the report, and does not include any
incentive fee contingent upon the successful completion of the Transaction.
The matters entrusted to the Special Committee are as set out below, and the board of directors of the Target Company
has resolved to make decisions regarding those matters with the utmost respect for the judgement of the Special
Committee regarding the following entrusted matters. The matters entrusted to the Special Committee are as set out
below, and the board of directors of the Target Company has resolved to make decisions regarding those matters withthe utmost respect for the judgement of the Special Committee.
(a)Compare and review the Target Company’s corporate value enhancement measures with thecorporate value enhancement measures proposed by the acquirers pertaining to the Privatization
Proposals from the perspective of whether they would secure or enhance the corporate value of theTarget Company and the common interests of Company’s shareholders, and make recommendations
or suggestions to the board of directors on which proposal is preferable(b)

If the Special Committee determines that the corporate value enhancement measures proposed by an
acquirer in the Privatization Proposals under (a) is more desirable than the corporate valueenhancement measures formulated by the Target Company, review that Privatization Proposal fromthe perspective of whether it would secure or enhance the corporate value of the Target Company andthe common interests of the Target Company’s shareholders, and make recommendations orsuggestions to the board of directors on whether to approve that Privatization Proposal

Additionally, at the time of the board of directors resolution to establish the Special Committee, the Target Company
resolved to grant the following authorities to the Special Committee: (i) when reviewing the entrusted matters, theSpecial Committee may appoint or designate its own financial advisor or third-party appraiser and legal advisor asnecessary (the costs of which will be borne by the Target Company), (ii) the Special Committee may request theattendance or cooperation in another manner from the Target Company’s officers and employees, the offeror, or otherpersons considered necessary by the Special Committee to provide information that is reasonably necessary for thereview and judgment of the entrusted matters, (iii) the Special Committee may substantively participate in discussions
and negotiations between the Target Company and the offeror, and if considered necessary by the Special Committee,
it may directly or indirectly participate in and conduct discussions and negotiations with the offeror on behalf of theTarget Company.
Additionally, on August 5, 2024, the board of directors of the Target Company received in opinion dated August 4
from the Special Committee and resolved to consult with the Special Committee regarding the review of the proposal

39

by KKR pertaining to the Final Proposal Concerning the Target Company Process, specifically (a) whether torecommend to the board of directors of the Target Company the execution of the Transaction (including whether tosupport the Tender Offer and recommend that the Target Company’s shareholders and stock acquisition rights holders
tender their shares in the Tender Offer) and (b) whether the decision by the board of directors of the Target Company
to execute the Transaction would not be disadvantageous to the minority shareholders of the Target Company(“Consultation Matters”). When reviewing the Consultation Matters, the Special Committee is to (i) review anddetermine whether the execution of the transaction would contribute to enhancing the Target Company’s corporate
value and (ii) review and determine the appropriateness of the transaction terms and the fairness of the procedures fromthe perspective of protecting the interests of the Target Company’s minority shareholders. Additionally, the board of
directors of the Target Company resolved to make decisions on the Transaction with the utmost respect for the judgmentof the Special Committee based on the above consultation and that if the Special Committee determines that thetransaction terms are not reasonable, the board of directors would not support the Transaction under those terms. The
board of directors also confirmed that that resolution will not alter the previous entrusted matters or the authorities
granted to the Special Committee.
Since its establishment on September 12, 2023, the Special Committee has been proceeding with its review based on
the Corporate Takeover Guidelines while relying on the professional advice of the financial and legal advisors it has
engaged. The main activities of the Special Committee are as follows:
On September 15, 2023, the Special Committee recommended to the board of directors of the Target Company thatthe proposals from multiple potential investors received via 3DIP be considered bona fide offers under the Corporate
Takeover Guidelines and be given sincere consideration. Additionally, recognizing the need to present corporate valueenhancement strategies comparable to the proposals received from multiple potential investors via 3DIP, the Special
Committee requested the Target Company to formulate and submit to it a new medium-term management plan thatincorporates the ongoing medium-term management plan under consideration, including the transactions to make four
listed subsidiaries wholly-owned subsidiaries, which were being considered at that time.
After receiving the draft of the new medium-term management plan from the Target Company, the Special Committee
reviewed the draft over approximately one and a half months with the support of the global consulting firm it had
engaged. At the same time, the Special Committee sought advice from the financial advisor it had engaged regarding
the value of the Target Company Shares based on the figures verified during the review from a financial perspective
and it verified the details of that advice.
Additionally, the Special Committee conducted interviews with the PE funds and held question and answer sessions
regarding their proposals (those interviews were held as necessary each time additional proposals were submitted by
the PE funds). Taking into account the contents of those question and answer sessions and receiving professional advice
from the advisors it has engaged, the Special Committee conducted comparative reviews and evaluations of each
proposal according to the evaluation factors prescribed by the Corporate Takeover Guidelines (post-acquisition
management policies, the appropriateness of transaction terms such as the acquisition price, financial strength, trackrecord, management capabilities, and the feasibility of the acquisition).
Throughout those processes, the Special Committee submitted written opinions to the board of directors of the Target
Company at appropriate stages. When additional bona fide offers were submitted by the PE funds, the Special
Committee recommended sincere consideration of those offers. The Special Committee also emphasized that taking
the Target Company private could offer advantages such as addressing and mitigating the challenges and concerns theTarget Company faces while continuing to be listed, and it urged careful consideration of that option.
From early to late June 2024, the Special Committee received legally binding letters of intent from two PE funds,

40

including KKR, and a non-binding letter of intent from one PE fund.
In order to compare and evaluate each offer, the Special Committee engaged in the following activities with theprofessional advice of the advisors it has engaged: (i) evaluation and comparison of each offer in accordance with theevaluation factors prescribed by the Corporate Takeover Guidelines (post-acquisition management policies, theappropriateness of transaction terms such as the acquisition price, financial strength, track record, management
capabilities, and the feasibility of the acquisition), (ii) reacquisition of financial advice from the financial advisor
engaged by the Special Committee regarding the value of the Target Company Shares, (iii) conduct of question andanswer sessions with each fund to discuss the details of their offers, and (iv) conduct of price increase negotiations witheach fund. Based on the information obtained through those activities, the committee conducted careful discussions at
the meetings held in a timely manner.
Following that, on June 28, 2024, the Special Committee submitted the June 28 Opinion to the board of directors of
the Target Company that included the following points: (i) the legally binding final proposal submitted by KKR ( “KKR
Final Proposal”) is a proposal that will secure or enhance the corporate value of the Target Company and the common
interests of its shareholders, (ii) the KKR Final Proposal is the best proposal as of that date if the Target Company
decides to go private, (iii) the board of directors must examine and demonstrate the likelihood that, based on therealization of the new medium-term management plan, the anticipated share price will definitely exceed the priceoffered in the KKR Final Proposal, it should also consider alternative measures other than the KKR Final Proposal thateliminate or mitigate the Target Company’s existing challenges and risks, and fulfill its accountability on its responseto the KKR Final Proposal and whether to accept that proposal from the perspective of securing or enhancing thecorporate value of the Target Company and the common interests of the shareholders, and (iv) if the board of directors
is unable to fulfill that accountability, it should initiate a specific process to obtain the judgment of the Target
Company’s shareholders through actions such as KKR tendering its shares, while maintaining a competitiveenvironment with potential counterproposals to the extent possible.
Additionally, on July 26, 2024, the Target Company received the July 26 Bain Capital Written Proposal, which was
non-binding, from Bain Capital.
The Special Committee received professional advice from the advisors it has engaged and conducted a thoroughexamination of the July 26 Bain Capital Written Proposal. That examination involved (i) receiving an explanation of
the contents of the July 26 Bain Capital Written Proposal from the Target Company, (ii) discussing the response policy
while receiving professional advice from the advisors it has engaged, (iii) holding meetings with both KKR and Bain
Capital, (iv) communicating through the Target Company to confirm 3DIP’s stance on the July 26 Bain Capital Written
Proposal, and (v) carefully deliberating on the policy on how to respond to the July 26 Bain Capital Written Proposal
based on those meetings and confirmations.
As a result, considering that the July 26 Bain Capital Proposal was a non-binding proposal, the likelihood of Bain
Capital obtaining 3DIP’s consent to participate in the Tender Offer was unclear, and that 3DIP judged the KKR Final
Proposal to be superior to the July 26 Bain Capital Proposal , the Special Committee concluded that the feasibility of
the July 26 Bain Capital Proposal was questionable. On August 4, 2024, the Special Committee submitted the August
4 Opinion to the board of directors of the Target Company stating that there were no circumstances sufficient to alter
the opinion it submitted on June 28, 2024.During that period, after receiving professional advice from the advisors it
had engaged, the Special Committee had discussions with the Target Company on the significance of the Transaction
from the perspective of enhancing the corporate value of the Target Company, and based on the information obtained
through those activities, the Special Committee held timely meetings to carefully deliberate on the Consultation Matters.
The Special Committee also carried out the following activities at appropriate times during the above-mentioned

41

review process.
- The Special Committee verified and approved the independence of the members of the Special Committee
and each advisor independently appointed by the Special Committee.
- The Special Committee reviewed and approved the various fairness measures implemented by the Target
Company (including the independence of the advisors appointed by the Target Company, the internal
review system, and the interests of the officers).
- The Special Committee held question and answer sessions with JP Morgan Securities, which wasappointed as the third-party institution by the Special Committee, and SMBC Nikko Securities, which
was appointed as the third-party appraiser by the Target Company. During those sessions, the Special
Committee received explanations regarding the reasons for selecting specific valuation methods and thevaluation processes for each method, including the underlying business plans and assumptions. Finally,on August 7, 2024, the Special Committee received a valuation report and the Fairness Opinion from JP
Morgan Securities, and on the same date, the Share Valuation Report (SMBC Nikko Securities) fromSMBC Nikko Securities.
- The Special Committee held regular information liaison meetings with the Target Company, during which
the Target Company shared relevant information regarding this matter with the Special Committee, andthe Special Committee communicated the status of its deliberations to the Target Company whileproviding necessary instructions.
After those careful discussions and consideration of the Consultation Matters, on August 7, 2024, theSpecial Committee submitted to the board of directors of the Target Company the Report dated August 7,
2024 with the following contents in general and with the unanimous approval of its members.
(i)Content of Reporting on the Matters Entrusted(a)

The multiple Privatization Proposals that the Committee has examined are proposals that caneliminate or mitigate the Target Company’s existing challenges and risks that the Committee isaware of, and that help secure or enhance the corporate value of the Target Company and thecommon interests of its shareholders. In addition, the Committee does not find anything particularly
unreasonable in the process and content of the decision made by the Target Company’s executives
to select the Privatization Proposals, and it is consistent with the opinions that the Committee has
expressed thus far. Therefore, the Committee believes that the corporate value enhancement
measures based on the Privatization Proposals, which the Committee has examined, are preferable
to the Target Company’s corporate value enhancement measures.

(b)

Based on the comparison and review of the multiple Privatization Proposals that the Committee has
examined, the KKR Final Proposal is the best proposal at this time for the Target Company to go
private. Therefore, the Committee believes that the board of directors of the Target Company should
approve the Privatization Proposal in the KKR Final Proposal. The Committee’s evaluation of theKKR Final Proposal is detailed in the Committee’s report on the “Consultation Matters.”(ii)

Reasons of Reporting on the Matters Entrusted(a)

Recognition of Current Status and Basic Views on Going Private
The Committee is concerned that the Target Company faces the management issues and risks

42described below, which may adversely affect the feasibility of the Target Company’s medium-term
management plan, the improvement of the Target Company’s corporate value, and its stock price.
In order to realize the goals set forth in the ambitious medium-term management planannounced by the Target Company on February 14, 2024, a stable management base from a
medium- to long-term perspective is necessary.

Discontinuous growth is difficult to achieve when constraints are placed on the allocation ofmanagement resources (capital allocation).



From the perspective of pursuing growth, industry restructuring efforts may also be necessary.

In order to consider and execute discontinuous growth, it is necessary to recruit personnel withexpertise and practical experience from outside the Target Company.



If a stable management base cannot be secured, the risk of failing to realize the medium-term
management plan increases due to pressure to pursue short-term performance and measures,excessive prioritization of shareholder returns over business investment, and the dilemma of
increasing 3DIP’s equity through share repurchases.

Mergers that require a special resolution of the general shareholders meeting and industry
restructuring efforts using the Target Company’s treasury shares are very difficult hurdles fromthe perspective of shareholder composition.



Failure to achieve the goals of the medium-term management plan in the short term and delays
in progress could trigger a proxy fight demanding the resignation of the management.

As the share price rises, there is a growing concern that the equity held by 3DIP will be released
into the market, which could weigh on the upside of the share price.

Therefore, the Committee recognizes that going private is a plan that deserves the Target Company’s
positive consideration in that it will eliminate or mitigate the challenges and risks to the Target
Company described above.
Accordingly, while the Committee recognizes that the Target Company’s executives and board of
directors are not currently actively offering the Target Company for sale and looking for potential
acquirers, the Committee evaluated each Privatization Proposal in accordance with the Corporate
Takeover Guidelines from the perspective of whether it would secure or enhance the corporate valueof the Target Company and the common interests of its shareholders.
(b)Whether or Not the Proposal is a “Bona Fide Offer”
In light of the decision factors in the Corporate Takeover Guidelines, each Privatization Proposal is a“bona fide offer.”
Since the Target Company recognizes that it is not currently actively offering itself for sale andlooking for potential acquirers, the Target Company is not conducting what is called an “proactive
market check.” However, in light of the following points, it is possible to deem that the Target
Company secures a competitive environment equivalent to an “proactive market check,” and it isreasonable to compare the proposals already submitted.


The Target Company’s press release of January 12, 2024 entitled “Notice on the Progress of the43

Study of Measures to Enhance Corporate Value” made it public knowledge that the Target
Company had received and was considering Privatization Proposals from several funds.
Therefore, potential acquirers who were interested in taking the Target Company private had
ample opportunity and time to make proposals to the Target Company.
With respect to the candidates who participated in the due diligence conducted by the Target
Company, the Target Company has already received their proposals or confirmed their intention
to make a proposal.



Since those proposals have an expiration date, there is some concern that candidate proposals
may expire if the Target Company conducts an “proactive market check.”

If the Target Company decides to go private, it could conduct an “indirect market check” after
the public announcement of the decision, by taking steps that would allow other potential
acquirers to make competing proposals.

(c)Comparison of the Proposals
Based on the Corporate Takeover Guidelines and the circumstances unique to this transaction, theCommittee compared and reviewed those proposals from the perspectives of (1) post-acquisition
management policies, (2) appropriateness of transaction terms such as the acquisition price, (3)financial strength, track record, management capabilities, and (4) feasibility of the acquisition.
As a result of the comparison and review, the Committee has concluded that the KKR Final Proposal
is currently the best proposal for the Target Company to go private, on the grounds that:

The price offered by KKR is within the range of the fair value calculated by an independent
third-party appraiser in its share valuation report;

The price offered by KKR is the highest of the prices offered by all the candidates in theirlegally binding proposals, and KKR’s proposal is the most preferable in terms of feasibility;



The KKR Final Proposal is to pay the fair value with those features to the Target Company’s
shareholders in cash at this time; andIt is difficult to demonstrate the probability that the anticipated share price to be obtained in the
future through the realization of the medium-term management plan developed by the Target
Company will definitely exceed the price offered in the KKR Final Proposal.

(d)Evaluation of July 26 Bain Capital Proposal
As a simple comparison, the price offered in the July 26 Bain Capital Proposal is approximately 5%
higher than the price offered in the KKR Final Proposal. However, it is doubtful that the July 26 Bain
Capital Proposal is feasible in light of the following facts and that the KKR Final Proposal is superior:

The KKR Final Proposal is a legally binding proposal, whereas the July 26 Bain Capital
Proposal is a non-legally binding proposal;



The KKR Final Proposal and the July 26 Bain Capital Proposal both employ the scheme oftaking the Target Company private through the acquisition of all of the Target Company’s shares,
for which the consent and acceptance of the offer by 3DIP, the Target Company’s major

44

shareholder, is essential. While the KKR Final Proposal has obtained the consent of 3DIP toenter into a tender offer agreement that does not contain a fiduciary out clause, Bain Capital has
not obtained the first refusal right, and the likelihood of obtaining such consent is uncertain at
this time;

It is doubtful that the financing that would support the price in July 26 Bain Capital Proposal iscertain to be in place.



3DIP has determined that the KKR Final Proposal is superior in terms of price (The time value
and whether it is legally binding are also taken into account when assessing the superiority ofthe price.), promptness, feasibility, and certainty, while Bain Capital has not provided any
specific details about its prospect that can cause 3DIP to change its mind.

In addition, according to the content of the July 26 Bain Capital Proposal and the results of theCommittee’s review with Bain Capital, KKR and 3DIP, the Committee cannot rule out the concern
that, if the July 26 Bain Capital Proposal is considered, the KKR Final Proposal will expire or become
unfeasible, thereby harming the interests of the minority shareholders.
Accordingly, there are no circumstances sufficient to alter the foregoing conclusion that the KKR
Final Proposal is the best proposal, even taking into account the existence of the July 26 Bain Capital
Proposal.
(iii) Content of Reporting on the Consultation Matters(a)

The Committee recommends that the board of directors of the Target Company should, upon theannouncement regarding the scheduled disclosure of the Tender Offer, execute the Transaction(including approving the resolution to express its opinion that it supports the Tender Offer andrecommend that the shareholders and stock acquisition right holders of the Target Company tendertheir shares in the Tender Offer).

(b)

The decision by the board of directors of the Target Company to execute the Transaction is notdisadvantageous to the minority shareholders of the Target Company.

(iv)

Reasons of Reporting on the Consultation Matters(a)Whether or Not the Transaction Contribute to the Enhancement of the Target Company’s Corporate
Value

The Target Company’s recognition of the business environment surrounding the Target
Company, management issues, and measures to enhance corporate value based on the New
Mid-term Business Plan as described in this disclosure document is in line with the Target
Company’s previous recognition, and according to the content of the KKR Final Proposal, thequestions and answers to KKR conducted by the Committee, and relevant disclosure documents,
KKR’s recognition is also generally in line with the Target Company’s recognition.



The Target Company’s executives have determined that the Transaction will contribute to theenhancement of the Target Company’s corporate value on the grounds that:

In order to implement the New Mid-term Business Plan, a stable business environment
from a medium- to long-term perspective is necessary, and with the current shareholder

45composition, we cannot rule out the possibility that the allocation of management
resources (capital allocation) envisioned in the Medium-Term Management Plan may be
restricted;
Therefore, there is merit in reducing the burden on management by means of the impactof the current shareholder composition;



The New Mid-term Business Plan was prepared on the premise that the Target Company
would remain listed, and we recognize that it is possible to achieve the goals of the Plan
while allowing the Target Company to remain listed. However, since the anticipatedfigures for the five years through 2028, subject to which KKR acquires the Target
Company, are based on the assumption that the cash flow will exceed those in the New
Mid-term Business Plan, it may be possible to further enhance the Target Company’s
corporate value through the Transaction rather than allowing the Target Company toremain listed;In the new business areas to be considered in the New Mid-term Business Plan, KKR’s
global network of information, human resources, and capital may contribute to theenhancement of the Target Company’s corporate value;

It is difficult to demonstrate the probability that the anticipated share price to be obtainedin the future by the realization of the New Mid-term Business Plan will exceed the priceoffered in the KKR Final Proposal;

It is possible to increase the feasibility of enhancing the medium- to long-term corporate
value of the Target Company by further promoting the Target Company’s businessstrategy with the support of KKR, which has a wealth of experience of investment in
mainly in domestic and overseas companies, and relevant knowledge and network;Going private through the Tender Offer will secure a stable shareholder composition andpush forward with the realization of the new medium-term management plan, thereby
enhancing the viability of the new medium-term management plan and increasing thecertainty of achieving the goals of the plan; andIt is expected that alliance support from KKR will be obtained in the future in new
business areas that the Target Company will strategically address and in various fields
based on technology trends, as well as support related to M&A and PMI execution.



Their above-stated determination is consistent with the nature of the Target Company’s
challenges and risks that the Committee is aware of and the reasons why the Committee has
assessed that the KKR Final Proposal is the best proposal at this time to take the Target
Company private, and the Committee agrees with the determination.

In light of the above, the Committee can affirm that it is reasonable for the Target Company tohave determined that, with KKR’s support, the Target Company may be able to enhance thefeasibility of enhancing its medium- to long-term corporate value by further promoting its
business strategy, and by going private through the Tender Offer, the Target Company willsecure a stable shareholder composition and push forward with the realization of its mediumterm management plan, thereby enhancing the viability of the new medium-term management46

plan and increasing the certainty of achieving the goals of the plan.


According to the Target Company’s executives, the impact on management is limited because
the Target Company can deal with the general disadvantages associated with delisting, and it isexpected that the delisting will produce benefits that more than offset the disadvantages. The
Committee is not aware of any circumstances that would overturn this decision of the Target
Company’s executives.



From the perspective of enhancing the Target Company’s corporate value, the Committee has
found no circumstances that would lead us to believe that there are effective alternatives to theTransaction at this time.



Accordingly, the Committee believes that the Transaction will contribute to the enhancementof the Target Company’s corporate value.

(b)

Whether or Not the Terms of the Transaction are Reasonable

The terms of the Transaction can be evaluated as having been agreed upon in circumstancesthat are substantially the same as if the Transaction were conducted at arm’s length, on the
grounds that:

Since the Transaction are an acquisition by an investment fund independent of the Target
Company, there is no structural concern that the acquirer and the Target Company will
negotiate the terms in a manner that they rely on the familiarity and closeness between
them;



It is inferred to a certain extent that the price offered by KKR, which was the highest in acompetitive environment equivalent to a “proactive market check,” is the best terms
reasonably feasible at this time;

KKR’s price is offered after the Committee requested the candidate funds to present theirbest proposal, including a review of the price and conditions precedent; andThe price has been agreed after the negotiation between KKR and 3DIP, a major
shareholder and the largest shareholder owning approximately 22.86% of the Target
Company’s shares, and Farallon, a shareholder owning approximately 9.22% of theTarget Company’s shares, who both have a strong incentive to raise the sale price as they
have a strong stake in maximizing the sale price and who both have expertise in equity
valuation.



The Committee has obtained the Fairness Opinion from JP Morgan Securities, which has beenretained by the Target Company.

In the Share Valuation Report (JP Morgan Securities), the Tender Offer Price is at a level thatexceeds the upper limit of each range of the average market price method, the comparable listedcompany method, and the comparable transaction method, and falls within the range of the DCF
method. In the Share Valuation Report (SMBC Nikko Securities), the Tender Offer Price is at
the level that exceeds the upper limit of each range of the average market price method and thecomparable listed company method, and falls within the range of the DCF method. Please notethat the calculation method and specific application in each calculation are within the47reasonable discretion of each valuator, and it is reasonable to assume that the content of eachcalculation is reasonable and to verify the appropriateness of the Tender Offer Price by relying
on the results of such calculations.


The premium based on the day before the announcement date of the Offer Price is at the levelthat is slightly below that of similar transactions. However, when compared to the Target
Company’s share price prior to past shareholder proposals and speculative reports regarding
the Transaction, the premium level is higher than that of similar transactions.



The method of the Transaction, which is a combination of a tender offer and a shareconsolidation squeeze-out procedure, is common. The consideration is paid in cash which ishighly liquid. The amount to be delivered in the squeeze-out procedure is the same amount as
the Tender Offer Price. Therefore, the method and consideration for the Transaction arereasonable.



From the above, the Tender Offer Price is a reasonable price that ensures the benefits to beenjoyed by the Target Company’s minority shareholders, and the purchase price for the Share
Options is also a reasonable price, which is the difference between the Tender Offer Price andthe exercise price per share of the Target Company’s stock for each Share Option multiplied by
the number of shares of the Target Company’s stock to be acquired for each Share Option.
Therefore, the Committee believes that the Tender Offer provides the Target Company’s
shareholders and stock acquisition right holders with an opportunity to sell their shares at areasonable price with an appropriate premium, and that the terms of the Transaction areappropriate.

(c)

Whether or Not the Fairness of the Procedures is Secured in the Transaction①

Establishment of the Committee
The Committee functioned effectively during the process of considering the Transaction on the
grounds that:

The Committee was established on September 12, 2023, shortly after September 4, 2023,
when the Target Company received the Privatization Proposals from several offerors;All six committee members are independent and have knowledge of the Target Company’sbusiness, legal, accounting tax and capital markets;From the initial stages of the Transaction, the Committee retained JPMorgan Securities,
Shiomizaka (law firm), and a global consulting firm as its independent advisors, and they
provided the Committee with a wide range of expert advice, the Share Valuation Report (JPMorgan Securities) and the Fairness Opinion, and assistance in verifying the business plan,
etc.;



The Committee received material information, including non-public information, from theTarget Company and its advisors in a timely manner;



The Committee met each candidate fund in person several times and asked questions andreceived answers regarding the content of the proposal given by that fund. The Committee
requested the candidate funds to present their best proposal, including a review of the price48

and conditions precedent. The Committee gave necessary instructions to the Target
Company’s executives after receiving reports on the details of discussions between the Target
Company’s executives and the candidate funds. Through those actions, the Committee wassubstantially involved in the process of discussion and negotiation with the offerors.
②

Obtaining Professional Advice, etc. from Independent Outside Experts


From the initial stages of the Transaction, the Target Company retained SMBC Nikko
Securities and Mori Hamada & Matsumoto (law firm) as independent advisors and obtained
their expert advice.

③

Securing Opportunities for Other Potential Acquirers to Make a Takeover Bid (“Market Check”)As discussed in the section “Reasons of Reporting on the Matters Entrusted,” a competitiveenvironment equivalent to an “proactive market check” is secured for the Transaction.



The tender offer period for the Tender Offer is 30 business days. Since this is a pre-announced
tender offer, there will be a reasonable length of a time period between the announcement
date of the Tender Offer and the commencement date of the Tender Offer. The Target
Company has not entered into any agreement with the Tender Offeror that would restrict
competing offerors from contacting the Target Company or doing similar actions. Therefore,a sufficient deliberation period is given to shareholders to consider whether or not to tendertheir shares in the Tender Offer, and the opportunity to make a competing offer is secured in
an objective manner.

④

Majority of the Minority Condition

It is unnecessary to set out the majority of the minority (MoM) condition because theTransaction are not structural conflict-of-interest transactions; other measures to secure
fairness are substantially taken for the Transaction; and there is a concern that the MoM
condition makes the consummation of the Offer unstable and, in turn, does not serve theinterests of minority shareholders who wish to tender their shares in the Offer.

⑤

The Target Company’s Internal Decision-Making ProcessNone of the officers and employees who consider the Transaction and engage in thediscussion and negotiation of the Transaction are involved with KKR or any other PE fundthat is a candidate offeror. In addition, given that the Committee has been formed for theTransaction and that the Target Company’s board of directors is composed of a majority of
independent outside directors, there are no directors who have an interest that should be
excluded from the discussions and negotiations of the Transaction.



In addition, at the meeting of the board of directors regarding the opinion to be expressed
upon the public announcement of the Transaction, it is expected that the resolution will be
unanimously approved by all of the Target Company’s directors, and all of the Target
Company’s auditors will state that they have no objection to the Transaction.

⑥

Providing Substantial Information to General Shareholders and Increasing the Transparency of theProcess49The disclosure documents for the Transaction contain substantial information about theCommittee, the valuation reports, and the process and negotiations history leading to theimplementation of the Transaction, which contributes to the appropriate decision of minority
shareholders.

⑦

Elimination of Coercion


The Transaction are designed to eliminate coercion in that the Transaction are not a so-called
partial acquisition, but a two-step entire acquisition for cash consideration using a tender offer
and a share consolidation; the disclosure documents of the Transaction contain the details of
the Squeeze-Out Procedure, the fact that shareholders are granted the right to petition for
pricing, and the fact that the amount of money to be delivered to minority shareholders in the
Squeeze-Out Procedure is the same as the Tender Offer Price.



Accordingly, the Committee believes that the fairness of the procedures is secured in theTransaction.

In addition, as of the Additional Report Preparation Date, in response to the request made by the boardof directors of the Target Company that the Special Committee consider whether or not there is achange to the Report dated August 7, 2024 submitted by the Special Committee to the board of
directors of the Company on August 7, 2024, and to inform the Target Company’s board of directorsof the non-existence of a change in the prior opinion or to provide the opinion after any change, theSpecial Committee submitted its report as follows.
At the time the below report was made, the Tender Offeror had communicated to the Target Company
its intention to set the Tender Offer Period at 20 business days, and therefore, the report below was
based on the assumption that the Tender Offer Period would be 20 business days. However, as
described in “(iii) Content of Decision” in (III) Decision-making Process and Reasons Leading to theTarget Company’s Support of the Tender Offer” in “(2) Background, Purpose, and Decision-making
Process Leading to the Determination to Conduct the Tender Offer, and the Management Policy Afterthe Tender Offer”, subsequently, as a result of discussions between the Target Company and theTender Offeror, the Target Company was informed by the Tender Offeror that the Tender Offer Period
would be set at 30 business days.
(v)

Content of the Opinion
Even taking into account the circumstances arising from the Transaction Announcement Date to the
Additional Report Preparation Date, the Special Committee believes that no circumstances havearisen that would require the Special Committee to change any statement in the Report dated August
7, 2024.
Accordingly, as of the Additional Report Preparation Date, the Special Committee does not change
its opinions expressed in the Report dated August 7, 2024.

(vi)

Reasons for the Opinion(a)Whether or Not There Is a Material Change in Circumstances That Could Affect the Transaction on
and after Additional Report Preparation Date
On and after the Transaction Announcement Date, the following circumstances are observed.

50

①

The Tender Offeror has finalized the terms of the Tender Offer as follows.


The Tender Offeror has set a minimum number of shares to be purchased in the Tender Offer
such that the number of voting rights of the Target Company held by the Offeror after theTender Offer will be equivalent to at least 53.22% of the total voting rights of the Target
Company.

The Tender Offeror has set the Tender Offer Period at 20 business days (the period from thebusiness day following the announcement date of the Tender Offer to the last day of the Tender
Offer Period is 38 business days).

The other terms remain unchanged.

②

The Target Company’s share price remains above the Tender Offer Price.

③

In summary, the Target Company had the following communications with Bain Capital.


The Target Company received a communication from Bain Capital stating that it wished to
conduct due diligence with the objective of making a proposal that would maximize thecorporate value of the Target Company.



On August 20, 2024, the Special Committee submitted to board of directors of the Target
Company its opinion (the “August 20, 2024 Opinion”) that, from the perspective of ensuring
and enhancing the corporate value and the common interests of shareholders, it is reasonable
to grant Bain Capital the opportunity to conduct due diligence upon Bain Capital’s request.

In response to the foregoing opinion, the Target Company decided to permit Bain Capital toconduct due diligence, and since August 23, 2024, the Company has disclosed to Bain Capitalthe same information as that the Target Company had disclosed to other PE funds, including
KKR.

In permitting Bain Capital to conduct due diligence, on August 23, 2024, the Target Company
requested that Bain Capital provide the Company with a Highly Confident Letter issued by afinancial institution and a document evidencing Bain Capital’s financial capacity for theequity investment no later than August 30, 2024.



On August 30, 2024, the Target Company received from Bain Capital the Supplementary
Explanatory Materials dated August 30, 2024 and the Equity Commitment Letter.



As of the Additional Report Preparation Date, Bain Capital has not submitted a legallybinding proposal to the Target Company.

④

Both the 3DIP Tender Agreement and the Farallon Tender Agreement remain in effect and there areno circumstances that would call into question the likelihood that those shareholders will tendertheir shares under those Tender Agreements.

⑤

The Target Company has completed or is expected to complete the procedures required by theapplicable domestic and foreign competition laws and other necessary procedures in connection
with the Transaction, and there are no facts that the competition authorities have issued to the Target
Company or any administrative guidance that would diminish the value of the Target Company’sbusiness, such as divestiture of the relevant business.

⑥

As of the Transaction Announcement Date, the Special Committee has not found any circumstancesthat would require a change in the business plan used as the basis for calculating the value of theTarget Company’s shares using the DCF Analysis, and no changes have been made to the Share51

Valuation Report (JP Morgan Securities), the Fairness Opinion and the Share Valuation Report(SMBC Nikko Securities).
Measures to ensure the fairness of the Tender Offer, including measures to ensure the fairness of⑦

the Tender Offer Price and to avoid conflicts of interest, have been taken at the same level as on theTransaction Announcement Date (As described below, the Supplementary Explanatory Materials
dated August 30, 2024 state that the Founding Family Shareholders have entered into the agreementwith Bain Capital and that the Founding Family Shareholders intends to make a reinvestment in thetransaction related to Bain Capital’s proposal. Since Mr. Sakashita, one of the Target Company’s
executives, is a member of the Founding Family Shareholders’ family, he must be considered tohave a special interest in both the Transaction and Bain Capital’s proposal, and since September 2,2024, new measures have been taken to prevent him from participating in discussions, resolutions,
meetings with external parties, etc. regarding the transaction to take the Target Company private.).
There are no events that may have a material impact on the value of the Target Company’s shares,⑧

or any other undisclosed material facts concerning the Target Company (meaning the facts
stipulated in Article 166, Paragraph 2 of the Financial Instruments and Exchange Act), or any facts
concerning the implementation of the Tender Offer, Etc. or the suspension of the Tender Offer, Etc.
(meaning the facts stipulated in Article 167, Paragraph 1 of the Financial Instruments and ExchangeAct), or, if there are any, they are stated in the Target Company Press Release Dated September 4,
2024.
(b)

Considerations①

Whether or Not the Transactions Contribute to the Enhancement of the Target Company’s
Corporate Value
There is no change in the assumed facts concerning the consultation matters identified in the Report
dated August 7, 2024.
Therefore, the Special Committee does not change its opinion on the consultation matters in theReport dated August 7, 2024.
Whether or Not the Terms of the Transaction Are Reasonable②

There is no change in the assumed facts concerning the consultation matters identified in the Report
dated August 7, 2024.
Therefore, the Special Committee does not change its opinion on the consultation matters in theReport dated August 7, 2024.
③

Whether or Not the Fairness of the Procedures is Secured in the Transaction

A.

Regarding Bain Capital’s Proposal(A) Assessment of the Feasibility of the Transactions
Bain Capital submitted the Equity Commitment Letter dated August 30, 2024, which states thatthe financing under the Equity Commitment Letter is subject to the execution of a valid tender
offer agreement between the purchaser on Bain Capital’s part and the Target Company, thecommencement and successful completion of the tender offer following satisfaction or waiverof the conditions set forth in the tender offer agreement, substantially contemporaneous funding52

of debt financing, and the final approval by the investment committee, but those conditions
precedent for the realization of financing have not been met. In addition, at this time, Bain
Capital has not yet provided a Highly Confident Letter from a financial institution. Furthermore,the 3DIP Tender Agreement and the Farallon Tender Agreement, both entered into with KKR,
remain in effect and 3DIP and Farallon are highly likely to tender their shares in the Tender Offer,
while Bain Capital has not yet submitted a legally binding proposal as of the Additional Report
Preparation Date, as it did not do on the Transaction Announcement Date.
Accordingly, since the Tender Offer and Bain Capital’s proposal are based on different premises
and at this time they cannot be fairly compared and considered from both qualitative andquantitative perspectives, the Special Committee has determined that it should choose toconsider the Transaction at this time.
In light of the aforementioned facts, as of the Additional Report Preparation Date, there is nochange in the Special Committee’s assessment that the Transaction by KKR is superior to Bain
Capital’s proposal in terms of feasibility.
According to the Supplementary Explanatory Materials dated August 30, 2024, Bain Capitaland the Founding Family Shareholders entered into an agreement (the “Agreement”) regarding
a transaction to take the Target Company private. The Supplementary Explanatory Materials
dated August 30, 2024 state that, from the date of execution of the Agreement until December
31, 2024, the Founding Family Shareholders have agreed not to take any action that competes,
contradicts or conflicts with, or may compete, contradict or conflict with, the said transaction
with any person other than the Target Company. The Special Committee asked Bain Capital
about the content of the Agreement and Bain Capital answered that Bain Capital did not enter
into any tender agreement and that it was an agreement regarding exclusive negotiating rights.
The Special Committee, through the Target Company’s executives, also asked Bain Capital, theFounding Family Shareholders and the Founding Family Shareholder’s financial advisor,
Nomura Securities Co., Ltd. on this matter, but the Special Committee did not receive anyanswer.
In any event, since the Special Committee did not assume in the Report dated August 7, 2024
that the Founding Family Shareholders had or had not tendered its shares, those facts do notaffect its opinion in the Report dated August 7, 2024.
(B)

The Special Committee’s Response in Light of Bain Capital’s Proposal
In light of the following points, it is reasonable for the Special Committee to choose to consider
the Transaction at this time.
Bain Capital has not submitted a legally binding proposal, and according to the
Supplementary Explanatory Materials dated August 30, 2024, Bain Capital has not yet
completed its due diligence on the Target Company, so the Transaction is still superior interms of feasibility.



The Transaction, which is supported by 3DIP and Farallon, are more compatible with theobjective of achieving a stable shareholder composition through the restructuring of theshareholder composition and realizing the Medium-Term Management Plan 2028.

Nothing precludes Bain Capital from submitting a legally binding and feasible
counteroffer or initiating a competing tender offer during the Tender Offer Period, and the53Company is under no obligation to restrict Bain Capital’s consideration of such offers.
In addition, the exclusion of the Transaction in favor of Bain Capital’s proposal at this time
would lead the Special Committee to identify the following issues:

KKR has entered into the 3DIP Agreement and the Farallon Agreement, which do notcontain the fiduciary out clause. Therefore, Bain Capital’s counteroffer would be a
proposal that could only be implemented if the Tender Offer is unsuccessful. In thiscontext, seeking only Bain Capital’s proposal, which is not legally binding, at this point
in time would foreclose the possibility of consummating the Transaction, and on the other
hand, since it is still uncertain whether Bain Capital will make a legally binding proposal,
it would create the risk that neither the Transaction nor Bain Capital’s proposal would be
consummated.

While the Tender Offer Price can already be evaluated as a level that provides a reasonable
opportunity to sell shares at a price with an appropriate premium, the price proposed by
Bain Capital is currently only approximately 5% above the Tender Offer Price. Failure toenter into the Transaction in order to obtain this difference would ultimately be contrary
to the interests of the Target Company’s minority shareholders and the Target Company.

However, it is not appropriate to arbitrarily exclude the possibility of realization of a competing
proposal that would exceed the Tender Offer Price and to deprive the Target Company’s minority
shareholders of the opportunity to make a choice. Accordingly, the Special Committee acted asfollows with respect to Bain Capital’s proposal:In the August 20, 2024 Opinion, the Special Committee stated that it is appropriate to
grant Bain Capital the opportunity to conduct due diligence upon the request of Bain
Capital in order to eliminate the deviation of information disclosed to Bain Capital andinformation disclosed to other PE funds including KKR. Based on this opinion, the Target
Company disclosed relevant information to Bain Capital.

The Special Committee, from the view point of ensuring the feasibility of the Transaction
but not arbitrarily foreclosing the possibility of realization of a competing proposal, told
the Target Company’s executives that the Target Company would appropriately disclose
the facts regarding Bain Capital’s proposal in the Target Company Press Release Dated
September 4, 2024.

B.

Regarding the Minimum Number of Shares to Be Purchased set by the Tender Offeror
The Tender Offeror has set the minimum number of shares to be purchased for the purpose ofstabilizing the consummation of the Tender Offer, and there is nothing unreasonable in their
explanation.
Given the likelihood that the Target Company will approve the proposal for the Share
Consolidation if the Tender Offer is successful, it is unlikely that the Squeeze-Out Procedure will
not be implemented despite the successful completion of the Tender Offer, because:

There is nothing unreasonable in the results of the Tender Offeror’s analysis of theshareholding ratios, investment policies and voting behavior of the passive index funds
and pension asset management institutions that own the Target Company’s shares, as wellas the actual voting rights exercise rate at the Target Company’s shareholders meetings;

54

and


If the voting rights held by the Tender Offeror fall below two-thirds of the total voting
rights of all shareholders of the Target Company after the consummation of the Tender
Offer, it is possible that the proposal for the Share Consolidation will not be approved at
the Target Company’s Extraordinary General Shareholders Meeting; however, the Tender
Offeror plans to acquire the Target Company’s shares and take the Target Company’s
shares private through all possible means.

In addition, the Tender Offeror has set the price for the additional acquisition of shares at themarket price in the case of an intra-market transaction, or at a price that is evaluated to beeconomically equivalent to the Tender Offer Price per share in the case of a non-market transaction,
unless an event occurs that requires the Company to make an adjustment, such as a shareconsolidation or share split.
In light of the above, fairness is expected to be ensured by eliminating coercion and ensuring that
there will be no unequal result for shareholders who will tender their shares.
As stated above, the Tender Offeror has set the minimum number of shares to be purchased, taking
into account the interests of minority shareholders, and therefore, the Special Committee believes
that the improvement in the feasibility of the Tender Offer due to the determination of theminimum number of shares to be purchased is desirable because it will increase the likelihoodthat the Transaction, which is considered to contribute to enhancing the corporate value of theTarget Company and it will provide minority shareholders with appropriate opportunities to sell
their shares.
C.

Tender Offer Period
The Tender Offeror has set the Tender Offer Period at 20 business days (the period from thebusiness day following the announcement date of the Tender Offer to the last day of the Tender
Offer Period is 38 business days) because the 30-day period necessary for the initial review
conducted by Vietnam’s National Competition Commission may be shortened and the Tender
Offeror may be able to obtain approval for the Share Acquisition during the Tender Offer Period.
The Special Committee finds nothing unreasonable in the Offeror’s explanation.
In addition, in the Tender Offeror’s disclosure materials dated the Transaction Announcement
Date, the Tender Offeror announced that the Tender Offeror may set the Tender Offer Period atless than 30 business days.
As stated in the Report dated August 7, 2024, the Tender Offer is a so-called pre-announced tender
offer. Taking into account the length of the period from the announcement date of the Tender Offer
to the commencement date of the Tender Offer, it ensures that the Target Company’s shareholders
and the Share Option Holders will have the opportunity to make an appropriate decision as towhether or not to tender their shares in the Tender Offer and that Proposers of Competing
Acquisitions (including Bain Capital and business companies) will have the opportunity to makea competing offer.
In addition, the Special Committee negotiated with KKR to set the Tender Offer Period at 30
business days or longer. However, those negotiations did not result in a commitment by KKR to
set the Tender Offer Period at 30 business days or longer. However, if the Target Company

55maintains the above stance in negotiations and, for example, exercises its legal rights so that theTender Offer Period is set at 30 business days or more, the opportunity to make a competing offer
will be secured, which would be a desirable outcome, and the rationality of the Tender Offer
Period will be further ensured. Accordingly, the board of directors of the Target Company shouldmake such efforts.
D.

Disclosure of Information
The Special Committee believes that the following information is adequately disclosed in theTarget Company Press Release Dated September 4, 2024.
Information regarding Bain Capital’s proposal, including the existence of Bain Capital’s
proposal, Bain Capital’s conducting and continuing due diligence, fact regarding thesummaries of the Supplementary Explanatory Materials dated August 30, 2024, the Equity
Commitment Letter and the Agreement



Information regarding the minimum number of shares to be purchased under the Tender
Offer and the Tender Offer Period (if the right to request an extension of time is exercised,
including the reason for exercising such right)



Information on how the measures to secure fairness are implemented, including thestatements in the Special Committee’s opinion and the adjustments made for persons
having special interests

E.

Short Summary
Accordingly, the Special Committee does not change its opinion on the consultation matters in
the Report dated August 7, 2024.

F.

Conclusion
Accordingly, as of the Additional Report Preparation Date, the Special Committee does notchange the following opinions expressed in the Report dated August 7, 2024.
The Special Committee recommends that the board of directors of the Target Company
should execute the Transaction (including approving the resolution to express its opinion
that it supports the Tender Offer and recommends that the shareholders and Share Option
Holders of the Target Company tender their Target Company Securities in the Tender
Offer).

The decision by the board of directors of the Target Company to execute the Transaction
is not disadvantageous to the minority shareholders of the Target Company.

(V) Share Valuation Report and Fairness Opinion Obtained by the Special Committee from an Independent Third
Party Appraiser
According to the Target Company, when reviewing the Consultation Matters (defined below), the Special Committee
requested JP Morgan Securities, a financial advisor and third-party appraiser that is independent from the Tender
Offeror, the Tender Offeror’s Parent Company, KKR, and the Target Company, a valuation of the Target Company’s
share value and also requested the submission of a fairness opinion (“Fairness Opinion”) stating that the Tender Offer
Price (8,800 yen per share of the Target Company Shares) is fair to the shareholders of the Target Company from afinancial point of view.
JP Morgan Securities reviewed the Target Company’s financial condition and trends in the market price of the Target

56

Company Shares and concluded that it was appropriate to use a multifaceted approach and considered which valuation
methods should be adopted from among multiple share valuation methods. Since there is a market price for the Target
Company Shares, JP Morgan Securities used the average market price method, and it used the comparable company
method because there are several listed companies comparable to the Target Company, making it possible to infer thevalue of the Target Company’s shares through comparison. It also used the comparable transaction method, given that
there are several publicly announced transactions that are relatively similar to the Tender Offer focusing on privatization
deals involving Japanese companies engaged in similar businesses over the past few years, allowing for the inferenceof the Target Company’s share value through comparison with those transactions. Lastly, JP Morgan Securities usedthe DCF Method to reflect future business activities in the valuation. Based on these methods, JP Morgan Securities
calculated the share value of the Target Company Shares and submitted a share valuation report dated August 7, 2024(“Share Valuation Report (JP Morgan Securities)”) to the Special Committee. Additionally, on August 7, 2024, JPMorgan Securities submitted the Fairness Opinion to the Special Committee, which stated that, under the conditions
set out in the notes below, the Tender Offer Price is fair to the Target Company’s shareholders from a financial point ofview. The Share Valuation Report (JP Morgan Securities) and the Fairness Opinion were prepared solely to provide
information and to support the Special Committee in its review of the Transaction. Additionally, JP Morgan Securities
is not a related party of the Tender Offeror, the Tender Offeror’s Parent Company, KKR, or the Target Company anddoes not have any material interests in the Transaction.
In addition, the Special Committee found that there is no need to change or update the contents of the Share Valuation
Report (JP Morgan Securities) or the Fairness Opinion because there are no unreasonable points in the explanation by
J.P. Morgan that would necessitate a change to the contents of the Share Valuation Report. Considering the situationfrom August 7, 2024, on which the Special Committee meeting was held, to September 4 2024, there are no significant
changes in the assumptions that may affect the Share Valuation Report (JP Morgan Securities) and the Fairness Opinion,
and there are no particular changes in the business environment surrounding the Target Company Group or the industry
as a whole.
The calculation ranges of the share value per share of the Target Company Shares calculated by JP Morgan Securities
based on the above methods are as follows.
Average market price method:

6,505 yen – 7,390 yen

Comparable company method:

4,758 yen – 5,566 yen

Comparable transaction method: 4,946 yen – 7,253 yen
DCF Method:

7,852 yen – 10,453 yen

Under the average market price method, the range of the per-share value of the Target Company Shares has been
calculated to be 6,505 yen to 7,390 yen with August 7, 2024, which is the business day immediately preceding theannouncement date of this press release, as the valuation date, based on the closing price of the Target Company Shareson the Prime Market of the TSE on the valuation date (7,390 yen), the simple average of the closing price of the Target
Company Shares for the most recent one month (7,130 yen), the simple average of the closing price for the most recent
three months (6,797 yen), and the simple average of the closing price for the most recent six months (6,505 yen).
Under the comparable company method, the range of the per-share value of the Target Company Shares has been
calculated to be 4,758 yen to 5,566 yen based on a calculation of the share value of the Target Company Shares throughcomparisons with market prices and financial indicators showing factors such as profitability of listed companies
engaged in businesses that are comparably similar to the Target Company.

57

Under the comparable transaction method, JP Morgan Securities focused on privatization deals involving Japanesecompanies engaged in similar businesses over the past few years through comparisons with transaction prices andfinancial indicators such as the profitability of past publicly announced transactions in Japan considered relatively
similar to the Tender Offer. Through those comparisons, JP Morgan Securities calculated the range of the value of theTarget Company Shares to be between 4,946 yen and 7,253 yen per share. Under the comparable transaction method,
JP Morgan Securities calculated the value of the Target Company Shares through comparisons with transaction prices
and financial indicators such as the profitability of past publicly announced transactions in Japan considered relatively
similar to the Tender Offer with a focus on privatization deals involving Japanese companies engaged in similarbusinesses over the past few years. Through those comparisons, JP Morgan Securities calculated the range of the valueof the Target Company Shares to be between 4,946 yen and 7,253 yen per share. Under the DCF Method, JP Morgan
Securities conducted an analysis based on the Target Company’s business plan and financial forecasts for the fiscal
years ending December 2024 through December 2028, as well as the revenue and investment plans outlined in theTarget Company’s business plan, which were approved by the Special Committee for JP Morgan Securities to use. In
the analysis using the DCF Method, the financial projections were based on Business Plans prepared by the Target
Company, but that does not include fiscal years where it is anticipated there will be significant fluctuations in profits
or losses and fluctuations in the free cash flow. Additionally, potential synergy effects expected to be realized throughthe execution of the Transaction were not reflected in the valuation as it was difficult to specifically estimate theirimpact on earnings at the time of the valuation. The share value of the Target Company was therefore calculated on astandalone basis.
The compensation paid to JP Morgan Securities is only a fixed fee to be paid regardless of the outcome of theTransaction, and do not include any incentive fee contingent upon the successful completion of the Transaction.
(Note)In expressing the opinions stated in the Fairness Opinion and calculating the share value of the Target
Company Shares in the Share Valuation Report (JP Morgan Securities) upon which those opinions are
based, JP Morgan Securities assumed that all public information, information provided by the Special
Committee, the Target Company, and the Tender Offeror, and information discussed with the Special
Committee, the Target Company, and the Tender Offeror, as well as any other information that JP Morgan
Securities reviewed or had reviewed on its behalf, is accurate and complete. JP Morgan Securities has notindependently verified the accuracy or completeness of that information (and does not assume any
responsibility or obligation to do so). JP Morgan Securities has not conducted any evaluation orassessment of any assets or liabilities of the Tender Offeror or the Target Company and no such evaluation
or assessment has been conducted on its behalf. Additionally, JP Morgan Securities has not evaluated thecreditworthiness of the Tender Offeror or the Target Company under any laws or regulations related toinsolvency, suspensions of payments, or similar matters. In relying on the financial analyses and forecasts
submitted by the Target Company or derived therefrom, JP Morgan Securities assumed that those analyses
and forecasts were reasonably prepared based on the best current estimates and judgments of the
management of the Target Company regarding the future performance and financial condition of theTarget Company. JP Morgan Securities does not express any opinion on those analyses or forecasts or on
the assumptions on which they are based. Additionally, JP Morgan Securities assumes that the Tender
Offer and all transactions intended to be carried out by the Tender Offeror as described in this press release(“Tender Offer, Etc.”) will be executed as described in this press release. JP Morgan Securities is not anexpert in legal, regulatory, tax, accounting, or similar matters and has relied on the judgment of theadvisors of the Special Committee on those matters. Further, JP Morgan Securities assumes that allimportant consents and approvals from governments, regulatory authorities, and other parties required
for the execution of the Tender Offer, Etc. will be obtained without adversely affecting the benefits

58expected to be enjoyed by the Target Company from the execution of the Tender Offer, Etc.
The Fairness Opinion and the underlying valuation results in the Share Valuation Report (JP Morgan
Securities) are necessarily based on the information available to JP Morgan Securities as of the date of theFairness Opinion and on the economic, market, and other conditions as they existed on that date. Eventsoccurring after that date might affect the Fairness Opinion and the underlying valuation results in the Share
Valuation Report (JP Morgan Securities). However, JP Morgan Securities is under no obligation to update,revise, or reaffirm its analysis or opinions. The Fairness Opinion only expresses an opinion that the Tender
Offer Price is fair to the Target Company’s shareholders from a financial perspective under certain
conditions. It does not express an opinion on whether the Tender Offer Price is fair to holders of any othertypes of securities, creditors, or other stakeholders of the Target Company. Additionally, it does not givean opinion on the merits of the Target Company’s decision to proceed with the Tender Offer, Etc. JP
Morgan Securities does not express any opinion on the amount or nature of any compensation related to
the Tender Offer Price in the Tender Offer, Etc. for any officer, director, employee, or any related party of
any of the parties involved in the Tender Offer and it does not give an opinion on the fairness of any suchcompensation. Further, JP Morgan Securities does not express any opinion or make any recommendation
to the shareholders of the Target Company on whether they should tender their shares in the Tender Offeror how they should act with respect to the Transaction or any related matters.
Additionally, the Fairness Opinion and the underlying valuation results in the Share Valuation Report (JPMorgan Securities) do not constitute a recommendation to the Target Company or its board of directors
regarding any specific purchase price and do not recommend that any specific purchase price is the only
appropriate price.
JP Morgan Securities is the financial advisor of the Special Committee and is expected to receive
compensation from the Target Company for its services as the financial advisor. That compensation ispayable regardless of whether the Tender Offer and the related transactions are executed. Further, theTarget Company has agreed to indemnify JP Morgan Securities for certain liabilities that might arise outof its services. During the two years leading up to the date of the Fairness Opinion, JP Morgan Securities
and its affiliates did not provide any financial advisory services or other important commercial banking
services or investment banking services to the Target Company. During the two years leading up to thedate of the Fairness Opinion, JP Morgan Securities and its affiliates provided commercial banking services
and investment banking services to KKR & Co. Inc. (“KKR & Co.”), which is the parent entity of
Kohlberg Kravis Roberts & Co. L.P., and received customary compensation for those services. The
services provided during that period included financial advisory services to KKR & Co., as well as
syndicated loans, bond underwriting, equity securities underwriting, and financial advisory services to
KKR & Co.’s portfolio companies. Additionally, JP Morgan Securities' affiliated investment bank acts as
an agent bank and is a lender for unpaid credit facilities to the Tender Offeror, KKR & Co, and its portfolio
companies. That affiliate receives customary compensation or other monetary benefits for those services.
As of August 8, 2024, JP Morgan Securities and its affiliates hold less than 1% of the outstanding common
stock or interests of each of KKR & Co. and the Target Company. In the ordinary course of their business,
JP Morgan Securities and its affiliates might trade the debt and equity securities of the Target Company,
KKR & Co. or any of its portfolio companies for its own account or for the accounts of customers.
Accordingly, JP Morgan Securities and those affiliates might at any time hold long or short positions in
those securities.
The business plans and financial forecasts of the Target Company (“Financial Forecasts”) submitted to JP

59

Morgan Securities in connection with the analysis by JP Morgan Securities of the Target Company’s sharevalue and the Fairness Opinion have been approved by the Special Committee for use by JP Morgan
Securities. Please note that the Financial Forecasts have not been publicly disclosed by the Target
Company and were not prepared for the purpose of public disclosure. The Financial Forecasts are
inherently uncertain and depend on numerous variables and assumptions beyond the control of the Target
Company’s management. These include, but are not limited to, factors related to general economic
conditions, competitive conditions, and prevailing interest rates. Therefore, actual performance might
differ significantly from the Financial Forecasts.
The opinions expressed in the Fairness Opinion and the results and summary of the valuation methods
outlined in the Share Valuation Report (JP Morgan Securities) do not encompass all the analyses conducted
or data referenced by JP Morgan Securities. The Fairness Opinion and the Share Valuation Report (JPMorgan Securities) have been prepared after going through a complex process, so any partial orsummarized description of the analysis results in those documents will not necessarily accurately represent
the entirety of the analysis. The results of the analysis by JP Morgan Securities must be considered as awhole and relying on only a part or a summary of those results without considering the analysis results intheir entirety might result in an incorrect understanding of the processes underlying the analysis and theopinions of JP Morgan Securities. In expressing its opinion, JP Morgan Securities has considered eachanalysis and factor holistically and comprehensively, without assigning undue weight to any specificanalysis or factor. Moreover, JP Morgan Securities does not express an opinion on whether any particularanalysis or factor was the primary basis for its opinion or the extent to which any individual analysis or
factor contributed to its opinion. Additionally, the companies selected for comparison in the analysis werechosen by JP Morgan Securities for the purpose of the analysis because they are publicly traded companies
that are (in some cases) engaged in businesses considered to be similar to that of the Target Company.
However, those companies are not identical to the Target Company’s business segment or subsidiaries.
Therefore, the analysis by JP Morgan Securities necessarily involves complex considerations andjudgments regarding differences in the financial and business characteristics of the companies selected forcomparison with the Target Company, as well as other factors that might affect those companies.
(VI)

Advice From an Independent Law Firm Obtained by the Special Committee

The Special Committee appointed Shiomizaka as its legal advisor independent from the Tender Offeror, the Tender
Offeror’s Parent Company, KKR, and the Target Company, and the Target Company received legal advice including
advice with respect to the measures to be taken to ensure the fairness, objectivity, and rationality of procedures takenin the Transaction, various steps to be taken for the Transaction, and the method for decision-making by the Target
Company for the Transaction and the process, etc. thereof.
Shiomizaka is not a related party of the Tender Offeror, the Tender Offeror’s Parent Company, KKR, or the Target
Company and has no material interest in the expression of opinion on the Tender Offer. The fees to be paid to
Shiomizaka are calculated by multiplying an hourly rate by the number of hours worked, regardless of the outcome of
the Transaction, and do not include any incentive fee contingent upon the successful completion of the Transaction.
(VII)

Approval of All Directors With No Interest in the Target Company and Opinion of No Objection of All
Target Company Auditors With No Interest in the Target Company

The board of directors carefully discussed and examined the terms of the Transaction. This was done by considering
financial advice from SMBC Nikko Securities, the details of the Share Valuation Report (SMBC Nikko Securities), andthe legal advice received from Mori Hamada & Matsumoto and by respecting to the utmost the contents of the Report
dated August 7, 2024 obtained from the Special Committee.

60

As described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender
Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender
Offer, and the Management Policy After the Tender Offer” above, the Target Company judged that, because the Tender
Offer Price of 8,800 yen per share is a fair price that ensures the benefits to be enjoyed by the Target Company’s
minority shareholders and, given that the Share Option Purchase Price is calculated as the Tender Offer Price of 8,800
yen minus the exercise price per share of the Share Options multiplied by the number of shares underlying each Share
Option, the Share Option Purchase Price is also a fair price, the Tender Offer will provide the Target Company’s
shareholders and stock acquisition rights holders with a reasonable opportunity to sell the Target Company Shares at a
price with an appropriate premium, and the Target Company passed a resolution at the meeting of the board of directors
held on August 8, 2024 to express its support for the Tender Offer as its opinion on that same date and recommend to
the shareholders of the Target Company and the Share Options Holders to tender their Target Company Securities in
the Tender Offer, if the Tender Offer has commenced.
As mentioned above, the Tender Offeror intends to promptly implement the Tender Offer once the Tender Offer
Conditions have been satisfied or waived by the Tender Offeror. According to the Tender Offeror, as of August 8, 2024,
it aimed to commence the Tender Offer around the middle of September 2024. However, since it is difficult toaccurately predict the time required for the procedures of authorities with jurisdiction over the procedures for the
Clearance, the Tender Offeror will announce the details of the Tender Offer schedule as soon as they are determined.
For that reason, the Target Company resolved at the above meeting of the board of directors to (a) ask the Special
Committee to consider whether there is any change to the Report dated August 7, 2024 submitted by the Special
Committee to the board of directors on August 7, 2024 upon the commencement of the Tender Offer and, if there has
not been any change, to inform the board of directors of that fact, or, if there has been a change, to inform the board of
directors of its opinion after that change and (b) express its opinion on the Tender Offer again upon the commencementof the Tender Offer in light of that opinion.
At the above meeting of the board of directors, 11 out of 12 directors of the Target Company participated in the
deliberations and resolutions, with the exception of Mr. Sakashita, with all participating directors unanimously passing
the resolutions. Furthermore, Mr. Sakashita is related by marriage to the Founding Family Shareholders, and it ispossible that he may be deemed to have a special interest in both the Tender Offeror proposed by the Tender Offeror,
and the proposal to take the Target Company private by Bain Capital, on the assumption of an agreement between Bain
Capital and the Founding Family Shareholders. Therefore, from September 2, 2024, when it was discovered that there
may be a special interest, in order to avoid the risk of a conflict of interest and to ensure the fairness of the Transaction,
Mr. Sakashita did not participate in the examination of the Transaction or in discussions or negotiations with the Tender
Offeror on behalf of the Target Company. The examination framework for the Transaction that was established within
the Target Company (including the scope of the Target Company officers involved in the review, negotiations, anddecision-making for the Transaction) was established based on advice from Shiomizaka, an independent law firm, andhas been approved by the Special Committee to ensure there are no issues regarding independence and fairness.
Subsequently, on August 26, 2024, the Target Company was informed by the Tender Offeror that based on
expectations for the Procedures in Response to Vietnamese Authorities, the Tender Offeror will commence the Tender
Offer from September 5, 2024. Furthermore, on August 30, 2024, the Target Company was informed by the Tender
Offeror that (i) the procedures in response to the authorities except for the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities have been completed; (ii) in relation to condition 11 of the Condition
Precedent, the Tender Offeror will waive the condition of the completion of acquisition of the Clearance related to theForeign Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities; and (iii) on the premisethat the Conditions Precedent are satisfied (or waived by the Tender Offeror), the Tender Offeror planned to commence
the Tender Offer from September 5, 2024. As a result of carefully reviewing the terms and conditions of the Tender61

Offer, including the commencement date and Tender offer Period, while respecting the contents of the Report dated
September 4, 2024 submitted by the Special Committee to the fullest extent, the Target Company determined that there
were no factors necessitating that it change its opinion on the Tender Offer as of August 8, 2024, even as of today. In
addition the Target Company was informed by the Tender Offeror on August 26, 2024 that the Tender Offeror would
set the minimum number of shares to be purchased such that the number of voting rights of the Target Company heldby the Tender Offeror after the Tender Offer would be equal to or more than 57.97% of the total voting rights of theTarget Company. Thereafter, the Target Company was informed by the Tender Offeror on August 30, 2024 that theTender Offeror would set the minimum number of shares to be purchased such that the number of voting rights of theTarget Company held by the Tender Offeror after the Tender Offer would be equal to or more than 53.22% of the total
voting rights of the Target Company. While the setting of such minimum number increases the likelihood of the Tender
Offer being successful, it is also possible that, in theory, the Target Company will not be taken private despite theTender Offer being successful. In light of it being understood that there is a considerable number of passive index
management funds and pension asset management institutions with similar management policies and voting trends tosuch passive index management funds among the Target Company shareholders that in principle, will not tender theirshares in tender offers regardless of the appropriateness of the conditions of the tender offer, but will vote in favor of
the proposal on the share consolidation at the general shareholders meeting in the subsequent squeeze-out procedure,
and the maximum voting rate at the general shareholders meeting for the most recent three fiscal years of the Target
Company (92.16%), even if the number of Target Company shares held by the Tender Offeror after completion of theTender Offer is the minimum number of shares to be purchased, by the Tender Offeror holding 53.22% of the Target
Company total voting rights, it is expected that the Target Company Shares whose voting rights will be exercised infavor of the proposal on the Share Consolidation will reach 61.45% in terms of the ownership ratio. Furthermore,considering the number of Target Company Shares required for the approval of the proposal on the Share Consolidation
being at a level equivalent to the ratio (approximately 61.44%) calculated by multiplying 92.16%, which is the
maximum voting rate at the general shareholders meeting for the most recent three fiscal years of the Target Company
by two-thirds, which is the voting rights ratio required for the approval of a special resolution at the general shareholders
meeting, it is estimated that the level of the number of Target Company Shares whose voting rights will be exercisedin favor of the proposal on the Share Consolidation above (approximately 61.45%) will exceed the voting rights ratioof 61.44%, and the Tender Offeror believes that it is highly likely the proposal on the Share Consolidation is approvedat the Extraordinary General Shareholders Meeting after the Tender Offer. In addition, even if the proposal on the shareconsolidation is not approved at the Extraordinary General Shareholders Meeting after the Tender Offer, the Tender
Offeror intends on promptly taking the Target Company private by acquiring additional Target Company Shares.
According to the Tender Offeror, in the case of on-market transactions, it intends to acquire additional Target Company
Shares at the market price, and in the case of a method other than an on-market transaction, the Tender Offeror intends
on acquire the Target Company Shares at a price evaluated as being economically equivalent to the Tender Offer Priceper share, unless there is an event that causes an adjustment to become necessary, such as a share consolidation or ashare split by the Target Company. Given that the fairness of the Tender Offer is expected to be ensured by eliminating
coercion and ensuring that no unfair results are produced for the shareholders who have tendered their shares, it wasdetermined that there are no problems with setting a minimum number of shares to be purchased such that the ownership
ratio of the Tender Offeror after the Tender Offer is 53.22%, and as stated above, there were no factors necessitatingthat it change its opinion on the Tender Offer as of August 8, 2024.
Based on the above, at the board of directors meeting held today, the Target Company resolved to express its support
for the Tender Offer again and to recommend its shareholders and Share Option Holders to tender their Target Company
Securities in the Tender Offer.

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Additionally, the meetings of the board of directors held on August 8, 2024 and today mentioned above were attended
by three company auditors of the Target Company, and all company auditors who attended stated their opinion thatthey have no objection to passing the above resolutions.
(VIII)

Measures to Ensure that Other Purchasers have an Opportunity to Purchase

The Tender Offeror has set the Tender Offer Period at 30 business days (if the period from the announcement of theTender Offer to the commencement date of the Tender Offer is included, 48 business days), whereas the minimum
period stipulated by law is 20 business days. By setting the Tender Offer Period to a longer period than the minimum
required by law, the Tender Offeror believes there will be adequate opportunities for shareholders of the Target
Company and the Share Option Holders to make appropriate judgments as to whether to tender in the Tender Offer,and opportunities for Proposers of Competing Acquisitions to engage in competing purchases and the like.
Furthermore, as described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Supportof the Tender Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to
Conduct the Tender Offer, and the Management Policy After the Tender Offer” above, the Target Company started theTarget Company Information Provision Process in August 2023, and by comparing and examining measures to enhance
corporate value to be realized through privatizing the Target Company Shares, which were provided by multiple
candidates, including KKR, with measures to enhance corporate value that the Target Company is expected to realize
as a listed company, the Target Company concluded that the measures to enhance corporate value to be realized throughprivatizing the Target Company Shares are more desirable from the perspective of securing and enhancing its corporate
value and, ultimately, the common interests of its shareholders. Since the commencement of the 3DIP Process andTarget Company Information Provision Process, while maintaining a certain level of competition and continuing
discussions and interviews with multiple candidates, the Target Company received multiple proposals for privatization,and compared these proposals. As a result the Target Company decided to commence discussions and deliberations
with KKR, whose final proposal was best, towards the implementation of the Transaction (including negotiations on
the final Tender Offer Price), and after ongoing discussions and negotiations, KKR was selected as the final candidate.
The Target Company received information on measures to improve corporate value, and at least one privatization
proposal from all candidates that participated in the Target Company Information Provision Process. Further, according
to the disclosure document titled “Notice Regarding the Status of Consideration of Measures to Enhance Corporate
Value” published January 12, 2024, it is public knowledge that the Target Company has received proposals to be taken
private from several private equity funds and is considering the details of such proposals, and until today, there has
been ample opportunity and time for potential acquirers interested in taking the Target Company private to makeproposals. Because an expiration date was set for the KKR Final Proposal, proactive market checks are not necessarily
the best option from the perspective of securing and improving corporate value and the common interests ofshareholders, in that it raises concerns that the KKR Final Proposal may expire. Therefore, the Tender Offeror believes
that careful consideration to secure and improve corporate value and the common interests of shareholders andsubstantial and proactive market checks have been performed over a sufficient period of time. Based on these factors,
the Tender Offeror believes there are sufficient opportunities for persons other than the Tender Offeror to purchase theTarget Company Securities.
(IX)

Elimination of Coercion

As described in “(4) Policy on Post-Tender Offer Organizational Restructuring, Etc. (Matters Relating to the TwoStep Acquisition)” below, (i) promptly after completion of settlement of the Tender Offer, the Tender Offeror plans torequest that the Target Company perform the Share Consolidation and plans to request that the Target Company holdan Extraordinary General Shareholders Meeting, which is to include a proposal about a partial amendment to the Target
Company’s Articles of Incorporation whereby the provision concerning the number of shares that constitute one unit

63

shall be abolished subject to effectuation of the Share Consolidation, and the Tender Offeror will not adopt a methodthat does not secure the right of shareholders of the Target Company to demand price determinations, and (ⅱ) it isdeclared that, when the Share Consolidation is performed, the amount of money that will be delivered to eachshareholder of the Target Company will be calculated to be equal to the price obtained by multiplying the Tender Offer
Price by the number of Target Company Shares possessed by each such shareholder (excluding the Tender Offeror andthe Target Company). As a result of these measures, the Target Company’s shareholders will have the opportunity tomake appropriate judgments as to whether to tender in the Tender Offer, thereby ensuring that there is no coercion.
(4)

Policy on Post-Tender Offer Organizational Restructuring, Etc. (Matters Relating to the Two-Step
acquisition)

As described in “(1) Outline of the Tender Offer” above, in the event that the Tender Offeror will be unable to acquire
all of the Target Company Shares (which includes Restricted Shares and Target Company Shares delivered upon
exercise of the Share Options but excludes treasury shares owned by the Target Company) and Share Options in theTender Offer, after completion of the Tender Offer, promptly after completion of the settlement of the Tender Offer, theTender Offeror plans to request that the Target Company perform a share consolidation of the Target Company Sharespursuant to Article 180 of the Companies Act (“Share Consolidation”) and plans to request that the Target Company
hold an extraordinary general shareholders meeting (“Extraordinary General Shareholders Meeting”), which is toinclude a proposal about a partial amendment to the Target Company’s Articles of Incorporation whereby the provision
concerning the number of shares that constitute one unit shall be abolished subject to effectuation of the Share
Consolidation. The Tender Offeror believes that it is desirable to hold the Extraordinary General Shareholders Meetingas early as possible from the perspective of enhancing the value of the Target Company, and it plans to request that theTarget Company make a public announcement about setting a record date during the Tender Offer Period so that thedate immediately following commencement of settlement of the Tender Offer will be the record date for the
Extraordinary General Shareholders Meeting. The date of the Extraordinary General Shareholders Meeting has notbeen determined at this time, but it is scheduled to be held in around December 2024. According to the Target Company
Press Release, the Target Company will respond to such request if made by the Tender Offeror. The Tender Offeror
plans to vote in favor of each of the above proposals at the Extraordinary General Meeting of Shareholders.
If the proposal for the Share Consolidation is approved at the Extraordinary General Shareholders Meeting, on thedate on which the Share Consolidation becomes effective, the shareholders of the Target Company will own the numberof Target Company Shares in accordance with the Share Consolidation ratio approved at the Extraordinary General
Shareholders Meeting. If the number of shares resulting from the Share Consolidation results in fractions of less than
one share, the money obtained by selling the fractions to the Target Company or the Tender Offeror in a number
equivalent to the sum total of such fractional shares (if the total sum includes fractional shares of less than one share,such sum shall be rounded down to the nearest whole number; hereinafter the same) will be delivered to shareholdersof such fractional shares of the Target Company in accordance with the procedures stipulated in Article 235 of theCompanies Act and other relevant laws and regulations. With respect to the sales price for the Target Company Sharesin the number equivalent to the sum total of such fractional shares, the Tender Offeror plans to set such price so thatthe amount of money delivered as a result of such sale to the shareholders of the Target Company that did not tendertheir shares in the Tender Offer (excluding the Tender Offeror and the Target Company) will be equal to the amountcalculated by multiplying the Tender Offer Price by the number of Target Company Shares held by each suchshareholder, and then request that the Target Company file a petition for permission for sale by private contract with acourt. Further, although the ratio of the Share Consolidation is undecided as of today, to ensure that only the Tender
Offeror will own all Target Company Shares (excluding treasury shares possessed by the Target Company), it is planned
that the number of shares that shareholders of the Target Company (excluding the Tender Offeror and the Target
Company) that do not tender shares in the Tender Offer will come to possess will be a fraction of less than one share.

64

As a provision for the purpose of protecting the rights of minority shareholders in connection with the Share
Consolidation, if the Share Consolidation is conducted and results in fractions of less than one share, in accordancewith the provisions of Articles 182-4 and 182-5 of the Companies Act and other relevant laws and regulations, theCompanies Act provides that shareholders of the Target Company who do not tender in the Tender Offer (excluding theTender Offeror and the Target Company) may demand that the Target Company purchase all of their shares that
constitute fractions of less than one share at a fair price, and may file a petition with a court to determine the price of
the Target Company Shares. As described above, in the Share Consolidation, since it is planned that the number ofshares that shareholders of the Target Company who do not tender in the Tender Offer (excluding the Tender Offeror
and the Target Company) will come to possess will be a fraction of less than one share, shareholders of the Target
Company who oppose the Share Consolidation will be able to file a petition for price determination in accordance withthe provisions of Articles 182-4 and 182-5 of the Companies Act and other relevant laws and regulations. If the above
petition is filed, the purchase price will be ultimately determined by the court.
The aforementioned procedures may take time to implement or the method of implementation may change dependingon circumstances such as the amendment, enforcement, and interpretation by related authorities of relevant laws andregulations. However, even in such cases, it is planned that if the Tender Offer is successfully completed, ultimately
the method of delivering money to shareholders of the Target Company (excluding the Tender Offeror and the Target
Company) that do not tender in the Tender Offer will be adopted, and in that case, the amount of money to be delivered
to such shareholders of the Target Company will be calculated to be equal to the price obtained by multiplying theTender Offer Price by the number of Target Company Shares possessed by each such shareholder of the Target Company.
In addition, if cash is delivered to the Share Option Holders of the Target Company who have not tendered in the Tender
Offer, it will be calculated to be equal to the price obtained by multiplying the Share Option Purchase Price by the
number of Share Options that were held by each such Share Option Holder.
The specific procedures and timing of implementation in each of the above cases will be announced as soon as they
are determined after consultation between the Tender Offeror and the Target Company.
With respect to the Restricted Shares, the allotment agreement stipulates that (a) during the transfer restriction period,
if the Share Consolidation (limited to cases where each director and executive officer possesses fractions of less than
one share) is approved by a general shareholders meeting of the Target Company (provided, however, only in the casethat the effective date of the Share Consolidation (“Effective Date of Squeeze-out”) is prior to the expiry of the transfer
restriction period), the transfer restrictions on the number of Restricted Shares obtained by multiplying the number ofRestricted Shares held by each director and executive officer as of the date of such approval, by the number of months
from the month that includes the allotment date of the Restricted Shares to the month that includes the approval date,divided by 12 (if the number exceeds 1, it will be deemed to be 1), will be lifted immediately before the business day
preceding the Effective Date of Squeeze-out, and (b) in the case of (a) above, on the business day preceding theEffective Date of Squeeze-out, the Target Company will acquire all of the Restricted Shares for which transfer
restrictions have not been lifted as of the same day without compensation. In the Squeeze-out Procedure, it is planned
that, in accordance with the provisions of (a) of the above allotment agreement, the Restricted Shares for which transfer
restrictions have been lifted immediately before the business day preceding the Effective Date of Squeeze-out shall be
subject to the Share Consolidation, and pursuant to the provisions of (b) of the above allotment agreement, theRestricted Shares for which transfer restrictions have not been lifted immediately before the business day preceding
the Effective Date of Squeeze-out shall be acquired by the Target Company without compensation.
In addition, if the Tender Offeror fails to acquire all of the Share Options in the Tender Offer despite the completionof the Tender Offer, and if the Share Options are not exercised and remain, the Tender Offeror plans to request that the65Target Company implement procedures that are reasonably necessary for implementation of the Transaction, such as
acquiring the Share Options and recommending that the Share Option Holders waive the Share Options.
The Tender Offer is not intended in any way to solicit the approval of the shareholders of the Target Company at theExtraordinary General Shareholders Meeting. In addition, shareholders of the Target Company and Share Option
Holders should consult with tax experts at their own responsibility regarding the tax treatment of tendering in the Tender
Offer or each of the above procedures.
(5)

Prospects for Delisting and Reasons Therefor

Although the Target Company Shares are listed on the Tokyo Stock Exchange Prime Market as of today, since theTender Offeror has not set an upper limit on the number of shares to be purchased in the Tender Offer, in accordancewith the delisting standards set by the Tokyo Stock Exchange, the Target Company Shares may, depending on theoutcome of the Tender Offer, be delisted following the prescribed procedures. In addition, even if such standards do
not apply at the time of completion of the Tender Offer, the Squeeze-out Procedure described in “(4) Policy on PostTender Offer Organizational Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)” above is planned to
be implemented after completion of the Tender Offer, and in that case, the Target Company Shares will be delisted
following the prescribed procedures in accordance with the delisting standards set forth by the Tokyo Stock Exchange.
After the delisting, the Target Company Shares will not be able to be traded on the Tokyo Stock Exchange.
(6)

Matters Concerning Material Agreements relating to the Tender Offer(I)

3DIP Tender Agreement

On August 8, 2024, the Tender Offeror entered into the 3DIP Tender Agreement with 3DIP, including an agreement
to tender 14,834,000 shares of the Target Company Shares for which 3DIP has investment authority (Ownership Ratio:
23.46%) in the Tender Offer and the following terms. The Tender Offeror has not agreed to provide or offer any benefits
to 3DIP in addition to the consideration for tendering in the Tender Offer with respect to the Transaction. At the timeof entering into the Tender Agreements, the Tender Offeror had expected to set the minimum number of shares to bepurchased at 42,142,900 shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror
decided to commence the Tender Offer from September 5, 2024, with the minimum number of shares to be purchased
set at 33,658,500 shares (Ownership Ratio: 53.22%), and on September 4, 2022, the Tender Offeror obtained theagreement of 3DIP to tender 14,834,000 shares (Ownership Ratio: 23.46%) of the Target Company Shares for which
3DIP has investment authority pursuant to the 3DIP Tender Agreement regardless of any change to the minimum
number of shares to be purchased.
(ⅰ)

The Tender Offeror will commence the Tender Offer on the condition that the following conditions precedent
are satisfied or waived by the Tender Offeror:(1)

the Special Committee has made a report containing positive opinions about the Target Company’sboard of directors’ expression of opinion to support the Tender Offer, and that report has not beenchanged or withdrawn;(2)

the Target Company’s board of directors has adopted a resolution expressing its opinion in supportof the Tender Offer, and that fact has been published in accordance with laws and regulations, andthat expression of the opinion has not been changed or withdrawn;(3)

there have been no judgments or decisions by judicial or administrative authorities restricting or
prohibiting the Transaction or tendering under the 3DIP Tender Agreement, and there are no specificrisks of the foregoing;(4)(I) the Target Company and its subsidiaries have not determined matters set forth in Article 14,
paragraph (1), item (i), (a) through (j) as well as (m) through (s) of the Order, (II) matters set forth in
Article 14, paragraph (1), item (iii), (a) through (h) as well as Article 14, paragraph (1), item (iv) of66

the Order have not occurred at the Target Company, (III) matters set forth in Article 14, paragraph(1), item (iii), (a) through (g) of the Order have not occurred at the Target Company’s important
subsidiaries, (IV) matters set forth in Article 14, paragraph (1), items (iii) through (iv) of the Order
have not occurred at the Target Company, and (V) there have been no situations in which it was
discovered that any of the statutory disclosure documents submitted by the Target Company in thepast contained a false statement regarding a material matter or omitted a material matter that shouldhave been included, where the Tender Offeror is unaware of the false statement or omission and could
not become aware of the same despite having used a reasonable degree of care (however, in any of(I) through (IV), excluding those described as minor in Article 26 of the Cabinet Office Order);(5)obligations to be performed or complied with by 3DIP by the commencement date of the Tender Offer
under the 3DIP Tender Agreement (Note 1) have been performed or complied with in all material
respects;(6)

all of the representations and warranties of 3DIP set forth in the 3DIP Tender Agreement (Note 2) aretrue and accurate in material respects;(7)

confirmation has been obtained from the Target Company that there are no material facts (those set
forth in Article 166, paragraph (2) of the Act) concerning the business or other particulars related to
the Target Company that have not been disclosed (having the meaning set forth in Article 166,
paragraph (4) of the Act) by the Target Company;(8)

acquisition of the Clearance has been completed;(Note 1) Under the 3DIP Tender Agreement, 3DIP shall (i) not acquire or dispose of the Target Company
Shares except for tendering in the Tender Offer; (ii) not enter into any transaction or agreementthat is substantially inconsistent or in conflict with the Tender Offer, nor shall it provide
information or engage in discussions, negotiations, etc. regarding any such transaction; (iii) notify
the Tender Offeror in the event of a proposal for a transaction under (ii); (iv) exercise rights as ashareholder in accordance with the instructions of the Tender Offeror at the Target Company’s
general meeting of shareholders, of which the record date for exercising rights is prior to thecommencement date of settlement of the Tender Offer, to be held on a date after the record date;(v) compensate for breach of obligations under the 3DIP Tender Agreement; (vi) maintainconfidentiality; and (vii) not assign its position under the 3DIP Tender Agreement or its rights andobligations under the 3DIP Tender Agreement.
(Note 2) Under the 3DIP Tender Agreement, 3DIP has made representations and warranties to the Tender
Offeror, on the date of conclusion of the 3DIP Tender Agreement, the commencement date of theTender Offer, and the commencement date of settlement of the Tender Offer, regarding (ⅰ) survival
and authority; (ii) possession of the power and authority necessary for conclusion andperformance of the 3DIP Tender Agreement and implementation of necessary procedures; (iii)
enforceability of the 3DIP Tender Agreement; (iv) acquisition of permission, etc. for theconclusion and performance of the 3DIP Tender Agreement by 3DIP; (v) absence of conflicts
with laws and regulations due to conclusion and performance of the 3DIP Tender Agreement; (vi)non-applicability of antisocial forces or economic sanctioned persons and absence ofrelationships with antisocial forces; (vii) the absence of bankruptcy proceedings, and (viii) the
lawful holding of the Target Company Shares to be tendered in the Tender Offer and the absenceof any security interests, etc. therein.
(ⅱ)

3DIP shall tender in the Tender Offer all of the Target Company Shares owned by 3DIP subject to thefollowing conditions precedent being satisfied or waived by 3DIP (for the avoidance of doubt, even if thefollowing conditions precedent are not satisfied, 3DIP will not be prevented from tendering in the Tender67

Offer by waiving all or part of such conditions precedent at its discretion):(1)

the Tender Offer by the Tender Offeror has been commenced in accordance with the provisions of the
3DIP Tender Agreement and has not been subsequently withdrawn;(2)

the Special Committee has made a report containing positive opinions about the Target Company’sboard of directors’ expression of opinion to support the Tender Offer, and that report has not beenchanged or withdrawn;(3)

the Target Company’s board of directors has adopted a resolution expressing its opinion in supportof the Tender Offer, and that fact has been published in accordance with laws and regulations, andthat expression of the opinion has not been changed or withdrawn;(4)

there have been no judgments or decisions by judicial or administrative authorities restricting or
prohibiting the Transaction or tendering under the 3DIP Tender Agreement, and there are no specificrisks of the foregoing;(5)

obligations to be performed or complied with by the Tender Offeror by the commencement date of
the Tender Offer under the 3DIP Tender Agreement (Note 3) have been performed or complied within all material respects; and(6)all of the representations and warranties of the Tender Offeror set forth in the 3DIP Tender Agreement(Note 4) are true and accurate in material respects.

(Note 3)

Under the 3DIP Tender Agreement, the Tender Offeror shall (i) commence the Tender Offer on
the condition that all of the conditions precedent set forth in the 3DIP Tender Agreement aresatisfied or waived by the Tender Offeror; (ii) compensate for breach of obligations under the
3DIP Tender Agreement; (iii) maintain confidentiality; and (iv) not assign its position under the
3DIP Tender Agreement or its rights and obligations under the 3DIP Tender Agreement.

(Note 4)

Under the 3DIP Tender Agreement, the Tender Offeror has made representations and warranties
to 3DIP, on the date of conclusion of the 3DIP Tender Agreement, the commencement date of theTender Offer, and the commencement date of settlement of the Tender Offer, regarding (i) survival
and authority; (ii) possession of the power and authority necessary for conclusion andperformance of the 3DIP Tender Agreement and implementation of necessary procedures; (iii)
enforceability of the 3DIP Tender Agreement; (iv) acquisition of permission, etc. for theconclusion and performance of the 3DIP Tender Agreement by the Tender Offeror; (ⅴ) absenceof conflicts with laws and regulations due to conclusion and performance of the 3DIP Tender
Agreement; (vi) non-applicability of antisocial forces or economic sanctioned persons andabsence of relationships with antisocial forces; and (vii) the absence of bankruptcy proceedings.

(II)

Farallon Tender Agreement

On August 8, 2024, the Tender Offeror entered into the Farallon Tender Agreement with Farallon, including anagreement to tender 5,833,670 shares of the Target Company Shares (Ownership Ratio: 9.22%) owned by Farallon in
the Tender Offer and the following terms. The Tender Offeror has not agreed to provide or offer any benefits to Farallon
in addition to the consideration for tendering in the Tender Offer with respect to the Transaction. At the time of entering
into the Tender Agreements, the Tender Offeror had expected to set the minimum number of shares to be purchased at
42,142,900 shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror decided tocommence the Tender Offer from September 5, 2024, with the minimum number of shares to be purchased set at
33,658,500 shares (Ownership Ratio: 53.22%), and on September 4, 2022, the Tender Offeror obtained the agreementof Farallon to tender 5,833,670 shares (Ownership Ratio: 9.22%) of the Target Company Shares held by Farallon
pursuant to the Farallon Tender Agreement regardless of any change to the minimum number of shares to be purchased.
(ⅰ)

The Tender Offeror will commence the Tender Offer on the condition that the following conditions precedent
are satisfied or waived by the Tender Offeror:

68

(1)

the Special Committee has made a report containing positive opinions about the Target Company’sboard of directors’ expression of opinion to support the Transaction, and that report has not beenchanged or withdrawn;(2)

the Target Company’s board of directors has adopted a resolution expressing its opinion in supportof the Transaction, and that fact has been published in accordance with laws and regulations, and that
expression of the opinion has not been changed or withdrawn;(3)

there have been no judgments or decisions by judicial or administrative authorities restricting or
prohibiting the Transaction or tendering under the Farallon Tender Agreement, and there are no
specific risks of the foregoing;(4)(I) the Target Company and its subsidiaries have not determined matters set forth in Article 14,
paragraph (1), item (i), (a) through (j) as well as (m) through (s) of the Order, (II) matters set forth in
Article 14, paragraph (1), item (iii), (a) through (h) as well as Article 14, paragraph (1), item (iv) of
the Order have not occurred at the Target Company, (III) matters set forth in Article 14, paragraph(1), item (iii), (a) through (g) of the Order have not occurred at the Target Company’s important
subsidiaries, (IV) matters set forth in Article 14, paragraph (1), items (iii) through (iv) of the Order
have not occurred at the Target Company, and (V) there have been no situations in which it was
discovered that any of the statutory disclosure documents submitted by the Target Company in thepast contained a false statement regarding a material matter or omitted a material matter that shouldhave been included, where the Tender Offeror is unaware of the false statement or omission and could
not become aware of the same despite having used a reasonable degree of care (however, in any of(I) through (IV), excluding those described as minor in Article 26 of the Cabinet Office Order);(5)obligations to be performed or complied with by Farallon by the commencement date of the Tender
Offer under the Farallon Tender Agreement (Note 1) have been performed or complied with in allmaterial respects;(6)

all of the representations and warranties of Farallon set forth in the Farallon Tender Agreement (Note2) are true and accurate in material respects;(7)

confirmation has been obtained from the Target Company that there are no material facts (those set
forth in Article 166, paragraph (2) of the Act) concerning the business or other particulars related to
the Target Company that have not been disclosed (having the meaning set forth in Article 166,
paragraph (4) of the Act) by the Target Company;(8)

acquisition of the Clearance has been completed;(Note 1) Under the Farallon Tender Agreement, Farallon shall (i) not acquire or dispose of the Target
Company Shares except for tendering in the Tender Offer; (ii) not enter into any transaction or
agreement that is substantially inconsistent or in conflict with the Tender Offer, nor shall it provide
information or engage in discussions, negotiations, etc. regarding any such transaction; (iii) notify
the Tender Offeror in the event of a proposal for a transaction under (ii); (iv) exercise rights as ashareholder in accordance with the instructions of the Tender Offeror at the Target Company’s
general meeting of shareholders, of which the record date for exercising rights is prior to thecommencement date of settlement of the Tender Offer, to be held on a date after the record date;(v) compensate for breach of obligations under the Farallon Tender Agreement; (vi) maintainconfidentiality; and (vii) not assign its position under the Farallon Tender Agreement or its rights
and obligations under the Farallon Tender Agreement.
(Note 2)

Under the Farallon Tender Agreement, Farallon has made representations and warranties to theTender Offeror, on the date of conclusion of the Farallon Tender Agreement, the commencement
date of the Tender Offer, and the commencement date of settlement of the Tender Offer, regarding(ⅰ) survival and authority; (ii) possession of the power and authority necessary for conclusion and69

performance of the Farallon Tender Agreement and implementation of necessary procedures; (iii)
enforceability of the Farallon Tender Agreement; (iv) acquisition of permission, etc. for theconclusion and performance of the Farallon Tender Agreement by Farallon; (v) absence of
conflicts with laws and regulations due to conclusion and performance of the Farallon Tender
Agreement; (vi) non-applicability of antisocial forces or economic sanctioned persons andabsence of relationships with antisocial forces; (vii) the absence of bankruptcy proceedings, and(viii) the lawful holding of the Target Company Shares to be tendered in the Tender Offer and theabsence of any security interests, etc. therein.
(ⅱ)

Farallon shall tender in the Tender Offer all of the Target Company Shares owned by Farallon subject to thefollowing conditions precedent being satisfied or waived by Farallon (for the avoidance of doubt, even if thefollowing conditions precedent are not satisfied, Farallon will not be prevented from tendering in the Tender
Offer by waiving all or part of such conditions precedent at its discretion):(1)

the Tender Offer by the Tender Offeror has been commenced in accordance with the provisions of theFarallon Tender Agreement and has not been subsequently withdrawn;(2)

the Special Committee has made a report containing positive opinions about the Target Company’sboard of directors’ expression of opinion to support the Tender Offer, and that report has not beenchanged or withdrawn;(3)

the Target Company’s board of directors has adopted a resolution expressing its opinion in supportof the Tender Offer, and that fact has been published in accordance with laws and regulations, andthat expression of the opinion has not been changed or withdrawn;(4)

there have been no judgments or decisions by judicial or administrative authorities restricting or
prohibiting the Transaction or tendering under the Farallon Tender Agreement, and there are no
specific risks of the foregoing;(5)

obligations to be performed or complied with by the Tender Offeror by the commencement date of
the Tender Offer under the Farallon Tender Agreement (Note 3) have been performed or compliedwith in all material respects; and(6)all of the representations and warranties of the Tender Offeror set forth in the Farallon Tender
Agreement (Note 4) are true and accurate in material respects.

(Note 3)

Under the Farallon Tender Agreement, the Tender Offeror shall (i) commence the Tender Offeron the condition that all of the conditions precedent set forth in the Farallon Tender Agreement
are satisfied or waived by the Tender Offeror; (ii) compensate for breach of obligations under the
Farallon Tender Agreement; (iii) maintain confidentiality; and (iv) not assign its position under
the Farallon Tender Agreement or its rights and obligations under the Farallon Tender Agreement.

(Note 4)

Under the Farallon Tender Agreement, the Tender Offeror has made representations andwarranties to Farallon, on the date of conclusion of the Farallon Tender Agreement, thecommencement date of the Tender Offer, and the commencement date of settlement of the Tender
Offer, regarding (i) survival and authority; (ii) possession of the power and authority necessary
for conclusion and performance of the Farallon Tender Agreement and implementation ofnecessary procedures; (iii) enforceability of the Farallon Tender Agreement; (iv) acquisition of
permission, etc. for the conclusion and performance of the Farallon Tender Agreement by theTender Offeror; (ⅴ) absence of conflicts with laws and regulations due to conclusion andperformance of the Farallon Tender Agreement; (vi) non-applicability of antisocial forces or
economic sanctioned persons and absence of relationships with antisocial forces; (vii) the absenceof bankruptcy proceedings; (viii) sufficiency of funds on the commencement date of the Tender
Offer and the commencement date of settlement of the Tender Offer; and (ix) compliance with70

anti-corruption laws and anti-money laundering laws.

2.

Outline of the Purchase(1)

Overview of the Target Company

(I)

Name

FUJI SOFT INCORPORATED(II)

Address

1-1, Sakuragi-cho, Naka-ku, Yokohama-shi, Kanagawa

(III)

Name

and

Title

of

President & Representative Director, Satoyasu Sakashita

Representative(IV)

Description of Business

Systems integration business, facility business, and others(V)

Capital Amount

26,200 million yen(VI)

Date of Incorporation

May 15, 1970

(VII)

Major

Shareholders

andSTATE STREET BANK AND TRUST COMPANY

Shareholding Ratio

50505018 (standing proxy: Hong Kong & Shanghai Banking(As of June 30, 2024) (Note)

Corporation Limited, Tokyo Branch)

17.62%NFC Corporation

9.62%

The Master Trust Bank of Japan, Ltd. (trust account)

8.27%

GOLDMAN, SACHS & CO. REG

5.74%(standing proxy: Goldman Sachs Japan Co., Ltd.)
Hiroshi Nozawa

5.61%

Custody Bank of Japan, Ltd. (trust account)

4.05%

Cabrillo Funding Ltd. (standing proxy: Goldman Sachs

3.53%

Japan Co., Ltd.)
3D OPPORTUNITY MASTER FUND (standing proxy:

1.88%

Hong Kong & Shanghai Banking Corporation Limited,Tokyo Branch)(VIII)

Century Tokyo Leasing Corporation

1.87%

Noriko Nozawa

1.84%

Relationship between the Tender Offeror and the Target Company
Capital Relationship

Not applicable.

Personnel Relationships

Not applicable.

Transactional Relationships

Not applicable.

Status as a Related Party

Not applicable.

(Note) “(VII) Major Shareholders and Shareholding Ratio (As of June 30, 2024)” are taken from “Status of Major
Shareholders” in the Target Company Semiannual Report.
(2)(I)

Schedule
Schedule

Date of Decision

Wednesday, September 4, 2024

Date of Public Notice of Commencement

Thursday, September 5, 2024

of Tender Offer

Public notice will be made electronically, and a notice thereof will be publishedin the Nihon Keizai Shimbun.

71

(Electronic public notice address: https://disclosure2.edinet-fsa.go.jp /)
Date

of

FilingofTenderOffer

Thursday, September 5, 2024

Registration Statement(II)

Initial Tender Offer Period at time of Notification

From Thursday, September 5, 2024 to Monday, October 21, 2024 (30 business days)(III)

Possibility of Extension to Tender Offer Period upon Request of Target Company

Not applicable.
(3)

Purchase Price(I)

8,800 yen per one common share(II)

Share Options

1,067,000 yen per one 5th Series of Share Option (“5th Series of Share Options”) issued based on the resolution of
the Target Company board of directors meeting held on March 29, 2022. (The exercise period is from April 1, 2024 toMarch 29, 2027) (“5th Series of Share Option Purchase Price”).
929,600 yen per one 6th Series of Share Option (“6th Series of Share Options”) issued based on the resolution of theTarget Company board of directors meeting held on March 28, 2023. (The exercise period is from April 1, 2025 toMarch 28, 2028) (“6th Series of Share Option Purchase Price”).
228,100 yen per one 7th Series of Share Option (“7th Series of Share Options”; the 5th, 6th and 7th Series of Share
Options collectively referred to as the “Share Options”) issued based on the resolution of the Target Company board of
directors held on March 26, 2024. (The exercise period is from March 27, 2026 to March 24, 2034) (“7th Series ofShare Option Purchase Price”).
(4)

Basis for Calculation of Purchase Price(I)

Basis for Calculation(1)

Common Shares

In determining the Tender Offer Price, KKR conducted a multifaceted and comprehensive analysis of the businessand financial status of the Target Company based on the financial information and other materials disclosed by theTarget Company and the results of due diligence conducted on the Target Company from early April to early June 2024,
and the Tender Offer Price was calculated. In addition, in view of the fact that the Target Company Shares are tradedthrough a financial instruments exchange, the Tender Offeror also referred to trends in the closing price of the Target
Company Shares on the TSE Prime Market on August 7 2024, the business day immediately preceding theannouncement date of the Tender Offer (7,390 yen), and the simple average of the closing prices for the preceding one
month (from July 8, 2024 until August 7, 2024), the preceding three months (from May 8, 2024 until August 7, 2024),
and the preceding six months (from February 8, 2024 until August 7, 2024) (7,130 yen, 6,797 yen, and 6,505 yen
respectively). In addition, KKR analyzed the share value of the Target Company Shares by comparing the market shareprices and profitability of multiple listed companies that are relatively similar to the Target Company in terms ofbusiness contents, business scale, earnings status, etc.
The Tender Offeror has determined the Tender Offer Price through comprehensive consideration of the above factors
and through consultation and negotiation with the Target Company, and the Tender Offeror has not obtained a sharevaluation report from third-party valuation institutions.
The Tender Offer Price 8,800 yen represents a 19.08% premium on the closing price of the Target Company Shares72

on the TSE Prime Market on August 7, 2024, the business day immediately preceding the date of the Tender Offer(7,390 yen), a 23.42% premium on the simple average of the closing prices for the one month preceding the above date
(7,130 yen), a 29.47% premium on the simple average of the closing prices for the three months preceding the above
date (6,797 yen), and a 35.28% premium on the simple average of the closing prices for the six months preceding theabove date (6,505 yen).
(2) Share Options
As of today, the exercise price per one Target Company Share under the Share Options is lower than the Tender
Offer Price (8,800 yen) (5th Series of Share Options: 3,465 yen, 6th Series of Share Options: 4,152 yen, 7th Series ofShare Options: 6,519 yen). Therefore, the Tender Offeror decided to set the price for each Share Option at the amountcalculated by multiplying (x) the Tender Offer Price of 8,800 yen by (y) the number of Target Shares that are subject
to such Share Options (5th Series of Share Options: 200, 6th Series of Share Options: 200, 7th Series of Share Options:100). Specifically, it was decided that the price for 5th Series of Share Options would be 1,067,000 yen, calculated bymultiplying 5,335 yen, which is the difference with the exercise price of 3,465 yen per Target Company Share, by 200;
the price for 6th Series of Share Options would be 929,600 yen, calculated by multiplying 4,648 yen, which is thedifference with the exercise price of 4,152 yen per Target Share, by 200; the price for 7th Series of Share Options would
be 228,100 yen, calculated by multiplying 2,281 yen, which is the difference with the exercise price of 6,519 yen per
Target Share, by 100.
The 6th and 7th Series of Share Options are subject to purchase in the Tender Offer because they satisfy conditions
for exercising rights other than in the exercise period, although the exercise period has not yet arrived.
In addition, the requirements for issuance of all of the Share Options stipulate that the acquisition of Share Options
by transfer requires the approval of the Target Company board of directors, and that transfer of the Share Options is
prohibited under the Share Options allotment agreement. In order to make the Share Options transferrable, at the boardof directors meeting of the Target Company held on August 8, 2024, it was resolved that, subject to the completion of
the Tender Offer, the transfer of Share Options held by all of the Share Option Holders to the Tender Offeror bytendering their Share Options in the Tender Offer is comprehensively approved, and that the terms of the Share Options
allotment agreement for the Share Options be amended to allow for the transfer of Share Options between Share Option
Holders that wish to make such transfer.
(II)

Background of Calculation

Since late October 2022, the Target Company has consulted with KKR regarding its financial and business strategies,
and from late October 2022 KKR has held ongoing discussions with the Target Company on multiple occasions
regarding measures that will contribute to accelerating business growth and enhancing corporate value for future growth.
In early July 2023, KKR was approached by 3DIP to participate in the 3DIP Process. In response to this, in early Julyof the same year, KKR began considering whether to participate in the 3DIP Process. As KKR strengthens its
investment in the IT, software, and DX fields, through its discussions with the Target Company to date, KKR has
strengthened its view that there is significant room for accelerating the Target Company’s business growth andincreasing its corporate value for future growth by utilizing KKR’s global network. Although it is extremely unusualfor 3DIP, the largest shareholder, to execute the process without the consent of the Target Company, in the case of atender offer for a company with a major shareholder such as the Transaction, KKR determined that it is extremely
important from the perspective of both the Tender Offeror and the shareholders to increase the probability of executing
the transaction through the conclusion of a tender agreement with the major shareholder and to disclose it appropriately,
and that securing a preferential negotiation right with 3DIP regarding the capital policy of the Target Company Shares
owned by 3DIP through the 3DIP Process has important significance for the Transaction. Therefore, given that the73purpose of the 3DIP Process is not intended to create any conflict with the Target Company, KKR decided to participate
in the 3DIP Process after communicating with the Target Company’s management. Subsequently, KKR conducted an
initial review based on the sales and operating income results of the Target Company Group as a whole and by segment,
the status of the Target Company’s assets and liabilities, and the mid-term business plan, etc., published by the Target
Company. Although it was still at a preliminary stage prior to the conducting of due diligence based on information
provided by the Target Company, KKR came to believe that the Target Company has strong competitiveness, growthpotential, and high potential, based on deepening its understanding of the industry characteristics and growth potentialof the domestic SIer market to which the Target Company belongs, the competitive advantage that the Target Company
has established in the domestic SIer market, the direction of the Target Company’s growth strategy, and the potential
for improving corporate value and stock value, and on August 18, 2023, KKR submitted the 3DIP Process Proposal to
3DIP, and proposed the implementation of a transaction to take the Target Company private with a tender offer price of
6,400 yen per Target Company Share. The tender offer price in the 3DIP Process Proposal includes a premium of
41.59% on the closing price of the Target Company Shares on the TSE Prime Market on August 17, 2023 (such date
being the business day immediately preceding August 18, 2023) (4,520 yen), 37.28% on the simple average of theclosing prices for the preceding one month (from July 18, 2023 to August 17, 2023) (4,662 yen), 39.59% on the simple
average of the closing prices for the preceding three months (from May 18, 2023 to August 17, 2023) (4,585 yen), and49.05% on the simple average of the closing prices for the preceding six months (from February 20, 2023 to August17, 2023) (4,294 yen). A premium of 150.00% was given on the closing price on February 16, 2022 (2,560 yen), whichis the business day immediately preceding February 17, 2022, when the news report on the Shareholder Proposal was
made, which triggered a fluctuation in the Target Company’s stock price, a premium of 157.03% was given on thesimple average of the closing prices for the preceding one month (from January 17, 2022 to February 16, 2022) (2,490yen), a premium of 142.15% was given on the simple average of the closing prices for the preceding three months(from November 17, 2021 to February 16, 2022) (2,643 yen), and a premium of 130.96% was given on the simple
average of the closing prices for the preceding six months (from August 17, 2021 to February 16, 2022) (2,771 yen).
Subsequently, on August 31, 2023, KKR was notified that 3DIP will enter into the 3DIP Process Preferential
Negotiation Right Agreement with several candidates, including KKR who passed the 3DIP Process, and that 3DIP has
submitted to the Target Company’s board of directors non-legally binding proposals from several candidates who havebeen granted the 3DIP Process Preferential Negotiation Right, including KKR.
On August 4, 2023, KKR was approached by the Target Company to participate in the Target Company Information
Provision Process and thereafter did so, and from early August to early September of the same year, KKR conducted
due diligence on the Target Company’s business, finance, legal affairs, etc., and management interviews with the Target
Company’s management regarding the Target Company’s business strategy, and KKR proceeded with analysis andconsideration regarding the acquisition of Target Company Shares. Based on the results of the due diligence conducted
between early August and early September 2023, based on a multifaceted and comprehensive analysis of the Target
Company’s business and financial status, and by comparing the market share prices and financial indicators showing
profitability of multiple listed companies that are relatively similar to the Target Company in terms of business contents,
business scale, earnings status, etc., on September 8, 2023, KKR submitted the Target Company Process Information
Provision Form, and based on the progress in understanding the Target Company’s business based on the results of due
diligence, KKR proposed the implementation of a transaction to take the Target Company private with the tender offer
price of 6,800 to 7,200 yen per Target Company Share, which exceeded the proposed price of 6,400 yen in the 3DIP
Process Proposal. The tender offer price in the Target Company Process Information Provision Form includes apremium of 52.64 to 61.62% on the closing price of the Target Company Shares on the TSE Prime Market on September
7, 2023 (such date being the business day immediately preceding September 8, 2023) (4,455 yen), 50.68 to 59.54% on
the simple average of the closing prices for the preceding one month (from August 8, 2023 to September 7, 2023)(4,513 yen), 48.47 to 57.21% on the simple average of the closing prices for the preceding three months (from June 8,742023 to September 7, 2023) (4,580 yen), and 56.57 to 65.78% on the simple average of the closing prices for thepreceding six months (from March 8, 2023 to September 7, 2023) (4,343 yen). A premium of 165.63 to 181.25% wasgiven on the closing price on February 16, 2022 (2,560 yen), which is the business day immediately preceding February
17, 2022 when the news report on the Shareholder Proposal was made, which triggered a fluctuation in the Target
Company’s stock price, a premium of 173.09 to 189.16% was given on the simple average of the closing prices for thepreceding one month (from January 17, 2022 to February 16, 2022) (2,490 yen), a premium of 157.28 to 172.42% wasgiven on the simple average of the closing prices for the preceding three months (from November 17, 2021 to February
16, 2022) (2,643 yen), and a premium of 145.40 to 159.83% was given on the simple average of the closing prices forthe preceding six months (from August 17, 2021 to February 16, 2022) (2,771 yen).
According to the Target Company, following that, 3DIP shared with the Target Company on September 4, 2023 nonbinding proposals that were provided to 3DIP by three potential investors that have been granted the 3DIP Process
Preferential Negotiation Right including KKR. Taking into account the Guidelines for Corporate Takeovers publishedby the Ministry of Economy, Trade and Industry on August 31, 2023 (“Corporate Takeover Guidelines”), the Target
Company determined that it was necessary to conduct a sincere review of those proposals while ensuring the fairness
and transparency of the review process. Therefore, in a resolution of a meeting of the board of directors dated September
12, 2023, the Target Company decided to establish the Special Committee, composed solely of six independent outside
directors (Chairman: Hikari Imai, Members: Tomoko Aramaki, Takao Tsuji, Hidetaka Nishina, Yuya Shimizu, andShintaro Ishimaru), with greater authority than the abovementioned Independent Directors WG. The Special Committee
was tasked with (a) comparing and reviewing the Target Company’s corporate value enhancement measures with thecorporate value enhancement measures proposed by the three potential investors in their proposals to take the Target
Company Shares private (“Privatization Proposals”) to determine which would better secure or enhance the corporate
value of the Target Company and the common interests of the Target Company’s shareholders, and making
recommendations or suggestions to the board of directors on which proposal is preferable and (b) if the Special
Committee determines that the corporate value enhancement measures proposed by any of the three potential investors
in the Privatization Proposals under (a) is more desirable than the corporate value enhancement measures formulatedby the Target Company, reviewing that Privatization Proposal from the perspective of whether it would secure orenhance the corporate value of the Target Company and the common interests of the Target Company’s shareholders,and making recommendations or suggestions to the board of directors on whether to approve that Privatization Proposal.
The board of directors also resolved to respect the decisions of the Special Committee to the greatest extent possible
when making decisions related to the above entrusted matters. In the middle of September 2023, the Special Committee
appointed, as independent advisors exclusive to the Special Committee, JP Morgan Securities Japan Co., Ltd. (“JPMorgan Securities”) as a financial advisor and Shiomizaka as a legal advisor. On September 15, 2023, the Special
Committee recommended to the Target Company’s board of directors to conduct a careful review of the proposals
received from multiple potential investors via 3DIP, given that they are considered bona fide offers as defined in the
Corporate Takeover Guidelines. Additionally, while the Target Company received information from four companies
during the Target Company Information Provision Process, that information was solely related to corporate valueenhancement strategies and does not constitute offers to purchase the Target Company, so that information was notreviewed by the Special Committee.
From September 2023 to April 2024, KKR continued constructive discussions with the board of directors of theTarget Company, the Special Committee, and the management of the Target Company on business strategies that
contribute to maximizing the corporate value of the Target Company. Given the privatization through tender offer ofthe four listed consolidated subsidiaries of the Target Company (VINX CORP., Cyber COM Co., Ltd., Cybernet
Systems Co., Ltd., and FUJI SOFT SERVICE BUREAU INCORPORATED) announced by the Target Company on
November 8, 2023, the details of the financial results for the fiscal year ended December 2023 announced on February
14, 2024, the New Mid-term Business Plan announced on the same day, and the details of the discussions to date75

between the Target Company’s board of directors and the Special Committee, KKR submitted the Proposal Dated
February 29 Concerning the Target Company Process to the Special Committee on February 29, 2024, which included
a description of the tender offer price on the premise of the Target Company being taken private. KKR proposed atender offer price of 7,800 to 8,100 yen per Target Company Share in the Proposal Dated February 29 Concerning theTarget Company Process. The tender offer price in the Proposal Dated February 29 Concerning the Target Company
Process includes a premium of 22.83 to 27.56% on the closing price of the Target Company Shares on the TSE Prime
Market on February 28, 2024 (such date being the business day immediately preceding February 29, 2024) (6,350 yen),
23.87 to 28.63% on the simple average of the closing prices for the preceding one month (from January 29, 2024 to
February 28, 2024) (6,297 yen), 25.81 to 30.65% on the simple average of the closing prices for the preceding threemonths (from November 29, 2023 to February 28, 2024) (6,200 yen), and 37.61 to 42.91% on the simple average ofthe closing prices for the preceding six months (from August 29, 2023 to February 28, 2024) (5,668 yen). A premiumof 62.67 to 68.93% is given on the closing price on October 2, 2023 on which the Speculative Reporting was made
(4,795 yen), a premium of 66.24 to 72.63% is given on the simple average of the closing prices for the preceding one
month (from September 4, 2023 to October 2, 2023) (4,692 yen), a premium of 69.01 to 75.51% is given on the simple
average of the closing prices for the preceding three months (from July 3, 2023 to October 2, 2023) (4,615 yen), and a
premium of 75.32 to 82.06% is given on the simple average of the closing prices for the preceding six months (from
April 3, 2023 to October 2, 2023) (4,449 yen). A premium of 204.69 to 216.41% is given on the closing price on
February 16, 2022 (2,560 yen), which is the business day immediately preceding February 17, 2022 when the news
report on the Shareholder Proposal was made, which triggered a fluctuation in the Target Company’s stock price (2,560
yen), a premium of 213.25 to 225.30% is given on the simple average of the closing prices for the preceding one month(from January 17, 2022 to February 16, 2022) (2,490 yen), a premium of 195.12 to 206.47% is given on the simple
average of the closing prices for the preceding three months (from November 17, 2021 to February 16, 2022) (2,643yen), and a premium of 181.49 to 192.31% is given on the simple average of the closing prices for the preceding six
months (from August 17, 2021 to February 16, 2022) (2,771 yen).
Subsequently, from early April 2024 to early June 2024, KKR conducted additional analysis of the Target Company’sbusiness, finance, legal affairs, etc., conducted management interviews with the Target Company’s management
regarding its business strategy, and proceeded with considering the acquisition of Target Company Shares. KKR has
come to believe that substantial growth of the Target Company is possible by forming a strategic partnership between
the Target Company, which it believes has advanced technology, abundant human capital, and a solid customer base,and KKR, which it believes has abundant human and capital resources, experience in both the IT and real estate fields,
and a global network, by privatizing the Target Company Shares, based on further deepening its understanding of the
New Mid-term Business Plan and the Target Company’s medium- to long-term growth and future vision, in addition
to deepening its understanding of the industry characteristics and growth potential of the domestic SIer market to which
the Target Company belongs, the competitive advantage that the Target Company has established in the domestic SIermarket, the direction of the Target Company’s medium- to long-term growth strategy, and the potential for improving
corporate value and stock value. On June 14, 2024, based on a multifaceted and comprehensive analysis of the Target
Company’s business and financial status, and upon analyzing the value of the Target Company Shares in comparison
with the market share prices and profitability of multiple listed companies that are relatively similar to the Target
Company in terms of business contents, business scale, earnings status, etc., KKR submitted the Final Proposal
Concerning the Target Company Process to the Target Company, including a description of the tender offer price andthe Share Option Purchase Price, on the basis that the Target Company Shares will be privatized. In the Final Proposal
Concerning the Target Company Process, KKR proposed that the tender offer price be 8,800 yen per Target Company
Share, that the Share Options, including those for which the exercise period has not yet expired, be subject to a tender
offer, and that the Share Option Purchase Price be a price calculated by multiplying the difference between the tender
offer price of the Target Company Shares (8,800 yen) and the exercise price per Share Option by the number of Target

76

Company Shares which are subject to a Share Option (5th Series of Share Options: 1,067,000 yen, 6th Series of Share
Options: 929,600 yen, 7th Series of Share Options: 228,100 yen). The tender offer price in the Final Proposal
Concerning the Target Company Process includes a premium of 30.76% on the closing price of the Target Company
Shares on the TSE Prime Market on June 13, 2024 (such date being the business day immediately preceding June 14,2024) (6,730 yen), 38.15% on the simple average of the closing prices for the preceding one month (from May 14,2024 to June 13, 2024) (6,370 yen), 41.55% on the simple average of the closing prices for the preceding three months(from March 14, 2024 to June 13, 2024) (6,217 yen), and 41.16% of the simple average of the closing prices for thepreceding six months (from December 14, 2023 to June 13, 2024) (6,234 yen). A premium of 83.52% is given on theclosing price on October 2, 2023 on which the Speculative Reporting was made (4,795 yen), a premium of 87.55% isgiven on the simple average of the closing prices for the preceding one month (from September 4, 2023 to October 2,2023) (4,692 yen), a premium of 90.68% is given on the simple average of the closing prices for the preceding threemonths (from July 3, 2023 to October 2, 2023) (4,615 yen), and a premium of 97.80% is given on the simple averageof the closing prices for the preceding six months (from April 3, 2023 to October 2, 2023) (4,449 yen). A premium of
243.75% is given on the closing price on February 16, 2022 (2,560 yen), which is the business day immediately
preceding February 17, 2022 when the news report on the Shareholder Proposal was made, which triggered a fluctuationin the Target Company’s stock price (2,560 yen), a premium of 253.41% is given on the simple average of the closing
prices for the preceding one month (from January 17, 2022 to February 16, 2022) (2,490 yen), a premium of 232.95%
is given on the simple average of the closing prices for the preceding three months (from November 17, 2021 to
February 16, 2022) (2,643 yen), and a premium of 217.57% is given on the simple average of the closing prices forpreceding last six months (from August 17, 2021 to February 16, 2022) (2,771 yen).
Subsequently, on July 5, 2024, KKR was notified by the Target Company that KKR was granted exclusive negotiationrights for the Transaction. After continuing discussions with the Target Company from early July to early August of thesame year regarding practical measures toward the implementation of the Transaction, such as the coordination of thebusiness and financial information of the Target Company necessary for obtaining the Clearance, an agreement wasreached on August 7, 2024 to implement the Transaction by setting the Tender Offer Price of the Target Company
Shares at 8,800 yen per Target Company Share and setting the Share Option Purchase Price at a price calculated bymultiplying the difference between the Tender Offer Price (8,800 yen) and the exercise price per Target Company Sharefor each Share Option by the number of Target Company Shares per Share Option, and on the same day, the Tender
Offeror decided to implement the Tender Offer. Further, since the Tender Offeror has confirmed that all of theConditions Precedent (excluding the completion of acquisition of Clearance related to the Foreign Exchange Act
Procedures and the Procedures in Response to Vietnamese Authorities) have been satisfied as stated in “(1) Outline of
the Tender Offer” in “1. Purpose of the Purchase” above, the Tender Offeror has determined that the Tender Offer canbe commenced at the time scheduled in the Tender Offeror Press Release dated August 8, 2024, and the Tender Offeror
waived the Conditions Precedent relating to completion of acquisition of Clearance related to the Foreign Exchange
Act Procedures and the Procedures in Response to Vietnamese Authorities (condition 11); therefore, today, the Tender
Offeror decided to commence the Tender Offer on September 5, 2024. Since the Tender Offeror believes that there isno particular change in the factors considered in determining the Tender Offer Price, even taking into account thesituation from August 8, 2024, when the Tender Offeror published the Tender Offeror Press Release dated August 8,
2024 to today, the Tender Offeror has determined that it is not necessary to change the Tender Offer Price that wasdetermined on August 8, 2024.
(III)

Relationships with Valuation Institutions

The Tender Offeror determined the Tender Offer Price and the Share Option Purchase Price through discussions andnegotiations with the Target Company, comprehensively considering the factors described in “(I) Basis for Calculation”
above, and has not obtained a share valuation report or fairness opinion from third-party valuation institutions.

77

(5)

Number of Shares, etc. to Be Purchased
Number of Shares to be

Minimum Number of Shares

Maximum Number ofPurchased

to be Purchased

Shares to be Purchased

Common Shares

63,790,275 (shares)

33,658,500 (shares)- (shares)

Total

63,790,275 (shares)

33,658,500 (shares)- (shares)

Type of Shares, etc.

(Note 1) If the total number of Tendered Shares (including the number of shares subject to the Share Options
tendered in the Tender Offer; the same shall apply hereinafter) is less than the minimum number of shares
to be purchased (33,658,500 shares), the Tender Offeror will not purchase any of the Tendered Shares. If
the total number of Tendered Shares is equal to or exceeds the minimum number of shares to be purchased(33,658,500 shares), the Tender Offeror will purchase all of the Tendered Shares.
(Note 2) Shares of less than one unit and cross-held shares (meaning the Target Company Shares held by Nihon
Business Soft Incorporation; the same shall apply hereinafter) are also subject to the Tender Offer. If ashareholder exercises its right to demand the purchase of shares of less than one unit in accordance with
the Companies Act, the Target Company may buy back its own shares during the Tender Offer Period in
accordance with the procedures required by laws and regulations.
(Note 3) There are no plans for the treasury shares owned by the Target Company to be acquired through theTender Offer.
(Note 4) Share Options may be exercised until the last day of the Tender Offer Period, and shares of the Target
Company to be issued or transferred upon such exercise are also subject to the Tender Offer.
(Note 5) As the maximum number of shares to be purchased in the Tender Offer has not been set, the maximum
number of Target Company Shares to be purchased by the Tender Offeror in the Tender Offer (63,790,275
shares) is indicated as the number of shares to be purchased. This maximum number is calculated from (ⅰ)
the total number of shares issued by the Target Company as of June 30, 2024 as stated in the Consolidated
Financial Results (Interim) for the Second Quarter of the Target Company, (ⅱ) adding the number of sharessubject to the Share Options (819,200 shares) remaining as of June 30, 2024 as reported by the Target
Company (67,400,000 shares), and subtracting (ⅲ) the number of treasury shares held by the Target
Company as of June 30, 2024 (4,428,925 shares) (equal to 63,790,275 shares).
(6)

Changes in Ownership Ratio of Shares, etc. through the PurchaseThe

numberofvotingrightsrepresented by the shares, etc. owned- rights

by the Tender Offeror prior to the(Ownership ratio of shares, etc. prior to
the Purchase

PurchaseThe

number- %)ofvotingrights(Ownership ratio of shares, etc. prior torepresented by the shares, etc. owned- rights

by specially related persons prior to

the Purchase- %)the PurchaseThe

numberofvotingrightsrepresented by shares, etc. owned by(Ownership ratio of shares, etc. after the632,382 rights

Purchase

the Tender Offeror after the PurchaseThe

numberofvoting100.00%)rights(Ownership ratio of shares, etc. after the

represented by the shares, etc. owned- rights

by specially related persons after the

Purchase- %)78

Purchase
The total number of voting rights ofallshareholders

of

the

Target629,211 rights

Company(Note 1) “The number of voting rights represented by the shares, etc. owned by the Tender Offeror after the
Purchase” is the number of voting rights represented by the number of shares to be purchased (63,790,275
shares) in the Tender Offer as described in “(5) Number of Shares, etc. to Be Purchased ” above. Of thenumber of shares to be purchased in the Tender Offer, with respect to the number of shares subject to the
6th Series of Share Options (1,310 options) and the 7th Series of Share Options (2,900 options) (the 6th
Series of Share Options: 262,000 shares, the 7th Series of Share Options: 290,000 shares), the first day ofthe exercise period for the 6th and 7th Series of Share Options are April 1, 2025 and March 27, 2026,
respectively. During the purchase period for the Tender Offer, as the exercise of the 6th and 7th Series ofShare Options and the issuance of or transfer of Target Company Shares to the holders of the 6th and 7th
Series of Share Options is not expected to occur; the number of voting rights for the number of shares tobe purchased in the Tender Offer shall be the number of voting rights (632,382 voting rights) for the Total
Number of Shares after Taking into Account the Potential Shares of the Target Company (63,238,275).
(Note 2) “The total number of voting rights of all shareholders of the Target Company” is the total number of voting
rights of all shareholders as of June 30, 2024, as stated in the Target Company Semiannual Report. However,since shares of less than one unit, cross-held shares, and the Target Company Shares to be issued ortransferred upon the exercise of the Share Options are also subject to the Tender Offer, in the calculation of“Ownership ratio of shares, etc. prior to the Purchase” and “Ownership ratio of shares, etc. after the
Purchase”, the number of voting rights (632,382) represented by the Total Number of Shares after Taking
into Account the Potential Shares of the Target Company (63,238,275 shares) is the denominator.
(Note 3) “Ownership ratio of shares, etc. prior to the Purchase” and "Ownership ratio of shares, etc. after the
Purchase" are rounded to the nearest two decimal places.
(7)

Purchase Amount 558,376,086,000 yen(Note) The purchase amount is calculated by multiplying the Total Number of Shares after Taking into Accountthe Potential Shares of the Target Company (63,238,275 shares) by the Tender Offer Price (8,800 yen), andadding the amount obtained by multiplying the number of 6th Series of Share Options remaining as of today(1,310) by the 6th Series of Share Options Purchase Price (929,600 yen), and the amount obtained bymultiplying the number of 7th Series of Share Options remaining as of today (2,900) by the 7th Series ofShare Options Purchase Price (228,100 yen).

(8)
(I)

Settlement Method
Name and Location of Head Office of the Financial Instruments Business Operator or Bank etc. Responsible
for Settlement
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
1-9-2, Otemachi, Chiyoda-ku, Tokyo
au Kabucom Securities Co., Ltd. (sub-agent)
3-2-5, Kasumigaseki, Chiyoda-ku, Tokyo

79

(II)

Settlement Commencement Date
October 28, 2024 (Monday)(III)

Settlement Method

Promptly following the expiration of the Tender Offer Period, notifications of the purchases in the Tender Offer will
be mailed to the addresses or locations of the Tendering Shareholders (or the standing proxies, for Foreign Shareholders).
Issuance of notifications by the sub-agent will be delivered by electromagnetic means through the screen after login.
Purchases will be made in cash. At the instruction of the Tendering Shareholders (or the standing proxies for Foreign
Shareholders) and promptly after the date of commencement of settlement, the proceeds of sales of Shares that werepurchased in the Tender Offer will be remitted by the tender offer agent to the place designated by the Tendering
Shareholders (or standing proxies, for Foreign Shareholders), or paid into the accounts of the Tendering Shareholders
whose applications for tender were accepted by the tender offer agent or sub-agent.
(IV)

Method of Return of Shares

If all of the Tendered Shares are not purchased in accordance with the conditions described in “(1) Existence and
Description of Conditions Stipulated in each Item of Article 27-13, Paragraph 4 of the Act” or “(2) Existence and
Description of Conditions for Withdrawal of Tender Offer, and Method of Disclosure of Withdrawal” in “9. Other
Conditions and Methods of Purchase” below, the Shares that need to be returned will be returned by restoring the record
to the state in which it existed immediately before they were tendered, promptly on or after the second business day
after the last day of the Tender Offer Period (or, if the Tender Offer is withdrawn, the date of withdrawal).
(9)

Other Conditions and Methods of Purchase(I)

Existence and Description of Conditions Stipulated in each Item of Article 27-13, Paragraph 4 of the Act

If the total number of Tendered Shares does not reach the minimum number of shares to be purchased (33,658,500
shares), none of the Tendered Shares will be purchased. If the total number of Tendered Shares equals to or exceeds theminimum number of shares to be purchased (33,658,500 shares), all of the Tendered Shares will be purchased.
(II)

Existence and Description of Conditions for Withdrawal of Tender Offer, and Method of Disclosure ofWithdrawal

If any of the facts set forth in Article 14, paragraph (1), item (i), (a) through (j) as well as (m) through (s), Article 14,
paragraph (1), item (iii), (a) through (h) and (j), Article 14, paragraph (1), item (iv) as well as Article 14, paragraph (2),item (iii) through (vi) of the Order occurs, the Tender Offer may be withdrawn. “Facts equivalent to those set forth in(a) to (i)” mentioned in Article 14, paragraph (1), item (iii), (j) of the Order means the following situations: (i) where it
has been discovered that any of the statutory disclosure documents submitted by the Target Company in the past
contained a false statement regarding a material matter or omitted a material matter that should have been included, if
the Tender Offeror is unaware of the false statement or the omission and could not become aware of the same despite
having used a reasonable degree of care, and (ii) where any of the events set forth in (a) to (g) of the same item has
occurred to an important subsidiary of the Target Company.
If by the day before the expiration date of the Tender Offer Period (including the case where the Tender Offer has
been extended), (i) in response to a notification made in accordance with Article 27, Paragraph 1 of the Foreign
Exchange and Foreign Trade Act, the Minister of Finance and the Minister having jurisdiction over the business deem
it necessary to examine whether or not the inward direct investment, etc. falls under an inward direct investment, etc.
pertaining to national security, etc., or if it is deemed that the inward direct investment, etc. falls under an inward direct
investment, etc. pertaining to national security, etc., and the waiting period until the Tender Offeror can acquire the80Target Company Shares is extended, or if a change or suspension of the content pertaining to said inward direct
investment, etc. is recommended, or (ii) approval of the Share Acquisition has not been obtained from the Vietnam
National Competition Commission, the Tender Offer may be withdrawn, etc. as a case in which the “permission, etc.”
set forth in Article 14, paragraph (1), item (iv) of the Order is not obtained.
If the Tender Offer will be withdrawn, an electronic public notice will be made, and a notice to that effect will be
published in the Nihon Keizai Shimbun. However, if issuing the public notice by the last day of the Tender Offer Period
proves difficult, an announcement will be made via the methods set forth in Article 20 of the Cabinet Office Order, anda public notice will be issued immediately thereafter.
(III)

Existence and Description of Conditions for Reduction to Purchase Price, and Method of Disclosure of
Reduction to Purchase Price

In accordance with Article 27-6, paragraph (1), item (i) of the Act, if the Target Company engages in any of theactions described in Article 13, paragraph (1) of the Order during the Tender Offer Period, the purchase price may be
reduced in accordance with the standards provided in Article 19, paragraph (1) of the Cabinet Office Order.
If the purchase price will be reduced, an electronic public notice will be made, and a notice to that effect will be
published in the Nihon Keizai Shimbun. However, if issuing the public notice by the last day of the Tender Offer Period
proves difficult, an announcement will be made via the methods set forth in Article 20 of the Cabinet Office Order, anda public notice will be issued immediately thereafter.
If the purchase price is reduced, purchases will be made at the newly reduced price even with respect to the Tendered
Shares that were tendered on or before the date on which the public notice was made.
(IV)

Matters Concerning Right of Tendering Shareholders to Terminate Contracts

Tendering Shareholders may terminate their agreements related to the Tender Offer at any time during the Tender
Offer Period. When terminating an agreement for a tender application made to the tender offer agent, please deliver orsend the “Tender Offer Application Receipt Form” and a document indicating the intention to terminate the agreement
concerning the Tender Offer (“Termination Document”) to the head office or any branch of the tender offer agent that
accepted the tender application by 16:00 on the last day of the Tender Offer Period. The termination of the agreement
shall take effect when the Termination Document is delivered to or reaches the person designated below. However, if a
Termination Document is sent, the Termination Document must reach the person designated below by 16:00 on the last
day of the Tender Offer Period. To terminate an agreement for a tender applied for through the sub-agent, au Kabucom
Securities Co., Ltd., please carry out the cancellation procedures onscreen after login in the manner provided in “Tender
Offer (TOB)” (https://kabu.com/item/tob/) on the sub-agent’s website (https://kabu.com/) by 16:00 on the last day of
the Tender Offer Period.
Persons authorized to receive the Termination Document
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
1-9-2, Otemachi, Chiyoda-ku, Tokyo(Other branches of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.)The Tender Offeror will not seek payment of damages or penalties from Tendering Shareholders in connection withtermination of their agreements. Furthermore, any expenses associated with returning Tendered Shares will be borneby the Tender Offeror. In the event of any termination of any such agreement, Tendered Shares will be returned promptly
after completing procedures pertaining to the request for termination by the means described in “(4) Method of Return81

of Shares” in “8. Settlement Method” above.
(V)

Method of Disclosure of Change to Conditions of Purchase

Except when prohibited under Article 27-6, paragraph (1) of the Act and Article 13 of the Order, the Tender Offeror
may change the purchase conditions during the Tender Offer Period.
If the Tender Offeror changes any purchase conditions, an electronic public notice of the changes will be made, anda notice to that effect will be published in the Nihon Keizai Shimbun. However, if issuing the public notice by the last
day of the Tender Offer Period proves difficult, an announcement will be made via the methods set forth in Article 20of the Cabinet Office Order, and a public notice will be issued immediately thereafter.
If the Tender Offeror changes any purchase conditions, purchases of Tendered Shares will be made in accordancewith the newly changed purchase conditions, even with respect to Tendered Shares that were tendered on or before thedate on which the public notice was made.
(VI)

Method of Disclosure of Submission of Amendment Statement

If the Tender Offeror submits an amended statement to the Director-General of the Kanto Finance Bureau (however,excluding the situation specified in the proviso clause to Article 27-8, paragraph (11) of the Act), the Tender Offeror
will immediately announce the details set forth in the amended statement that relate to the content of the public noticefor commencing a tender offer via the methods set forth in Article 20 of the Cabinet Office Order. Furthermore, theTender Offeror will amend the Tender Offer Explanation Statement immediately, and any Tendering Shareholders whoalready received an original Tender Offer Explanation Statement will be provided with an amended version thereof.
However, if the scope of the amendment is narrow, a document containing the reasons for the amendment, the amended
items, and the content following the amendment will be prepared and that document will be delivered to the Tendering
Shareholders for purposes of amending the Tender Offer Explanation statement previously provided.
(VII)

Method of Disclosure of Results of Tender Offer

The results of the Tender Offer will be announced publicly on the day after the last day of the Tender Offer Period,in accordance with the methods set forth in Article 9-4 of the Order and Article 30-2 of the Cabinet Office Order.
(10)

Date of Public Notice of Commencement of Tender Offer
Thursday, September 5, 2024

(11)

Tender Offer Agent
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
1-9-2, Otemachi, Chiyoda-ku, Tokyo
au Kabucom Securities Co., Ltd. (sub-agent)
3-2-5, Kasumigaseki, Chiyoda-ku, Tokyo

3.

Policy after the Tender Offer and Future Outlook

For details on the policies after the Tender Offer, please refer to “1. Purpose of the Purchase” above.

82

4.

Other Matters(1)

Existence and Contents of Agreements between the Tender Offeror and the Target Company or its Officers(I)

Declaration of Support for the Tender Offer

According to the Target Company Press Release, the Target Company resolved at a meeting of its board of directors
held on August 8, 2024 to express its support for the Tender Offer as its opinion as of the same date and to recommendthat the Target Company’s shareholders and Share Options Holders tender their Target Company Securities in theTender Offer, if the Tender Offer has commenced.
Subsequently, on August 26, 2024, the Target Company was informed by the Tender Offeror that based on
expectations for the Procedures in Response to Vietnamese Authorities, the Tender Offeror will commence the Tender
Offer from September 5, 2024. Furthermore, on August 30, 2024, the Target Company was informed by the Tender
Offeror that (i) the procedures in response to the authorities except for the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities have been completed; (ii) in relation to condition 11 of the Condition
Precedent, the Tender Offeror will waive the condition of the completion of acquisition of the Clearance related to theForeign Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities; and (iii) on the premisethat the Conditions Precedent are satisfied (or waived by the Tender Offeror), the Tender Offeror planned to commence
the Tender Offer from September 5, 2024.
Upon receiving such communication, the Target Company asked the Special Committee to examine whether there isany change to the Report dated August 7, 2024 submitted by the Special Committee to the board of directors of theTarget Company dated August 7, 2024 and to inform the Target Company’s board of directors of the non-existence ofa change in the prior opinion or to provide the opinion after any change. As a result of consideration of the consulted
matters, taking into account the circumstances from the Transaction Announcement Date to the Additional Report
Preparation Date, the Special Committee provided the Report dated September 4, 2024 to the effect that there are no
factors that would require a change to the contents of the Report dated August 7, 2024, and as of the Additional Report
Preparation Date, the opinion expressed by the Special Committee in the Report dated August 7, 2024 remains
unchanged, to the board of directors of the Target Company.
Based on the above, at the board of directors meeting held today, the Target Company resolved to express its support
for the Tender Offer again and to recommend its shareholders and Share Option Holders to tender their Target Company
Securities in the Tender Offer.
For details of the above resolutions of the board of directors meetings of the Target Company held on August 8, 2024
and today, please refer to Target Company Press Release and “(VII) Approval by all Directors with No Interest in theTarget Company and the Absence of Objections by All Statutory Auditors” in “(3) Measures to Ensure the Fairness of
the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflictsof Interest” in “1 Purpose of the Purchase” above.
(2)(I)

Other Information Necessary for Investors to Determine Whether or Not to Tender in the Tender Offer
Announcement of “Revision of Dividend Forecast for the Fiscal Year Ending December 31, 2024 (NoDividend) and Abolition of Shareholder Benefits Program”

According to the “Announcement Regarding Revision of Dividend Forecast for the Fiscal Year Ending December 31,
2024 (No Dividend) and Abolition of Shareholder Benefits Program” announced by the Target Company on August 8,
2024, the Target Company resolved at a meeting of the board of directors held on August 8, 2024 to revise the dividend
forecast for the fiscal year ending December 31, 2024 and not pay a year-end dividend for the fiscal year ending
December 31, 2024, and to abolish the shareholder benefits program from the fiscal year ending December 31, 2024,
subject to the completion of the Tender Offer. For details, please refer to the Target Company’s announcement.

83

(3)


Miscellaneous
The purpose of this press release is to publicly announce the Tender Offer and it has not been prepared for the
purpose of soliciting an offer to sell or purchase in the Tender Offer. When making an application to tender, pleasebe sure to read the Tender Offer Explanatory Statement for the Tender Offer and make your own decision as ashareholder or Share Option Holder. This Press Release does not constitute, either in whole or in part, asolicitation of an offer to sell or purchase any securities, and the existence of this press release (or any part thereof)or its distribution shall not be construed as a basis for any agreement regarding the Tender Offer, nor shall it berelied upon in concluding an agreement regarding the Tender Offer.



The common shares and share options of the Target Company, a company incorporated in Japan, are subject to
the Tender Offer. The Tender Offer will be conducted in compliance with the procedures and information
disclosure standards set forth in Japanese law, and those procedures and standards are not always the same as theprocedures and information disclosure standards in the U.S. In particular, neither sections 13(e) or 14(d) of the
U.S. Securities Exchange Act of 1934 (as amended; the same shall apply hereinafter) or the rules under these
sections apply to the Tender Offer; and therefore the Tender Offer is not conducted in accordance with those
procedures and standards. All of the financial information included in this press release is based on Japanese
GAAP, which may differ significantly from GAAP in the U.S. and other countries. In addition, because the Tender
Offeror is a corporation incorporated outside the U.S. and some or all of its officers are non U.S. residents, it may
be difficult to exercise rights or demands against them that can be asserted based on U.S. securities laws. It also
may be impossible to initiate an action against a corporation that is based outside of the U.S. or its officers in acourt outside of the U.S. on the grounds of a violation of U.S. securities-related laws. Furthermore, there is no
guarantee that a corporation that is based outside of the U.S. or its affiliates may be compelled to submit
themselves to the jurisdiction of a U.S. court.



Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely in Japanese.
All or a part of the documentation relating to the Tender Offer will be prepared in English; however, if there isany discrepancy between the English-language documents and the Japanese-language documents, the Japaneselanguage documents shall prevail.

This press release includes statements that fall under “forward-looking statements” as defined in section 27A of
the U.S. Securities Act of 1933 (as amended) and section 21E of the Securities Exchange Act of 1934. Due toknown or unknown risks, uncertainties or other factors, actual results may differ materially from the predictions
indicated by the statements that are implicitly or explicitly forward-looking statements. Neither the Tender
Offeror nor any of its affiliates guarantee that the predictions indicated by the statements that are implicitly or
expressly forward-looking statements will materialize. The forward-looking statements in this press release wereprepared based on information held by the Tender Offeror as of today, and the Tender Offeror and its affiliates
shall not be obliged to amend or revise such statements to reflect future events or circumstances, except as
required by laws and regulations.



The Tender Offeror, its financial advisors and the tender offer agent (and their respective affiliates) may purchasethe common shares and share options of the Target Company, by means other than the Tender Offer, or conduct
an act aimed at such purchases, for their own account or for their client’s accounts, including in the scope of theirordinary business, to the extent permitted under financial instrument exchange-related laws and regulations, andany other applicable laws and regulations in Japan, in accordance with the requirements of Rule 14e-5(b) of the
U.S. Securities Exchange Act of 1934 during the Tender Offer Period. Such purchases may be conducted at themarket price through market transactions or at a price determined by negotiations off-market. In the event that
information regarding such purchases is disclosed in Japan, such information will also be disclosed on the English
website of the person conducting such purchases (or by any other method of public disclosure).



If a shareholder exercises its right to demand the purchase of shares of less than one unit in accordance with the84Companies Act, the Target Company may buy back its own shares during the Tender Offer Period in accordancewith the procedures required by laws and regulations.
The financial advisor of KKR is Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. The legal advisors of KKR are
Nishimura & Asahi Gaikokuho Kyodo Jigyo and Simpson Thacher & Bartlett LLP.
End85