[Translation]
April 26, 2024
To whom it may concern:
Company Name:
Name of Representative:
Contact:

KDDI Corporation
Makoto Takahashi
President, Representative Director, CEO(Securities Code: 9433 TSE Prime Market)
Yasuo Nakazato, General Manager ofGeneral Administration Division,
Corporate Sector(TEL．03-3347-0077)

Notice Regarding Results of Tender Offer for Shares of Lawson, Inc. (Securities Code: 2651) andChange in Equity-Method Affiliate
On March 27, 2024, KDDI Corporation (the “Offeror”) decided to acquire the share certificates, etc.
of Lawson, Inc. (Securities Code: 2651, a company listed on the Prime Market of Tokyo Stock
Exchange, Inc. (the “TSE”); the “Target”) through a tender offer under the Financial Instruments andExchange Act (Act No. 25 of 1948, as amended; the “Act”) (the “Tender Offer”) and conducted theTender Offer from March 28, 2024, and the Tender Offer ended on April 25, 2024. The Offeror announce
the result of the Tender Offer as follows.
In addition, as a result of the Tender Offer, we hereby also announce that the Target will become an
equity-method affiliate of the Offeror as of May 7, 2024 (commencement date of settlement of theTender Offer).
I. Results of Tender Offer
1. Summary of Tender Offer(1) Name and Location of the Offeror
Name: KDDI Corporation
Location: 2-3-2 Nishishinjuku, Shinjuku-ku, Tokyo(2) Name of the Target
Lawson, Inc.
(3) Type of share certificates, etc. related to tender offer(I) Common shares(II) Share options
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon March 25, 2015 (the “14th Series of Share Options”) (the exercise period is from April 10,2015 to March 24, 2035)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon April 13, 2016 (the “16th Series of Share Options”) (the exercise period is from May 2,
2016 to April 13, 2036)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon April 12, 2017 (the “17th Series of Share Options”) (the exercise period is from May 1,

2017 to April 11, 2037)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon July 5, 2017 (the “18th Series of Share Options”) (the exercise period is from July 21, 2017
to July 4, 2037)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon May 22, 2018 (the “19th Series of Share Options”) (the exercise period is from June 8,2018 to May 21, 2038)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon May 21, 2019 (the “20th Series of Share Options”) (the exercise period is from June 7,
2019 to May 20, 2039)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon May 27, 2020 (the “21st Series of Share Options”) (the exercise period is from June 12,2020 to May 26, 2040)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon May 25, 2021 (the “22nd Series of Share Options”) (the exercise period is from June 11,2021 to May 24, 2041)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon May 25, 2022 (the “23rd Series of Share Options”) (the exercise period is from June 10,2022 to May 24, 2042)
Share options issued pursuant to the resolution of the Target’s board of directors meeting heldon May 24, 2023 (the “24th Series of Share Options”) (the exercise period is from June 9,2023 to May 23, 2043)(The 14th Series of Share Options, 16th Series of Share Options, 17th Series of Share Options,18th Series of Share Options, 19th Series of Share Options, 20th Series of Share Options, 21stSeries of Share Options, 22nd Series of Share Options, 23rd Series of Share Options, and 24th
Series of Share Options, collectively, the “Share Options”.)(III) Depositary receipts for share certificates
American depositary receipts related to common shares of the Target (the “Target Shares”)
issued by Citibank, N.A. and Deutsche Bank Trust Company Americas (collectively, the“Depositary Banks”) in the United States (the “American Depositary Receipts”).
(Note) According to the notification for the American Depositary Receipts (Form F-6EF)
submitted by Citibank, N.A. as of February 13, 2018 to the U.S. Securities and Exchange
Commission (the “SEC”) and the one submitted by Deutsche Bank Trust Company
Americas as of April 2, 2018 to the SEC, the American Depositary Receipts for theTarget Shares were issued in the United States. However, according to the Target, theTarget was not involved in the issuance of these American Depositary Receipts. Since
the Offeror aimed to acquire all of the Target Shares in the Tender Offer (excluding theTarget Shares held by the Offeror and the Target’s parent company, Mitsubishi
Corporation (collectively, the “Offeror Related Parties”) and treasury shares held by theTarget), the Offeror, in accordance with Article 27-2, Paragraph (5) of the Act andArticle 8, Paragraph (5), item (iii) of the Order for Enforcement of the Financial
Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the“Order”), included the American Depositary Receipts as the type of share certificates,
etc., to be purchased, because it is necessary to solicit applications for sales, etc., for all
the share certificates, etc. issued by the Target. On the other hand, while the American
Depositary Receipts are securities issued in the United States, it has been determined-2-that it will be difficult for the Offeror, which is a resident of Japan, to acquire theAmerican Depositary Receipts themselves in the Tender Offer conducted outside theUnited States because there are no financial instruments business operators, etc., that canhandle the acquisition as a tender offer agent in practice. Accordingly, in the Tender
Offer, the Offeror decided to accept tenders of the Target Shares and the Share Options
only, and instead of accepting tenders of the American Depositary Receipts themselves,to accept tenders of the Target Shares related to such American Depositary Shares
represented by the American Depositary Receipts and deposited with the Depositary
Banks (the “American Depositary Shares”).
(4) Number of share certificates to be purchased
Number of shares to be
Minimum number of shares topurchased
be purchased
47,923,815 shares

Maximum number of shares tobe purchased

14,458,500 shares- shares(Note 1) If the total number of the Target’s share certificates tendered in the Tender Offer (the “Tendered
Shares”) is less than the minimum number of shares to be purchased in the Tender Offer(14,458,500 shares), the Offeror will purchase none of the Tendered Shares. If the total
number of the Tendered Shares is not less than the minimum number of shares to be purchasedin the Tender Offer (14,458,500 shares), the Offeror will purchase all of the Tendered Shares.
(Note 2) As the Tender Offer does not set the maximum number of shares to be purchased,
47,923,815 shares, which is the largest number of the Target Shares that the Offeror may
acquire through the Tender Offer, is stated as the number of shares to be purchased. The
largest number is the number obtained by adding the total number of issued shares as ofJanuary 12, 2024 (100,300,000 shares) as stated in the Target’s third quarterly report for the49th fiscal year submitted by the Target on January 12, 2024 (the “Target’s Third Quarterly
Report”) to the number of the Target Shares underlying the Share Options (106,000 shares),less the number of treasury shares held by the Target on February 29, 2024 as informed by theTarget (222,085 shares) and the number of the Target Shares owned by the Offeror Related
Parties (52,260,100) (47,923,815 shares).
(Note 3) Shares constituting less than one unit (tangen-miman kabu) are also subject to the Tender Offer.
If a shareholder exercises the right to demand purchase of shares constituting less than one unit
pursuant to the Companies Act (Act No. 86 of 2005, as amended), the Target may purchasethese shares during the period for a tender offer in the Tender Offer (the “Tender Offer Period”)
in accordance with statutory procedures.
(Note 4) The treasury shares held by the Target are not scheduled to be acquired through the Tender
Offer.
(5) Tender offer period(I) Tender offer period
From March 28, 2024 (Thursday) to April 25, 2024 (Thursday) (21 business days)(II) Possibility of extension upon request by the Target
Not applicable.
(6) Tender offer price(I) Common shares: 10,360 yen per common share(II) Share Options: 1 yen per Share Option(III) Target Shares relating to American Depositary Shares represented by American Depositary
Receipts: 10,360 yen per share
2. Tender Offer Results(1) Whether the Tender Offer has been successfully completed-3-

In the Tender Offer, although a condition is imposed that if the total number of Tendered Sharesis less than the minimum number of tendered shares to be purchased (14,458,500 shares), theOfferor will purchase none of the Tendered Shares, but since the total number of Tendered Shares(39,031,496 shares) was not less than the minimum number of tendered shares to be purchased(14,458,500 shares), the Offeror will purchase all of the Tendered Shares as provided in the public
notice of the commencement of the Tender Offer and the tender offer registration statement.
(2) Date of public notice of Tender Offer results and name of newspaper in which public notice thereofis given
Pursuant to Article 27-13, Paragraph (1) of the Act, the Offeror announced the results of theTender Offer to news media at the TSE on April 26, 2024 in the manner stipulated in Article 9-4 of
the Order and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer
for Share Certificates, etc. by Person Other Than Issuer (Ministry of Finance Order No. 38 of 1990,
as amended (the “Cabinet Office Ordinance”)).
(3) Number of share certificates purchased(I) Number of tenders
converted into shares

Type of share certificates
Share certificates(II) Number of purchases
converted into shares

39,031,496 shares

39,031,496 shares

Share option certificates――

Bond certificates with share options

―

―

―

―

―

―

39,031,496

39,031,496―(―)

Beneficiary certificates of sharecertificates()
Depository receipts for share certificates(American Depositary Receipts)
Total(Total number of potential shares)(4) Ownership ratio of share certificates after tender offer
Number of voting rights(Ownership ratio of share certificates before
pertaining
to
the
share
21,100 the tender offer
certificates held by the Offeror
2.11%)
before the tender offer
Number of voting rights
pertaining
to
the
share
(Ownership ratio of share certificates before
certificates held by special
501,501 the tender offer
related parties before the tender50.06%)
offer
Number of voting rights(Ownership ratio of share certificates after thepertaining
to
the
share
411,414 tender offer
certificates held by the Offeror
41.07%)
after the tender offer
Number of voting rights(Ownership ratio of share certificates after thepertaining
to
the
share
501,501 tender offer
certificates held by special
50.06%)-4-

related parties after the tender
offer
Total number of voting rights of
999,718
all shareholders(Note 1) “Number of voting rights pertaining to the share certificates held by special related parties
before the tender offer” and “Number of voting rights pertaining to the share certificates heldby special related parties after the tender offer” are the sum of the number of voting rights
pertaining to Share Certificates, etc. held by each special related party (excluding those
excluded from special related parties pursuant to Article 3, Paragraph 2, item (i) of the Cabinet
Office Ordinance in calculating the Shareholding Ratio of Share Certificates, etc. in each itemof Article 27-2, Paragraph 1 of the Act among special related parties).
(Note 2) “Total number of voting rights of all shareholders” is the number of voting rights of allshareholders (the number of shares per unit is listed as 100 shares) as of August 31, 2023 asstated in the Target’s Third Quarterly Report. However, because shares less than one unit
and the Share Options were also subject to tender offers, “Ownership ratio of share certificates
before the tender offer” and “Ownership ratio of share certificates after the tender offer” arecalculated based on the denominator of the number of voting rights (1,001,839) related to thenumber of shares (100,183,915 shares) calculated by adding the total number of Target Shares
to be issued upon exercise of 1,060 units of Share Options (106,000 shares) reported by theTarget as remaining as of February 29, 2024 to the number of shares calculated by deducting
the number of treasury shares held by the Target as of the same date, as stated in the“Consolidated Financial Results [IFRS] for the Fiscal Year Ending February 2024” announced
by the Target on April 11, 2024 (the “Target’s Financial Results”) (222,085 shares) from thetotal number of issued shares as of February 29, 2024, as stated in the Target’s Financial
Results (100,300,000 shares).
(Note 3) “Ownership ratio of share certificates before the tender offer” and “Ownership ratio of sharecertificates after the tender offer” are rounded to the nearest second decimal place.
(5) Calculation in cases of conducting a tender offer by a pro-rata method
Not applicable.
(6) Method of settlement(I) Name and location of head office of financial instruments business operator or bank handlingsettlement of the tender offer
Nomura Securities Co., Ltd.
1-13-1 Nihonbashi, Chuo-ku, Tokyo(II) Commencement date of settlement
May 7, 2024 (Tuesday)(III) Method of settlement
Without delay after expiration of the Tender Offer Period, a notice of purchase through thetender offer will be mailed to the addresses of persons who consented to the offer to purchase,etc., or made an offer to sell, etc., share certificates, etc. related to the Tender Offer (the“Tendering Shareholders”) (or their standing proxy in the case of foreign shareholders who do
not have an account with the tender offer agent that allows transactions (including corporateshareholders, etc.)).
The purchase is made for cash. Tendering Shareholders may receive the proceeds from theTender Offer without delay after the commencement date of the settlement by the method
instructed by the Tendering Shareholders, such as remittance (there may be a remittancecharge).
3. Policies after the Tender Offer and future prospects
For the policies after the Tender Offer, there have been no changes in the details stated in the “NoticeRegarding Commencement of Tender Offer for Shares of Lawson, Inc. (Securities Code: 2651)”-5-

announced by the Offeror on March 27, 2024.
In response to the results of the Tender Offer, the Offeror plans to implement a series of procedures
to make the Offeror Related Parties the Target’s only shareholders (the “Squeeze-out Procedure”). Asof today, the Target Shares are listed on the TSE Prime Market. However, if the Squeeze-out Procedure
is implemented, the Target Shares will become delisted through the prescribed procedures in accordancewith the TSE’s delisting criteria. After the delisting of the Target Shares, the Target Shares may nolonger be traded on the Prime Market of the TSE.
For the specific procedures and time of implementation of the above, the Offeror will consult with
the Target, and the Target will promptly announce the details once they have been determined.
4. Place where a copy of the Tender Offer Report is to be made available for public inspection
KDDI Corporation(3-10-10 Iidabashi, Chiyoda-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)
II. Change in equity-method affiliate
1. Reason for change
As a result of the Tender Offer, the Target will become an equity-method affiliate of the Offeror as of
May 7, 2024 (commencement date of settlement of the Tender Offer).
2. Summary of equity-method affiliate subject to change (Target)
(I)
(II)
(III)
(IV)
(V)
(VI)

Name
Address
Title/name ofrepresentative
Details of
businessStated capital
Date ofestablishment

(VII)

Major
shareholders
andshareholding
ratio(as ofAugust 31,2023) (Note1)

Lawson, Inc.
Osaki 1-11-2, Shinagawa-ku, Tokyo
President and CEO, Representative Director, Chairman of the Board
Sadanobu Takemasu
Development of franchise chains of “Lawson” convenience stores
58,506 million yen (as of February 29, 2024)
April 15, 1975
Mitsubishi Corporation
The Master Trust Bank of Japan, Ltd. (trust
account)
Custody Bank of Japan, Ltd. (trust account)

50.11%SMBC Nikko Securities Inc.

2.31%

KDDI Corporation

2.11%

NTT DOCOMO, INC.

2.09%

Japan Securities Finance Co., Ltd.

1.73%

8.15%
2.74%

JPMorgan Securities Japan Co., Ltd.
1.20%
Mitsubishi UFJ Morgan Stanley Securities Co.,
1.20%
Ltd.
STATE STREET BANK AND TRUSTCOMPANY 505103 (standing proxy: Settlement &0.93%
Clearing Services Department, Mizuho Bank, Ltd.)(VIII) Relationship between Offeror and Target
Capital
As of today, the Offeror holds 2,110,000 Target Shares (Shareholding
relationship
Ratio (Note 2): 2.11%)
Personnel
Not applicable.
relationship-6-

Businessrelationship

The Offeror has executed the Capital and Business AllianceAgreement with the Target and Mitsubishi Corporation (“MC”). In
addition, the Offeror has executed the business alliance agreementwith the Target, MC, and menu, Inc.

Applicablestatus of
The Offeror does not fall under a related party.
related parties(IX) Target’s consolidated management performance and consolidated financial position
for the last three years (based on international accounting standards)
Fiscal year ending
Fiscal year ending
Accounting period
February 2023
February 2024
Total assets
2,242,421 million yen 2,297,498 million yen
Total shareholders’ equity 253,858 million yen
289,300 million yen
Gross operating revenue
1,000,385 million yen 1,087,964 million yen
Core operating profit
64,311 million yen
94,090 million yen
Income attributable to29,708 million yen
52,148 million yen
owners of the parent
Income per share
296.86 yen
521.08 yen
Dividend per share
150 yen
117.50 yen
Target’s consolidated management performance and consolidated financial position
for the last three years (based on Japanese accounting standards)
Fiscal year ending
Accounting period
February 2022
Consolidated net assets
278,473 million yen
Consolidated total assets
1,337,245 million yen
Consolidated net assets per
2,726.97 yen
shareConsolidated total operating
698,371 million yen
revenue
Consolidated operating
47,096 million yen
incomeConsolidated ordinary
47,571 million yen
incomeNet income attributable to17,900 million yen
owners of the parent
Consolidated net income per
178.87 yen
share
Dividend per share
150 yen(Note 1) “(VII) Major shareholders and shareholding ratio (as of August 31, 2023)” is quoted from“status of major shareholders” in the second Quarterly Report for the 49th fiscal year submitted
by the Target on October 13, 2023.
(Note 2) “Shareholding Ratio” refers to the ratio (rounded to the second decimal place) of the numberof Target Shares to the number of shares (100,183,915 shares) calculated by adding the total
number of Target Shares to be issued upon exercise of 1,060 units of Share Options (106,000
shares) reported by the Target as remaining as of February 29, 2024 to the number of sharescalculated by deducting the number of treasury shares held by the Target as of the same date,as stated in the Target’s Financial Results (222,085 shares) from the total number of issued
shares as of February 29, 2024, as stated in the Target’s Financial Results (100,300,000 shares).
(Note 3) The Target has prepared its consolidated financial statements in accordance with theinternational financial reporting standards (IFRS) from the fiscal year ending February 2023.
4. Number of acquired shares, acquisition price, and status of shares held before and after theacquisition-7-

2,110,000 shares(number of voting rights: 21,100)(percentage of voting rights: 2.11%)
39,031,496 shares(II) Number of shares acquired(number of voting rights: 390,314)(percentage of voting rights: 38.96%)(III) Acquisition price404,366 million yen
41,141,496 shares(IV) Number of shares held after the change(number of voting rights: 411,414)(percentage of voting rights: 41.07%)(Note 1) “Percentage of voting rights” is calculated based on the denominator of the number of voting
rights (1,001,839) related to the number of shares (100,183,915 shares) calculated by adding
the total number of Target Shares to be issued upon exercise of 1,060 units of Share Options(106,000 shares) reported by the Target as remaining as of February 29, 2024 to the number ofshares calculated by deducting the number of treasury shares held by the Target as of the samedate, as stated in the Target’s Financial Results (222,085 shares) from the total number of issued
shares as of February 29, 2024, as stated in the Target’s Financial Results (100,300,000 shares),and is rounded to the nearest second decimal place.
(Note 2) “Acquisition price” is calculated by multiplying the number of Target Shares purchased throughthe Tender Offer by the tender offer price per share and is rounded down to the nearest million
yen. In addition, this does not include any advisory fees or similar costs.
(I) Number of shares held before the change

4. Schedule for the change (scheduled)
May 7, 2024 (Tuesday) (commencement date of settlement of the Tender Offer).
5. Future prospects
The impact of the equity-method affiliate change through the Tender Offer on the Offeror’s future
consolidated financial results is being examined. If any matter to be disclosed arises, the Offeror willpromptly announce such matter.
End

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[Regulation on solicitation]
This press release is intended to announce the Tender Offer and provide information relating to theTender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell
securities or to make an offer to purchase securities pertaining to the Tender Offer. If shareholders
and the Share Option Holders wish to make an offer to sell their securities, they should first read theTender Offer Explanatory Statement concerning the Tender Offer and make an offer to sell theirsecurities at their own discretion. This press release shall neither be, nor constitute a part of, an offer
to sell or purchase, or a solicitation of an offer to sell or purchase, any securities, and neither this press
release (or part of this press release) nor its distribution shall be interpreted to constitute the basis of
any agreement in relation to the Tender Offer, and neither this press release (or any part of this press
release) nor its distribution may be relied upon at the time of entering into any such agreement.
[Forward-Looking Statements]
This press release and the documents referenced in this press release may contain expressions
concerning future prospects, including “expect,” “forecast,” “anticipate,” “intend,” “plan,” “beconvinced,” “project” and “estimate.” These expressions are based on the current businessprospects of the Offeror Related Parties or the Target, as applicable, and they are subject to change
depending on future circumstances and developments. None of the Offeror Related Parties, theTarget nor any of their respective affiliates assumes any obligation to update these expressions
concerning future prospects to reflect actual performance and other circumstances and developments,
and changes to the conditions, or other related factors.
[U.S. regulations]
The Tender Offer was for shares of the Target, a company incorporated in Japan. The Tender Offer
was implemented in compliance with the procedures and information disclosure standards prescribedby Japanese law, and these procedures and standards are not necessarily the same as the procedures
and information disclosure standards in the United States. In particular, Section 13(e) or 14(d) of
the U.S. Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and the rules
and regulations thereunder do not apply to the Tender Offer, and the Tender Offer is not necessarily
conducted consistent with these procedures and standards. The financial information contained inthis press release and the documents referenced in this press release is based on Japanese accounting
standards and international accounting standards, which may differ materially from generally
accepted accounting principles in the United States and other countries. Since the Offeror Related
Parties and the Target are corporations incorporated outside the United States and all or some of theirdirectors and officers are not residents of the United States, it may be difficult to exercise, make orenforce any right or claim arising under the U.S. federal securities laws. It may not be possible tocommence legal proceedings against a non-U.S. corporation and its directors and officers in a nonU.S. court for violations of U.S. securities laws. In addition, U.S. courts are not necessarily granted
jurisdiction over non-U.S. corporations and their subsidiaries and affiliates and there is no guaranteethat shareholders will be able to compel a company outside the United States or its subsidiaries andaffiliates to subject themselves to the jurisdiction of a U.S. court.
Unless otherwise stated, all procedures relating to the Tender Offer was conducted in Japanese.
Although all or part of the documents relating to the Tender Offer was prepared in English, if there isany discrepancy between the Japanese documents and the corresponding English documents, theJapanese documents shall prevail.

-9-Statements in this press release and the documents referenced in this press release contain “forwardlooking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended(the “Securities Act”) and Section 21E of the Securities Exchange Act. Known and unknown risks,
uncertainties, and other factors could cause actual results to differ materially from the results impliedor expressly stated as “forward-looking statements.” None of the Offeror Related Parties, the Target
nor their respective affiliates gives any assurance or guarantee that the results implied or expressly
stated by these forward-looking statements will be achieved. The “forward-looking statements”
contained in this press release and the documents referenced in this press release have been preparedbased upon the information in the possession of the Offeror Related Parties as of the date of this press
release, and unless otherwise required by applicable laws and regulations, none of the Offeror Related
Parties, the Target nor any of their respective affiliates assumes any obligation to change or revise the“forward-looking statements” to reflect future events and circumstances.
The Offeror Related Parties, the Target, each of the financial advisors to the Offeror Related Parties
and the Target, and the tender offer agent (including the related parties thereof) may have purchasedor taken actions to purchase the Target Shares outside the Tender Offer prior to the commencementof the Tender Offer or during the Tender Offer Period to the extent permitted under the Financial
Instruments and Exchange Related Laws and Regulations of Japan and other applicable laws andregulations and subject to the requirements of Rule 14e-5(b) under the Securities Exchange Act.
Such purchase may have been conducted at a market price through a market transaction or a pricedetermined in off-market negotiations. If the relevant information concerning such purchases isdisclosed in Japan, it has also been disclosed in the United States by an equivalent method of
disclosure.
[Other countries]
The announcement, issuance, or distribution of this press release may be legally restricted in somecountries or territories. In such case, shareholders should be aware of and comply with such
restriction. The announcement, issue or distribution of this press release shall not be interpreted as
an offer to purchase or solicitation of an offer to sell share certificates concerning the Tender Offer,
but simply as a distribution of information.

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