1





(6)

Date of incorporation

April 1964

(7)

Major Shareholder s

The Master Trust Bank of Japan,

and ownership ratio

Ltd. (Trust Account)(as of September 30,

Custody Bank of Japan, Ltd.

7.74%

2021)

Sumitomo Mitsui Banking

2.50%

14.93%

Corporation
Mitsui Sumitomo Insurance Co.,

2.35%

Ltd.
MSIP CLIENT SECURITIES

1.61%(Standing Proxy: Morgan Stanley
MUFG Securities Co., Ltd.)
Sumitomo Mitsui Trust Bank,

1.24%

LimitedThe Bank of New York Mellon

1.18%

140044(Standing Proxy: Mizuho Bank,
Ltd., Settlement Service Dept.)
Mizuho Bank, Ltd.

1.17%

Japan Securities Finance Co., Ltd.

1.08%

Goldman Sachs Japan Co., Ltd.

1.04%

BNYM
(8)

Relationship between

Capital relationship

As of the date of this press release, thethe Company and theTender Offeror holds 28,919,526 shares

Tender Offerorof the Company’s Shares (ownership
ratio (Note 1): 66.87%) and theCompany is its consolidated subsidiary.
Personnel relationship

As of the date of this press release, of the
13 directors of the Company, 1 director,
Yasunori Takamatsu, concurrently serves
as employee of the Tender Offeror, and 3
directors (Masahiro Tanabe, Hiroshi
Ogawa, and Taku Kadooka) wereformerly employed by the Tender
Offeror. Of the 4 corporate auditors of
the Company, 1 auditor (Toshiaki
Takeda) concurrently serves as an officer2

of the Tender Offeror, and 1 auditor,(Masaaki Tsuda), was formerly
employed by the Tender Offeror.
In addition to the above, as of the date ofthis Press Release, 2 employees of theTender Offeror are seconded to theCompany. On the other hand, noemployees of the Company is seconded
to the Tender Offeror.
Business relationship

The Company operates terminals
operated by the Tender Offeror andprovides unloading/loading and otherservices at the ports called by the vessels
operated or chartered to the Tender
Offeror Group (Note 2).

Status as related party

The Company is a consolidated
subsidiary of the Tender Offeror and falls
under a related party.

(Note 1) “Ownership ratio” refers to the ratio (rounded to the second decimal place, hereinafter the samefor indications in ownership ratio unless otherwise indicated ) to the number of Company's
Shares (43,247,189 shares) obtained by deducting the number of treasury shares owned by theCompany as of September 30, 2021 (200,910 shares), from the total number of issued shares asof the same date (43,448,099 shares), as indicated in the Company’s “Financial Results for the
2nd Quarter of the Fiscal Year Ending March 2022 (Japan GAAP) (Consolidated)” announced
by the Company on October 29, 2021.
(Note 2) “Tender Offeror Group” means, collectively, the Tender Offeror and the companies subject toconsolidation with the Tender Offeror (hereinafter the same). As of September 30, 2021, there
were 481 companies (including the Company) subject to consolidation with the Tender Offeror(of which 369 companies were consolidated subsidiaries and 112 companies were companies
consolidated by equity method).

2.

Tender Offer Price

725 yen per common share3

3.

Details, grounds, and reasons for the Opinion on the Tender Offer(1) Details of the Opinion on the Tender Offer
The Company has resolved at its board of directors meeting held today to express an opinion in supportof the Tender Offer by the Tender Offeror that is the Company’s controlling shareholder (parent
company) for all of the Company’s Shares (excluding the Company’s Shares held by the TenderCompany’s shareholders to tender in the Tender Offer based on the grounds and reasons indicated in
below “(2) Grounds and reasons for the Opinion on the Tender Offer.”

For details on the resolution of the Company’s board of directors meeting above, see “(6) Measures
to ensure fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer
Price and measures to avoid conflict of interests,” “(vii) Unanimous approval of all disinterested
directors and the opinion of all auditors of the Company that they have no objections” below.

(2) Grounds and reasons for the Opinion on the Tender Offer
The description of the Tender Offeror in the grounds and reasons for the Opinion on the Tender Offeris based on the explanations received from the Tender Offeror.

(i)Outline of the Tender Offer

As of the date of this Press Release, the Tender Offeror holds 28,919,526 shares (Ownership Ratio:
66.87%) of the Company’s Shares, that are listed on the First Section of Tokyo Stock Exchange, Inc.
(the “TSE”), and the Company is therefore its consolidated subsidiary. For the circumstances leading
to the Tender Offeror to make the Company its consolidated subsidiary, please see “(2) Grounds andreasons for the Opinion on the Tender Offer,” “(ii) Background, purpose, and decision-making process
for the Tender Offer leading to the Tender Offeror’s decision to conduct the Tender Offer,” “(a)Background for the Tender Offer” below.

The Tender Offeror has resolved at its board of directors meeting held today to implement the Tender
Offer as part of the transactions (the “Transactions”) to acquire all of the Company’s Shares to makethe Company its wholly-owned subsidiary.

The Tender Offeror did not set a maximum number of shares to be purchased in the Tender Offer
because the purpose of the Tender Offer is to make the Company its wholly-owned subsidiary. In
addition, the Tender Offeror did not set a minimum number on the shares to be purchased in the Tender4

Offer and it will purchase all of the Tendered Shares Certificates, Etc. to ensure that the Company’s
shareholders who wish to sell in the Tender Offer to sell their shares have an opportunity to sell theirshares. While the Tender Offeror aims to make the Company its wholly-owned subsidiary, the Tender
Offeror holds 28,919,526 shares (ownership ratio: 66.87%) of the Company’s Shares as above, andthe Tender Offeror believes that it is possible to make the Company its wholly-owned subsidiary bysuch way as requesting the Company to consolidate the Company’s Shares (the “Share
Consolidation”) pursuant to Article 180 of the Companies Act. However, the Tender Offeror
contemplates to ensure opportunities for the shareholders of the Company to make appropriate
judgments regarding the Transactions and guarantee fairness of the Transactions by introducing theTender Offer and disclosing information regarding the Transaction appropriately.

Because the Tender Offeror’s purpose is to make the Company its wholly-owned subsidiary, if theTender Offeror is unable to acquire all of the Company’s Shares in the Tender Offer, after the Tender
Offer is completed, the Tender Offeror is scheduled to acquire all of the Company’s Shares byimplementing a series of procedures indicated in “(5) Policies on organizational change after theTender Offer (matters concerning “two-step acquisition”)” (the “Squeeze-Out Procedures”) to makethe Tender Offeror the sole shareholder of the Company. If the Tender Offer is not completed such asif the Tender Offer is revoked or no shares were tendered in the Tender Offer, the Tender Offeror
intends to discuss on implementing the Squeeze-Out Procedures by the Tender Offeror between the
Company. However, as of the date of this Press Release, it has not been decided whether to implement
the Squeeze-Out Procedures or not if the Tender Offer is not completed.

(ii) Background, purpose, and decision-making process for the Tender Offer leading to theTender Offeror’s decision to conduct the Tender Offer
The Company received the following explanation from the Tender Offeror regarding the background,purpose and decision-making process for the Tender Offer leading to its decision to conduct the Tender
Offer.

(a)

Background for the Tender Offer

The Tender Offeror was formed under its current trade name in April 1999, through themerger of Navix Line, Ltd. and Mitsui O.S.K. Lines Ltd., the latter of which was formedby the merger of Osaka Shosen Kaisha and Mitsui Steamship Co., Ltd. in April 1964.
Osaka Shosen Kaisha was a shipowner and liner service operator (see Note 1) founded in
May 1884 with a capital stock of 1.2 million yen through a large-scale merger of shipowners
based in the Kansai region.

Mitsui Steamship Co., Ltd. originated as the shipping

department of MITSUI & CO., LTD., which had operated shipping business in the late 19th5

December 28, 1942, with a capital stock of 50 million yen. Due to the Second World War,both Osaka Shosen Kaisha and Mitsui Steamship Co., Ltd. lost the bulk of their ships andthe right to do shipping business on their own account, but after the shipping industry was
re-privatized in April 1950, due to their efforts to regain their shipping rights and rebuild
their fleets, they were able to restore their main prewar routes by the early 1950s.
Following the merger of Osaka Shosen Kaisha and Mitsui Steamship Co., Ltd. in April
1964 described above, the new entity (named Mitsui O.S.K. Lines, Ltd.) strove to expand
and diversify its business in response to the development of Japanese trade and the growing
variety of shipping methods and cargoes.
Osaka Shosen Kaisha listed on the Osaka Stock Exchange in June 1884, and Mitsui
Steamship Co., Ltd. listed on the Tokyo, Osaka, and Nagoya stock exchanges in May 1949,and on all of the Japanese stock exchanges in 1964. The Tender Offeror delisted from the
Sapporo Stock Exchange in November 2007, from the Fukuoka Stock Exchange in May
2013, from the First Section of the Osaka Stock Exchange in July 2013, and from the
Nagoya Stock Exchange in May 2017, and is currently listed on the First Section of theTSE.
As of September 30, 2021, the Tender Offeror has 481 consolidated affiliates (369consolidated subsidiaries and 112 equity-method affiliates including the Company), and theTender Offeror Group operates globally, mainly in the shipping business.

The Tender

Offeror Group’s five business segments – Dry Bulker Transport, Energy Transport, ProductTransport, Associated Businesses, and Other – are outlined below.
I.

Dry Bulker Transport: The Tender Offeror Group owns and operates dry bulkers (seeNote 2) (excluding coal carriers which transport coal for power plants) with which ittransports cargo around the globe.

II.

Energy Transport: The Tender Offeror Group owns and operates coal carriers (whichtransport coal for power plants), tankers, offshore business, LNG carriers, and other ships
with which it transports cargo around the globe.

III. Product Transport: The Tender Offeror Group owns and operates car carriers (see Note 2)
with which it transports cargo around the globe. It also provides total logistics solutions
including owning and operating container ships, container terminals operation, air andocean freight forwarding (see Note 3), trucking, warehousing, and heavyweight andoversized cargo transport. The Tender Offeror’s consolidated affiliates MOL Ferry Co.,
Ltd. and Ferry Sunflower Limited operate ferries for passenger and freight transport,
mainly on Japan’s Pacific coast and Seto Inland Sea.
IV. Associated Businesses: In addition to the real estate business mainly centered on DAIBIRU,

6

the Tender Offeror Group operates passenger cruises, tugboats, general trading (including
the sale of fuel, shipbuilding materials, and machinery), and other businesses.
V.

Other: The Tender Offeror Group operates businesses including ship management (for ships
other than tankers and LNG carriers), finance (for group-internal financing), information
services, accounting, and maritime business consulting, through its consolidated affiliates
including MOL Ship Management Co., Ltd.
A liner ship is a ship operating on a regular route under a regular schedule, with the port ofdeparture, ports of call, port of destination, planned dates of departure and arrival, and shipname published in advance.
A dry bulker is a cargo ship designed to carry unpackaged grain, ore, cement, and otherbulk cargo in its hold.
A car carrier is a specialized ship for the transportation of automobiles.
Freight forwarding is the service of providing support for trade paperworkandspecialized operations that arise in connection with arranging transportation, as an agent
between the entity that requests shipping (the consignor) and the actual shipping provider(the carrier).

(Note 1) A liner ship is a ship operating on a regular route under a regular schedule, with the port ofdeparture, ports of call, port of destination, planned dates of departure and arrival, and shipname published in advance.
(Note 2) A dry bulker is a cargo ship designed to carry unpackaged grain, ore, cement, and otherbulk cargo in its hold.
(Note 3) A car carrier is a specialized ship for the transportation of automobiles.
(Note 4) Freight forwarding is the business service of providing support for trade paperwork andspecialized operations that arise in connection with arranging transportation, as an agent
between the entity that requests shipping (the consignor) and the actual shipping provider(the carrier).

The Company was established as UTSUNOMIYA TOKUZO MARINE TRANSPORTATION thatwas privately managed by Tokuzo Utsunomiya in Yokohama in March 1890. The trade name waschanged to UTOKU EXPRESS CO., LTD. in January 1949, and expanded its business in the Kanto,
Tohoku, Hokuriku, and Kansai regions and expanded the scale and activities of its business. It changed
its trade name to the present Utoc Corporation in August 2007. Its main business was marinetransportation when it was first established, and the Company expanded its business into port business(Note 5) and plant and logistic business (Note 6). Presently, the port business accounts for 38% andthe plant and logistics business accounts for 61% of the Company’s sales, respectively. The Company

7was listed on the Second Section of the TSE in September 1962, and became listed on the First Sectionof the TSE in September 1980. Thereafter, through expansion into the US, Southeast Asia and China,
as of the date of this Press Release, the Company has been operating its businesses as a group (the“Company Group”) comprised of the Company and 16 consolidated subsidiaries (UTOC LOGISTICCORPORATION, UTOC STEVEDORING CORPORATION, UTOC TRANSNET CORPORATION,TERMINAL ENGINEERING CO.,LTD., KYUSHU UTOC CORPORATION, UTOC RYUTSUSERVICE CORPORATION, UTOC BUSINESSSUPPORT CORPORATION, UTOC PLANTSERVICE CORPORATION, UTOC TERMINAL SERVICE CORPORATION, UTOC TRANSPORTCORPORATION, UTOC ENGINEERING PTE.LTD., UTOC (THAILAND) CO.,LTD., UTOCAMERICA, INC., ASIA UTOC PTE.LTD., UTOC PLANT CONSTRUCTION SDN.BHD., and
UTOC LOGISTICS (TIANJIN) CO.,LTD ).

The Company continues to develop with its corporate philosophy: “Utoc aims to improve its corporate
value through social contribution by providing quality service based on the needs of our customers
Utoc will conduct transparent management in accordance with social
rules and corporate ethics and is dedicated to being a company respecting humanity and with a spirit
ensuring safety in all business realms and to environmental
conservation. ”(Note 5) In port business, the Company provides services such as cargo-handling (Note 8) ofcontainer ships, car carriers, conventional ships, roll-on/roll-off (RO/RO) (Note 7) vessels
and operation of container and RO/RO vessels terminals mainly in the Ports of Keihin(Tokyo and Yokohoama), Chiba and Ibaraki, as well as loading and unloading cargos at theport warehouse of the Company.
(Note 6) Plant and logistic business is broadly divided into two categories, the plant business andlogistics business. In plant business, the Company provides services from design andplanning to implementation control for heavy goods transportation and installation related
to power plant, plant construction and periodic maintenance of petrochemical plants andother types of plant, bridge erection and dismantling for expressways and junctions. In
logistics business, the Company provides integrated services such as logistic arrangement
abroad and in Japan, customs clearance, warehousing and packing for various cargoes fromfood to heavyweight and oversized cargo.
(Note 7) RO/RO vessels mean cargo ships that can transport trucks and trailers with cargoes, and
RO/RO is an abbreviation for ROLL-ON/ROLL-OFF.
(Note 8) Cargo-handling means comprehensive loading and unloading works for cargos between theship and land at a port.

8

The capital relationship between the Company and the Tender Offeror is as follows.

MitsuiSteamship Co., Ltd., one of the precursors of the Tender Offeror, made a capital contribution to theCompany in 1951, and as of March 31, 2004, the Tender Offeror held 6,162,975 Company’s Shares(shareholding ratio (meaning the ratio of the total issued shares of the Company excluding treasury
shares represented by the Company’ssame applies to references to “shareholding ratio” below in this paragraph) as of March 31, 2004:

shares). On February 25, 2005, in order to maintain trading relationships in the port and harbortransportation business and maintain relationships with the Company as an equity-method affiliate,
the Tender Offeror acquired the 2,910,000 shares of the Company’s Shares held by MITSUI & CO.,bringing the Tender Offeror’s total shareholding to 9,072,975 shares (shareholding ratio as of February

31, 2004: 197,686 shares) as of that date.

The Tender Offeror conducted a tender offer for theCompany’s Shares in February 2006 for the purpose of clarifying the Company’s status as a memberof the Tender Offeror Group in order to strengthen the corporate group and promote group operations,

mum number of shares to be’s
Shares, bringing its shareholding to 14,463,526 shares (shareholding ratio as of March 7, 2006:

207,899 shares), and making the Company a consolidated subsidiary of the Tender Offeror. On April
1, 2011, the Tender Offeror’s shareholding increased to 28,919,526 shares of the Company’s Shares

treasury shares as of that date: 200,052 shares) after it received an allotment of 14,456,000 shares of
the Company’s Shares as consideration for the merger between the Company and INTERNATIONALCONTAINER TERMINAL CO., LTD., and it holds 28,919,526 shares of the Company’s Shares as oftoday (shareholding ratio: 66.87%).

(b) Circumstances and purpose leading to the Tender Offeror to conduct the Tender
Offer
Demand for the Tender Offeror Group’s core business of shipping is directly influenced by changes
economy has diversified the factors that affect production in each country, demand forecasting is
becoming more and more difficult.

Furthermore, the industry-wide effort to introduce new ships thatuse LNG and other clean alternative fuels is a technological revolution that has also introduced an9element of uncertainty, making supply-side forecasting similarly challenging. Due to these supply
and demand factors, businesses such as the container ship business, the dry bulker business (especiallyiron ore), and the tanker business of energy transport, is becoming more uncertain in terms of global
growth potential and future forecasting as a result of supply-side forecasting analysis becoming
increasingly difficult due to changes in demand for transportation and environmental measures.

The

Tender Offeror has long believed that it will struggle to maintain the medium- to long-term growth
going forward unless it branches out from continuing the general shipping business, which has a low
barrier of entry due to the relative lack of expertise required for shipping and freight handling.

Thereis also a growing global trend toward sustainability, as represented by the SDGs, and there is particularsocial demand for measures to address climate change and other environmental issues, which theTender Offeror Group is aware of as a pressing issue that it cannot avoid. On April 1 2021, theTender Offeror Group revised its corporate mission and group vision, stating its intention to contributeto the long-term prosperity of the society in the fields in which the Tender Offeror Group has strengths
and develop a variety of social infrastructure businesses in addition to traditional shipping businesses
globally to create value, and on June 18, 2021 it issued its revised environmental vision (“MOL Group
Environmental Vision 2.1”) in which it aims to achieve “Net Zero GHG Emissions by 2050” bycollaborating with industry leaders to reduce society’s greenhouse gas emissions, which it believes
will enable sustainable growth for the Tender Offeror Group.
The Tender Offeror Group’s core business area of shipping is cyclical by nature due to demand being
strongly affected by fluctuations in the market and the broader economy, and its position in themedium- to long-term is subject to uncertainties, including profit instability, due to the effects ofdecarbonization – particularly the decreasing demand for transportation of fossil fuels like coal andoil, the switch from heavy fuel oil to LNG and other clean alternatives which will require additional
investment to refit ships, and the variability of alternative fuel prices. In this context, the Tender
Offeror believes that making the Company a wholly-owned subsidiary of the Tender Offeror will
increase the proportion of its portfolio that is represented by the port business and the logistics business– which both have strong connections to the shipping business, but which have different properties
and incur limited impacts due to market movements – and reduce the Tender Offeror Group’s
dependence on traditional shipping, and to reinforce its business and allow consistent, stable earnings,
and will also diversify its access to new business areas by enabling it to leverage the strengths andnetwork that the Tender Offeror Group has built up in the shipping business.

In addition, by

making the Company a wholly-owned subsidiary of the Tender Offeror, the two groups will be able
to leverage each other’s customer bases, business bases, financial bases and other management
resources, which were formerly subject to restrictions to maintain independence as a listed company.
Placing the Company Group at the core of the Tender Offeror Group’s domestic regional business andcoordinating and aligning its operations with those of the other companies in the Tender Offeror Group,10

including information sharing and the leveraging of each other’s customer bases, business bases,
financial bases and other management resources, will enable the Tender Offeror Group to expand its
business areas.
The Tender Offeror believes that, if the Company becomes a wholly-owned subsidiary of the Tender
Offeror, the Company Group will be able to make swifter decisions without concern for the effects of
temporary increases in investment burdens and short-term decreases in performance on theshareholders, and the two companies will be able to leverage each other’s customer bases, businessbases, financial bases and other management resources, which were formerly subject to restrictions tomaintain independence as a listed company, which will allow them to implement growth strategies
with a stronger focus on the medium- to long-term.

Specifically, as the number of individual users(shipping companies) decreases due to the integration of shipping companies, and given the expecteddrop-off in import and export volumes as a result of long-term population decline projected by theJapan Statistics Bureau, the Company Group’s port business needs to make efforts to further improve
the quality and value-competitiveness of the services it offers to customers. The Tender Offeror
believes that if the Company becomes a wholly-owned subsidiary of the Tender Offeror after theTransactions, the Company Group will no longer have to consider the effect of temporary increases
in investment burden or short-term dips in performance on the general shareholders of the Company,
and it can therefore enhance the Company Group’s port business by strategic coordination with theTender Offeror Group’s network and the promotion of new investment to secure cost-competitivenessusing the Tender Offeror Group’s capital based on a medium- to long-term view. In the plant andlogistics businesses, the Company Group has a stable business base, especially, in the Tender Offeror’s
understanding, due to its advanced technical capabilities in its original specialty area of heavy goods
transportation. As demand is expected to remain firm going forward due to the replacement of aging
Japanese infrastructure and the installation of new wind generation and other environmentally friendly
plants, the Tender Offeror wishes to further expand these businesses after the Transactions byincreasing coordination between the Tender Offeror Group and the Company Group and bringing in
the expected demand. In addition, the Tender Offeror Group expects to utilize its global business baseto further expand the Company Group’s plant and logistics businesses in overseas markets.
The Tender Offeror has managed the Company as a member of the Tender Offeror Group sinceacquiring it as a consolidated subsidiary on March 7, 2006, and achieved synergies while respecting
the Company’s independence as a listed company.

However, the Tender Offeror has carefully

considered the capital relationship between the Tender Offeror Group and the Company Group since
its acquisition as a consolidated subsidiary, given that there is currently a limit on how far customer
bases, business bases, financial bases, and other management resources can be shared and optimized
to implement the above measures from the standpoint of maintaining independence as a listedcompany. The Tender Offeror believes that if the Company’s listing is maintained, it will be difficult11to carry out the initiatives that the Tender Offeror intends to carry out after the Tender Offer as
described in the preceding two paragraphs, including: strategic coordination with the Company
-competitiveness using the Tendercoordination inOfferor Group to further expand the Company Group’s plant and logistics businesses in overseas
markets.

The Tender Offeror believes that while the above initiatives will contribute to the medium-to long-term corporate value of the Company Group, they may cause investment increases andinstability in the Company Group’s performance in the short term, and it is therefore anticipated that
the Company’s management strategy may not necessarily align with the interests of its existing generalshareholders in the short term.

After formulating its management plan (Rolling Plan 2021), which

was announced on April 5, 2021, the Tender Offeror accelerated its internal deliberations of the capital
relationship between itself and the Company with a view to achieving the above initiatives and theimplementation of growth strategies and management strategies for the Company with a medium- tolong-term view. As a result, in early August 2021, the Tender Offeror concluded that making theCompany a wholly owned subsidiary of the Tender Offeror and making the Tender Offeror the only
shareholder of the Company is the most appropriate way of consolidating the management of theTender Offeror Group, including the Company Group, and achieving the above initiatives, and is thebest choice for enhancing the corporate value of both the Tender Offeror Group and the Company
Group. As stated in “(1) Outline of the Tender Offer” in “1. Purpose of the Tender Offer” above,
while the Tender Offeror intends to make the Company its wholly-owned subsidiary, since the Tender
Offeror holds 28,919,526 shares (ownership ratio: 66.87%) of the Company Shares as stated above,
the Tender Offeror believes that it would be possible for the Tender Offeror to make the Company awholly-owned subsidiary by other means without implementing the Tender Offer, such as byrequesting that the Company implement the Share Consolidation.

However, the Tender Offeror

intends to ensure that the shareholders of the Company have an appropriate opportunity to makedecisions regarding the Transactions and ensure the fairness of the Transactions by first implementing
the Tender Offer to make appropriate disclosures about the Transactions.

The Tender Offeror

believes, with respect to eliminating the dual listing of parent and subsidiary, that making theCompany a wholly-owned subsidiary through the Tender Offer is consistent with recent trends ingroup governance discussion demanding greater fairness and transparency in the governance of listedcompanies (notably the Ministry of Economy, Trade and Industry’s publication of the “Practical
Guidelines for Corporate Governance Systems” on June 28, 2019).
Based on this understanding, in early August 2021, the Tender Offeror appointed Goldman Sachs
Japan Co., Ltd. (“Goldman Sachs”) as its financial advisor and Mori Hamada & Matsumoto as its
legal advisor independent of the Tender Offeror Group and the Company Group, and began12deliberating the Transactions in earnest.

The Tender Offeror, having concluded that it would beappropriate to offer the minority shareholders of the Company a reasonable opportunity to sell theirshares by acquiring the Company Shares through a tender offer as part of the Transactions, initiallyapproached the Company on September 30, 2021 indicating that the Transactions would be conducted
through a tender offer and requesting to begin discussions between the Tender Offeror and theCompany with respect to the possibility and conditions of the Transactions, and the two companies
agreed to begin discussions.

Following that, the Tender Offeror received the Company’s businessplan for the Y.E. March 2022 through the Y.E. March 2027 (the “Company’s Business Plan”) from theCompany on October 22, 2021 and received an explanation from the Company regarding theCompany’s Business Plan on October 28, 2021. On October 29, 2021, following comprehensive
consideration of the inherent corporate value of the Company based on analyses including the market
share price analysis of the Company’s Shares and financial forecast model analysis based on the
Company’s Business Plan, and the possibility of endorsement of the Tender Offer by the Company
and the prospect of successful completion of the Tender Offer, the Tender Offeror made a formal
proposal to the Company regarding the Transactions, including deciding on the price for purchase, etc.
of the Company’s Shares (the “Tender Offer Price”) of 680 yen per share. However, on November
4, the Company requested that the Tender Offeror reconsider the Tender Offer Price because 680 yen
per share could not be considered to represent a reasonable premium on the market share price incomparison to other tender offer buyouts of a subsidiary by a parent company with the assumption oftaking the company private, and did not sufficiently reflect the corporate value of the Company inlight of the theoretical range of share prices calculated by DCF analysis (defined in “(3) Mattersconcerning calculation,” “(i) Procurement by the Company of a share valuation report from an
independent financial advisor and third-party valuator,” “(i-2) Description of calculation of theCompany’s Shares

from theperspective of the Company’s minority shareholders.

Based on the request to reconsider the Tender

Offer Price, the Tender Offeror proposed on November 5 to increase the Tender Offer Price to 700 yen
per share, but on November 8, the Company requested that the Tender Offeror once again consider
raising the Tender Offer Price for the same reasons as above.

On November 12, the Tender Offeror

proposed a Tender Offer Price of 710 yen per share, but the Company responded on November 16 thatit had concluded that the price of 710 yen per share was still not adequate for its minority shareholders
for the same reasons as above, and requested that the Tender Offeror again reconsider the Tender Offer
Price. On November 17, the Tender Offeror proposed a Tender Offer Price of 715 yen per share.
On November 22, the Company responded that 715 yen per share was still not adequate for its minority
shareholders for the same reasons as above, and requested that the Tender Offeror reconsider. On
November 25, the Tender Offeror made a final offer with a Tender Offer Price of 725 yen per share,
and the Tender Offeror received a response from the Company regarding the final decision, to the13effect that it is appropriate to accept the proposal to set the Tender Offer Price at 725 yen on the basisthat the final decision will be made through a resolution of the board of directors taking into accountthe report from the Special Committee.
As described above, at the board of directors’ meeting held on today, the Tender Offeror resolved to
implement the Tender Offer for the purpose of making the Company a wholly-owned subsidiary of
the Tender Offeror, considering legal advice from Mori Hamada & Matsumoto, and advice from afinancial point of view from Goldman Sachs, and a financial analysis report dated November 30, 2021(“the Analysis Report (GS)”) received from Goldman Sachs. For description of the GS Valuation
Report, see “(3) Matters concerning calculation,” “(iii) Procurement of a share valuation report froman independent financial advisor”.

(iii) Management policy after completion of the Tender Offer
After the Transactions, the Tender Offeror will work to speed up decision-making and coordination
within the Tender Offeror Group, including the Company, and to optimize allocation and sharing ofmanagement resources including customer bases, business bases, and financial bases in order to
respond to future changes in the business environment, strengthen the Tender Offeror Group’sbusiness, and achieve sustainable earnings growth while fully utilizing the unique strengths of theCompany Group.

In addition, by improving competitiveness from a medium- to long-term

perspective and implementing flexible management measures, the Tender Offeror will work toaccelerate earnings growth and enhance corporate value within the Tender Offeror Group, including
the Company Group.
The current management structure of the Company will be respected after the Transactions, but theTender Offeror will promptly determine the necessary measures to be taken and how to implement
them through discussions with the Company, with the aim of achieving the greater competitivenessand growth of the Company Group expected following the Transactions and the medium- to long-term
growth of the Group as rapidly as possible.

(iv) Process and reasons for the Company’s decision-making to support the Tender Offer(iv-1)

Background for establishing the evaluation framework

On September 30, 2021, the Company received initial contact from the Tender Offeror concerning its
proposal to conduct the Transaction by means of a tender offer and that it wishes to commence
discussions with the Company regarding whether the Transaction would be conducted and its
conditions. The Company agreed to commence discussions with the Tender Offeror. After this, in mid
October 2021, the Company appointed Nomura Securities Co., Ltd. (“Nomura Securities”) as its
financial advisor and third-party valuator independent from the Tender Offeror and the Company, and14

Anderson Mori & Tomotsune (“AM&T”) as its legal advisor independent from the Tender Offeror
and the Company, respectively, in order to ensure the fairness of the Tender Offer Price and the termsof the Transactions including other Tender Offer. In consideration of the fact that the Company is theTender Offeror’s consolidated subsidiary and that the Transactions fall under a transaction thatinvolves structural conflict of interests and asymmetry of information, as a means to deal with theseissues, and to ensure fairness of the Transaction, the Company immediately commenced establishinga framework for evaluation, negotiation and decision-making regarding the Transactions from theperspective of enhancing the Company’s corporate value and securing the benefits of the minority
shareholders of the Company, based on advice from AM&T and from a position that is independent
from the Tender Offeror.

Specifically, the Company has, from mid October 2021, began preparation to establish a Special
Committee constituting of an independent outside director, independent outside corporate auditor andan outside expert as described in “(6) Measures to ensure fairness of the Tender Offer, such asmeasures to ensure the fairness of the Tender Offer Price and measures to avoid conflict of interests,”“(ii) Establishment of the Special Committee and procurement of Report from the Special Committee.”
Based on this, the Company established a special committee (hereinafter referred to as the “Special

ness of the Tender Offer, such as measures toensure the fairness of the Tender Offer Price and measures to avoid conflict of interests,” “(ii)Establishment of the Special Committee and procurement of Report from the Special Committee” onthe circumstances of establishing the Special Committee, review by and contents of judgment of theSpecial Committee) constituting Mr. Hajime Nakai (the Company’s independent outside director), Ms.
Chihiro Kawai (the Company’s independent outside corporate auditor, representative of BaysidePartners (accounting firm) and committee member of Yokohama City University Evaluation
Committee) and Mr. Akito Takahashi (lawyer of Takahashi & Katayama (law firm)) by resolution of
the board of directors meeting held on October 18, 2021 and submitted to the Special Committee thematters for which it wishes to consult with the committee concerning (i) whether the purpose of theTransactions is reasonable (including whether the Transactions is beneficial in enhancing theCompany’s corporate value), (ii) whether the fairness of procedures concerning the Transactions is
ensured, (iii) whether the terms of the Transactions (including the Tender Offer Price) is appropriate,(iv) whether the Transactions are disadvantageous to the minority shareholders of the Company inconsideration of (i) to (iii) above, and (v) whether the Company’s board of directors meeting should
resolve to support the Tender Offer and to recommend the Company’s shareholders to tender theirshares (hereinafter collectively referred to as the “Consulted Matters”). Furthermore, the Company’sboard of directors resolved that upon establishing the Special Committee, the Company’s board of
directors will fully observe the Special Committee’s judgement in the decision-making process of the15Company’s board of directors regarding the Transactions. In particular, the Company’s board of
directors resolved that it will not support the Transactions if the Special Committee judges that theterms of the Transactions are inappropriate, and if the Special Committee deems necessary, the Special
Committee shall be given (i) authority to appoint its advisors such as financial advisor and legal
advisor (and reasonable expenses for such appointment to be borne by the Company) or to approve
the Company’s advisors, (ii) authority to receive necessary information to review and decide on theTransaction from officers and employees of the Company and other persons whom the Special
Committee considers necessary, and (iii) authority to discuss and negotiate on the terms of theTransaction with the Offeror if the Special Committee considers necessary. (Please see “(6) Measures
to ensure fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer
Price and measures to avoid conflict of interests,” “(ii) Establishment of the Special Committee andprocurement of Report from the Special Committee” on how this resolution was made at this board of
directors meeting.) As indicated in “(6) Measures to ensure fairness of the Tender Offer, such asmeasures to ensure the fairness of the Tender Offer Price and measures to avoid conflict of interests,”“(ii) Establishment of the Special Committee and procurement of Report from the Special Committee,”
the Special Committee exercised its above authority above and appointed Yamada Consulting Group
Co., Ltd. (“Yamada Consulting”) as its own financial advisor and third-party evaluator on October 29,
2021.

As indicated in “(6) Measures to ensure fairness of the Tender Offer, such as measures to ensure thefairness of the Tender Offer Price and measures to avoid conflict of interests,” “(ii) Establishment of
the Special Committee and procurement of Report from the Special Committee,” the Special
Committee has approved the Company’s appointment of Nomura Securities as the Company’s
financial advisor and third-party evaluator and AM&T as the Company’s legal advisor, confirming
they are independent and professionally qualified.

As indicated in “(6) Measures to ensure fairness of the Tender Offer, such as measures to ensure thefairness of the Tender Offer Price and measures to avoid conflict of interests,” “(ii) Establishment of
the Special Committee and procurement of Report from the Special Committee,” the Company
established a framework within the Company for evaluation, negotiation and judgement of theTransactions (including the range of the Company’s officers and employers who are partial to theevaluation, negotiation and judgement of the Transactions, and the scope of their duties) from a
position independent from the Tender Offeror, and the Special Committee has approved this evaluation
framework with regard to its independence and fairness.

(iv-2)

Contents of judgment

16

From the end of October 2021 to the end of November 2021, the Company has carefully discussed
and reviewed whether the Transactions including the Tender Offer are beneficial in enhancing theCompany’s corporate value and whether the terms of the Transactions including the Tender Offer Priceare appropriate, based on guidance and legal advice from AM&T regarding the Company’s response
to ensure the fairness of procedures of the Transactions, and based on the report from Nomura
Securities concerning the results of the share valuation of the Company’s Shares, its advice concerning
the Company’s policy for negotiating with the Tender Offeror and its other advice from a financial
perspective.

In the process of discussing and reviewing inside the Company and negotiations with the Tender
Offeror, the Special Committee has confirmed and stated its opinion as appropriately in response to
the reports from the Company and the Company’s advisors. The Company’s financial advisor handles
its negotiations with the Tender Offeror based on prior discussion inside the Company and inaccordance with the policy for negotiation that reflects the opinions of the Special Committee, andwhenever the Company receives a proposal from the Tender Offeror concerning the Tender Offer Price,
immediately reports this to the Special Committee and makes its response, upon discussion within the
Company and based on the advice received from the Special Committee.

On November 30, 2021, the Company has received a Report (the “Report”) from the Special
Committee stating that the Special Committee finds that (i) the purpose of the Transactions isreasonable (i.e., that the Tender Offer is beneficial in enhancing the Company’s corporate value), (ii)the fairness of the procedures of the Transactions is ensured, (iii) the terms of the Transactions(including the Tender Offer Price) are appropriate, (iv) in view of (i) to (iii) above, the Transactions
are not disadvantageous to minority shareholders, and (v) in view of (i) to (iv) above, it is appropriate,
as of now, for the Company’s board of directors to make a resolution state its opinion in support of
the Tender Offer and to recommend that the Company’s shareholders tender their shares (i.e., in favorof), and that the Transactions are not disadvantageous to the Company’s minority shareholders. (Fora summary of the Report, please see “(6) Measures to ensure fairness of the Tender Offer, such asmeasures to ensure the fairness of the Tender Offer Price and measures to avoid conflict of interests,”“(ii) Establishment of the Special Committee and procurement of Report from the Special
Committee.”)

As such, the Company concluded as follows that synergic effects can be expected by the Company
becoming a wholly-owned subsidiary of the Offerer, and that the effect should be beneficial inenhancing the Company’s corporate value.

17

The market environment surrounding the Company is undergoing various transitions in both theCompany’s port business and plant and logistics businesses, which are the Company’s primary areaof business.

In particular, in the Company’s port business, the Company must consider the global trend towards asustainable society as represented by the SDGs which requires a combination of both consideration
for the environment and provision of high quality services, and in response must flexibly cope withenvironmental changes surrounding the business such as the increasing size of vessels by proactively
investing in equipment and facilities. With respect to the Company’s distribution business, theCompany considers that it will become necessary to progress an environment-friendly modal shift(Note 9) to transportation methods, enhance cost-competitiveness to increase profitability, and invest
management resources in technological developments and increase equipment.
(Note 9) Modal shift means to shift from the use of cargo transportation by means ofautomobiles such as trucks to cargo transportation by means of small and environmentfriendly railways and vessels.

As such, unpredictable conditions at the phase of various transitions is expected to continue, and theCompany considers it necessary to make proactive investments in order to fundamentally enhance theCompany’s management base. Although such investment anticipates a mid-term merit that would leadto enhancement of the Company’s corporate value, in the short-term, initial cost and investment thatprecede such investment could affect the Company’s financial position and business performance ina way that the capital market may react negatively towards the Company. As there is a limit to theextent on which proactive investments can be made by simultaneously taking into account the interestsof the general shareholders of the Company, the Company has concluded that making the Company awholly-owned subsidiary of the Tender Offeror by executing the Transactions, eliminating potential
conflict of interests arising from parent-subsidiary listing, and establishing a system to enable flexible
and quick decision-making, while sharing management resources between the two groups tofundamentally enhance the Company’s business and management base would be beneficial inenhancing the Company’s corporate value.

The Company considers that the following synergic effects can be achieved from the Transactions.
1)

Expedite decision-making to share management resources and to implement
management strategies with the Tender Offeror GroupThe Company has, as a listed company, considered the interests of the Company’s
minority shareholders and endeavored to ensure the Company’s independence. For
this reason, there were concerns in sharing management resources of the Tender18

Offeror Group that this might give rise to conflicts of interests between the Tender
Offeror Group and the minority shareholders, and much effort has been required toensure the Company’s independence. By becoming a wholly-owned subsidiary of theTender Offeror after the Transactions, such conflict of interests between the Tender
Offeror Group and the minority shareholders, and the limitations on ensuring
independence may be avoided, and through necessary cooperation with the Tender
Offeror Group and the efficient use of management resources, and by making
proactive investments quickly and smoothly from a middle to long-term perspective,
the corporate value of the Tender Offeror Group including the Company may beenhance over the middle to long-term.

2)

Establish human resource foundation through reinforced personnel training
The Company Group has endeavored to train and secure diverse and capable
personnel for the development of its business, but in this age of aging society andshrinking population, widely-changing values regarding work-style, it is becoming
increasingly important to secure and train personnel who are specialized in necessary
areas and capable of responding to newly implemented technology and overseas
expansion. Becoming a wholly-owned subsidiary of the Tender Offeror after theTransactions under such circumstances not only allows the Company to make further
investments concerning personnel training, but also allows the Company to promoteinteraction of personnel between the Tender Offeror Group and the Company, thereby
increasing the opportunity for personnel from different lines of work and areas to gain
practical work experience. This will allow the Company to secure personnel who workat the core of the Company and reinforce its human resource foundation.

3)

Mitigate cost to maintain listing and relevant operational burdens
The delisting of the Company is expected to mitigate burdens such as immediate
operational burdens for maintaining the listing including responses to the corporate
governance code, as well as costs for continuous disclosure of information throughsecurities reports, audits, operation of general meeting of shareholders, andcommissions to the shareholder registry administrator, which are also required formaintaining the listing. As such, the Transactions may allow the Company to utilize
and focus its management resources for further developing its business.

Furthermore, concerning the circumstances of the negotiation regarding the Tender
Offer Price, the Company has, ever since receiving the Tender Offeror’s initial19

proposal to make the Tender Offer Price of 680 yen per share on October 29, 2021,
continued to discuss and negotiate with the Tender Offeror on the terms of theTransactions including the Tender Offer Price. In particular, the Tender Offeror has
proposed a Tender Offer Price of 700 yen per share on November 5, 2021, 710 yen
per share on November 12, 2021, and 715 yen per share on November 17, 2021. In
response to each of these proposals, the Company has requested the Tender Offeror,
upon consideration of opinions received from the Special Committee (the Special
Committee formed its opinion based on advice from its advisor Yamada Consulting),
Nomura Securities and AM&T, to reconsider the Tender Offer Price on the grounds
that the price is not appropriate. The Company continued to discuss and negotiate with
the Tender Offeror with the mediation of the Company’s financial advisor andconsequently agreed to the Tender Offeror’s final proposal for the Tender Offer Priceat 725 yen per share received on November 25, 2021. Thereafter, on November 29,
2021, the Company responded to the Tender Offeror that it will accept the proposal ofa Tender Offer Price of 725 yen per share on condition that the final decision will bemade by the Company’s board of directors based on the report from the Special
Committee.
The Company concluded based on the following points that the Tender Offer Priceof 725 yen per share is an appropriate price that ensures the benefits of minority
shareholders, and that the Tender Offer provides a reasonable opportunity for theCompany’s minority shareholders to tender the Company’s Shares at a premium price.
a)

The Tender Offer Price was agreed through multiple and sufficientnegotiations with the Tender Offeror, with the substantial involvement of theSpecial Committee, and with sufficient measures being taken to ensure thefairness of the terms of the Transactions including the Tender Offer Price as
indicated in “(6) Measures to ensure fairness of the Tender Offer, such asmeasures to ensure the fairness of the Tender Offer Price and measures to avoid
conflict of interests” below.

b)

Of the valuation results of the Company’s Shares in the share valuation

report submitted by Nomura Securities on November 30, 2021 (the “Nomura
Securities Valuation Report”), the Tender Offer Price exceeds the range ofvaluation of the Company’s Shares calculated by the average market pricemethod and comparable company analysis method by Nomura Securities, as
described in “(3) Matters concerning calculation,” “(i) Procurement by theCompany of a share valuation report from financial advisor and third-party

20

valuator independent from the Company”), and falls within the range ofvaluation of the Company’s Shares calculated by the DCF Method.

c)

Of the valuation results of the Company’s Shares in the Share Valuation

Report submitted by Yamada Consulting on November 29, 2021 (the “Yamada
Consulting Valuation Report”), the Tender Offer Price exceeds the range ofvaluation of the Company’s Shares calculated by the market price method by
Yamada Consulting as indicated in “(3) Matters concerning calculation,” “(ii)Procurement by the Special Committee of a Share Valuation Report from an
independent financial advisor and third-party valuator,” and exceeds the medianof the Company’s Shares calculated by the comparable company analysis
method as well as the median of the Company’s Shares calculated by the DCF
Method. Furthermore, a Fairness Opinion (hereinafter referred to as the“Fairness Opinion”) has been issued by Yamada Consulting which contains
Yamada Consulting’s judgment that the Tender Offer Price of 725 yen per shareis fair to the Company’s shareholders (excluding the Tender Offeror and its
affiliates) from a financial perspective, as indicated in “(3) Matters concerning
calculation,” “(ii) Procurement by the Special Committee of a Share Valuation
Report from an independent financial advisor and third-party valuator”.

d) The Tender Offer Price has a premium added thereto at a rate of 40.50%(rounded to the second decimal place, hereinafter the same for the calculation of
the premium rates) of the closing price of 516 yen of the Company’s Shares on
the First Section of the TSE for November 29, 2021, which is the Business Day
preceding the announcement date of the Tender Offer, 37.57% of the simple
average of the closing price of 527 yen (figures less than decimal rounded toclosing price) for the recent one month counted from November 29, 2021,
33.76% of the simple average of the closing price of 542 yen for the recent three(3) months counted from November 29, 2021, and 35.77% of the simple averageof the closing price 534 yen for the recent six (6) months counted from
November 29, 2021. Therefore, the level of premium equivalent toapproximately 40.50% added on the closing price of 516 yen of the Company’s
Shares on the business day preceding the date of announcement is notparticularly different compared to premiums paid (in average from around 39%
to around 43% and the median from around 39% to around 41%) in 40 other21

examples of tender offers conducted beyond (and including) January 1, 2018 forthe purpose of making a listed subsidiary company a wholly-owned subsidiaryof its parent company. Furthermore, the level of premium equivalent to 33.76%
to 37.57% of the simple average closing price of the Company’s Shares for the
recent one month, three (3) months, and six (6) months counted from November
29, 2021 could be evaluated to respectively fall within reasonable levels because
in the above 40 examples of premiums paid, there are eight (8) cases where thepremium was less than 30% towards the simple average closing price for the
recent one month from the business day preceding announcement, 14 cases
where the premium was 30% or more to less than 40%, six (6) cases where thepremium was less than 30% towards the simple average closing price for the
recent three (3) months from the business day preceding the announcement, 15
cases where the premium was 30% or more to less than 40%, nine (9) cases
where the premium was less than 30% towards the simple average closing pricefor the recent six (6) months from the business day preceding the announcement,
and nine (9) cases where the premium was 30% or more to less than 40%.

e)

The Special Committee judged that the Tender Offer Price is appropriate asstated in its Report, as indicated in “(6) Measures to ensure fairness of the Tender
Offer, such as measures to ensure the fairness of the Tender Offer Price andmeasures to avoid conflict of interests,” “(ii) Establishment of the Special
Committee and procurement of Report from the Special Committee.”

Based on the above, the Company concluded that the Transactions is beneficial in enhancing theCompany’s corporate value and the terms of the Transactions including the Tender Offer Price areappropriate, and has therefore resolved at its board of directors meeting held today to express an
opinion in support of the Tender Offer and to recommend its shareholders to tender in the Tender Offer.

For details on the methods of making the resolution at the Company’s board of directors meeting,please see “(6) Measures to ensure fairness of the Tender Offer, such as measures to ensure the fairnessof the Tender Offer Price and measures to avoid conflict of interests,” “(vii) Unanimous approval of
all disinterested directors and the opinion of all corporate auditors of the Company that they have no
objections.”

The Tender Offer Price falls below the net asset value per share of 813 yen (figures less than decimalrounded to whole number) calculated from the net book value as of September 30, 2021. However,22considering the massive cost and loss that may be incurred such as the cost of and loss incurred fromearly collection of the Company’s claims and the cost of closing the Company’s warehouse, the net
book value will not be cashed in the stated amount even in the event of the Company’s liquidation,
where this value is anticipated to significantly deteriorate. As such, the Company considers that theTender Offer Price exceeds the substantial liquidation value per share.

(3) Matters concerning calculation
Among the grounds and reasons of the Opinion concerning the Tender offer, the description
concerning the Tender Offeror is based on the explanation received from the Tender Offeror.
(i)

Procurement by the Company of a share valuation report from an independent financial
advisor and third-party valuator(i-1)

Name of third-party valuator and its relationship with the Company and the Tender

Offeror
The Company, in stating its Opinion concerning the Tender Offer Price, requested Nomura Securities,
a financial advisor and third-party valuator independent from the Tender Offeror and the Company, tocalculate the value of the Company’s Shares to ensure fairness of decision-making towards the Tender
Offer Price proposed from the Tender Offeror. The Company obtained Nomura Securities Valuation
Report from Nomura Securities on November 30, 2021. Nomura Securities does not fall under arelated party of the Company or the Tender Offeror, and it has no material interest in the Transactions
including the Tender Offer. The Special Committee, at its first meeting, approved Nomura Securities
as the Company’s financial advisor and third-party valuator by confirming that Nomura Securities is
independent and professionally qualified. However, the Company has not obtained from Nomura
Securities an opinion concerning the fairness of the Tender Offer Price (Fairness Opinion).

The fees to be paid to Nomura Securities for the Transactions includes performance fee payable oncondition that the Transactions are completed. The Company decided that, by taking into accountgeneral practices in the same kind of transactions and the pros and cons of the fee arrangement
whereby the Company would be required to pay a corresponding amount if the Transactions are notcompleted, the independence of Nomura Securities would not become doubtful even if its fees include
performance fee payable on condition that the Transactions are completed, and the Company therefore
appointed Nomura Securities as its financial advisor and third-party valuator based on the above fee
arrangement.

(i-2)

Description of calculation of the Company’s Shares

Nomura Securities considered multiple calculation methods to apply in calculating the share value of
the Company's Shares for the Tender Offer. On the assumption that the Company is a going concern,23and that multifaceted valuation of the Company's Shares is appropriate, Nomura Securities applied:(i) the average market price method given that the Company's Shares are listed on the First Section of
the TSE angiven that there are multiple listed companies that are engaged in business relatively similar to theCompany's business, and the availability of an analogy of the share value thereof by comparison withcompanies that are determined to be engaged in business similar to the business of the Company(iii) the discounted cash flow method (“DCF Method”) to reflect the future business activities of theCompany in calculating the per share value of the Company's Shares. The Company has obtained from
Nomura Securities the Nomura Valuation Report dated November 30, 2021.

In the Nomura Securities Valuation Report, the share price range per share of the Company’s Sharesas calculated by each of the above methods is as follows.

Average market price method:

From 516 yen to 542 yen

Comparable company analysis method:

From 322 yen to 636 yen

DCF Method:

From 630 yen to 1,239 yen

Pursuant to the average market price method, as of the reference date of calculation on November 29,
2021, the share value range per share of the Company's Shares was calculated to be 516 yen to 542
yen, based on the closing price of 516 yen of the Company's Shares on the reference date on the First
Section of the TSE, the simple average closing price of 527 yen for the recent five (5) business days,
the simple average closing price of 527 yen for the recent one (1) month, the simple average closing
price of 542 yen for the most recent three (3) months, and the simple average closing price of 534 yen
for the most recent six (6) months.

Pursuant to the comparable company analysis method, Kamigumi Co., Ltd., Meiko Trans Co., Ltd.,and Isewan Terminal Service Co., Ltd. were chosen as the listed companies that are judged to beengaged in business similar although not identical to the business of the Company and therefore
comparable with the Company were chosen for comparison, and the share value of the Company's
Shares was calculated by using the ratios towards the corporate value of (a) the operating income ratio,and (b) operating income before amortization (“EBITDA multiple”), price earning ratio, and pricebook-value ratio, and, furthermore by making certain adjustments to the financial position by adding
the value of all cash equivalents, etc. held by the Company. As a result, the share value range per shareof the Company's Shares was calculated to be 322 yen to 636 yen.

Pursuant to the DCF Method, the Company's enterprise value and share value were calculated by using24

various elements such as its earnings forecast and investment plans in its business outlook for six
fiscal years from Fiscal Year ending March 2022 to its Fiscal Year ending March 2027 based on its
business plan prepared by the Company and information disclosed by it to the public, and by
discounting by a certain rate to the present value the free cash flow projected to be generated by theCompany on and after the third quarter of its Fiscal Year ending in March 2022. As a result, the sharevalue range per share of the Company's Shares was calculated to be 630 yen to 1,239 yen. At this time,the discount rate of 4.50% to 5.00% was applied. In calculating the going-concern value, perpetual
growth rate model and EBITDA multiple rate model were used. The perpetual growth rate of -0.25%
to 0.25% was applied, and EBITDA multiple rate of 3.5 times to 5.5 times was applied.

The Company’s financial forecast based on its business plan that Nomura Securities used as the basis
for the calculation pursuant to the DCF Method includes a fiscal year in which Nomura Securities
projected that there would be a significant increase in operating income for such fiscal year.
Specifically, Nomura Securities projects that operating income for the fiscal year ending March 2025
would significantly increase by approximately 30% compared to the previous fiscal year which is
attributable to increase in orders received for plant business mainly for transporting heavy weight andoversized cargo. Also, because the synergistic effects that could be expected from conducting theTransactions were difficult to concretely estimate as of the time of making the calculation, Nomura
Securities did not take these into account in its financial forecasts.

The financial forecast used for the calculation pursuant to the DCF Method is as follows.

(Unit: million yen)
March

March

March

March

March

March

2022

2023

2024

2025

2026

2027

24,23749,93952,74954,95055,41755,437

606

2,067

2,255

2,923

2,952

2,962

EBITDA

1,437

3,829

4,088

4,881

4,880

4,883

Free cash flow

(454)

(705)

(1,240)

1,715

2,063

2,103

(6
months)Operatingrevenue
Operatingincome(Note)

Nomura Securities calculated the share value of the Company's Shares on theassumption that the information publicly disclosed and all information received from theCompany are accurate and complete and did not independently verify their accuracy and25completeness. Furthermore, Nomura Securities did not independently evaluate, appraise,
and assess, or retain a third party firm to appraise or assess, the Company and its affiliates'
assets and liabilities (including financial derivative products, off-book assets and liabilities,
and other contingent liabilities). With respect to the Company's business plan, it was
assumed that this was reasonably prepared based on the best and sincere estimate andjudgment that could be made by the Company's management as of the time of preparing
this. The calculation of Nomura Securities is said to reflect the information and economic
conditions through November 29, 2021. Furthermore, the calculation of Nomura Securities
is solely for the purpose of reference for the Company's board of directors in reviewing theshare value of the Company's Shares.

(ii) Procurement by the Special Committee of a share valuation report and fairness opinion
from an independent financial advisor and third-party valuator(ii-1) Name of third-party valuator and its relationship with the Company and the Tender
Offeror
The Special Committee, upon reviewing the Consulted Matters, engaged Yamada Consulting, afinancial advisor and independent third-party valuator that is independent from the Tender Offeror andthe Company, as its advisor to calculate the value of the Company’s Shares and conduct incidental
financial analysis, and to issue its fairness opinion (“Fairness Opinion (Yamada Consulting)”)
concerning fairness of the Tender Offer Price. The Special Committee obtained Yamada Consulting
Valuation Report and Fairness Opinion (Yamada Consulting) on November 29, 2021.

As indicated in above “(2) Grounds and reasons for the Opinion on the Tender Offer,” “(iv) Process
and reasons for the Company’s decision-making to support the Tender Offer,” when the Company’sboard of directors received the Report from the Special Committee, it also received the Yamada
Consulting Valuation Report and Fairness Report (Yamada Consulting) on November 30, 2021, andby taking the contents thereof into account, made the resolution as indicated in below “(6) Measures
to ensure fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer
Price and measures to avoid conflict of interests,” “(vii) Unanimous approval of all disinterested
directors and the opinion of all auditors of the Company that they have no objections.”

Yamada Consulting does not fall under a related party of the Company and the Tender Offeror nor has
any material interest in the Transactions including the Tender Offer. As indicated in below “(6)Measures to ensure fairness of the Tender Offer, such as measures to ensure the fairness of the Tender
Offer Price and measures to avoid conflict of interests,” “(ii) Establishment of the Special Committee

26

and procurement of the Report from the Special Committee,” the Special Committee appointed
Yamada Consulting to act as the committee’s financial advisor and third party-valuator after
considering the independence, expertise, and experience of the candidates for financial advisor andthird-party valuator. Yamada Consulting will receive only a fixed fee for the Transactions regardlessof whether the Transactions are completed and no performance fee will be paid thereto on conditionof completion of the Transactions including the Tender Offer.

(ii-2) Description of calculation of the Company’s Shares
Yamada Consulting considered multiple calculation methods to apply in calculating the share valueof the Company's Shares for the Tender Offer. On the assumption that the Company is a going concern,and that multifaceted valuation of the Company's Shares is appropriate, Yamada Consulting applied:(i) the average market price method given that the Company's Shares are listed on the First Section of

given that there are multiple listed companies that are engaged in business relatively similar to theCompany's business, and the availability of an analogy of the share value thereof by comparison withcompanies that are determined to be engaged in business similar(iii) the DCF Method to reflect the future business activities of the Company in calculating the pershare value of the Company's Shares. The Special Committee has obtained from Yamada Consulting
the Yamada Consulting Valuation Report dated November 29, 2021.

In the Yamada Consulting Valuation Report, the share price range per share of the Company’s Sharesas calculated by each of the above methods is as follows.

Average market price method:

From 516 yen to 542 yen

Comparable company analysis method:

From 575 yen to 740 yen

DCF Method:

From 540 yen to 877 yen

Pursuant to the average market price method, as of the reference date of calculation on November 29,
2021, the share value range per share of the Company's Shares was calculated to be 516 yen to 542
yen, based on the closing price of 516 yen of the Company's Shares on the reference date on the First
Section of the TSE, the simple average closing price of 527 yen for the recent one (1) month, thesimple average closing price of 542 yen for the most recent three (3) months, and the simple averageclosing price of 534 yen for the most recent six (6) months.

Pursuant to the comparable company analysis method, Maruzen Showa Unyu Co., Ltd., Kamigumi
Co., Ltd., Meiko Trans Co., Ltd., Isewan Terminal Service Co., Ltd., and Azuma Shipping Co., Ltd.

27

were chosen as the listed companies that are judged to be engaged in business similar although not
identical to the business of the Company and therefore comparable with the Company were chosen
for comparison, and the Company’s market price of the share and profit earning ratio were comparedwith those of the above companies. As a result, the share value range per share of the Company's
Shares was calculated to be 575 yen to 740 yen.

Pursuant to the DCF Method, the Company's enterprise value and share value were calculated by using
various elements such as its earnings forecast and investment plans in its business outlook for six
fiscal years from Fiscal Year ending March 2022 to its Fiscal Year ending March 2027 based on its
business plan prepared by the Company and information disclosed by it to the public, and by
discounting by a certain rate to the present value the free cash flow projected to be generated by theCompany on and after the third quarter of its Fiscal Year ending in March 2022. As a result, the sharevalue range per share of the Company's Shares was calculated to be 540 yen to 877 yen. At this time,the discount rate of 6.69% to 8.17% was applied. In calculating the going-concern value, perpetual
growth rate model and EBITDA multiple rate model were used. The perpetual growth rate of -0.50%
to 0.50% was applied, and EBITDA multiple rate of 3.38 times to 4.38 times was applied.

The Company’s financial forecast based on its business plan that Yamada Consulting used as the basis
for the calculation pursuant to the DCF Method includes a fiscal year in which Yamada Consulting
projected that there would be a significant increase in operating income for such fiscal year.
Specifically, Yamada Consulting projects that operating income for the fiscal year ending March 2025
would significantly increase by approximately 30% compared to the previous fiscal year which is
attributable to increase in orders received for plant business mainly for transporting heavy weight andoversized cargo. Also, because the synergistic effects that could be expected from conducting theTransactions were difficult to concretely estimate as of the time of making the calculation, Yamada
did not take these into account in its financial forecasts. Those financial forecasts are based on thebusiness plan prepared by the Company, analysis conducted by Yamada Consulting of this businessplan through multiple Q&A sessions held between Yamada Consulting and the Company, and as
indicated in below “(6) Measures to ensure fairness of the Tender Offer, such as measures to ensure
the fairness of the Tender Offer Price and measures to avoid conflict of interests,” “(ii) Establishmentof the Special Committee and procurement of Report from the Special Committee,” the Special
Committee confirmed the contents and the reasonableness of the process this was prepared.

The financial forecast used for the calculation pursuant to the DCF Method is as follows.

(Unit: million yen)28

March

March

March

March

March

March

2022

2023

2024

2025

2026

2027

24,23649,93952,74954,95055,41755,437

606

2,067

2,255

2,923

2,952

2,962

1,484

3,987

4,247

5,040

5,039

5,043

226

(975)

(1,279)

1,579

2,042

2,092

(6
months)Operatingrevenue
OperatingincomeEBITDAFree cash flow(ii-3) Description of the Fairness Opinion
The Special Committee obtained from Yamada Consulting its Fairness Opinion dated November 29,
2021 which indicates that the Tender Offer Price of 725 yen per share is fair to the Company’s
shareholders (excluding the Tender Offeror and its affiliates) from a financial perspective (Note). The
Fairness Opinion is a statement of opinion that the Tender Offer Price of 725 yen per share is fair to
the Company’s shareholders from a financial perspective based on the results of calculation of theCompany’s Shares based on the business plan prepared by the Company. The Fairness Opinion(Yamada Consulting) was issued through the process of Yamada Consulting referring to results ofcalculation of the value of the Company’s Shares that it calculated based on disclosure and explanationfrom the Company on the current situation and outlook of business of the Company’s group, and,furthermore, holding Q&A sessions with the Special Committee, reviewing the Company group’sbusiness environment, economy, market, and financial situation to the extent deemed necessary by
Yamada Consulting, and review of the Fairness Opinion by persons of Yamada Consulting who are
independent from the engagement team.

(Note) In preparing and submitting the Fairness Opinion and in calculating the share value
as the basis of its Fairness Opinion, Yamada Consulting assumed that the information thatwere already publicized or information provided from the Company are accurate andcomplete and assumed that there are no facts that were not disclosed to it that may
materially affect the analysis and calculation of the Company’s share value, has notindependently investigated and analyzed those facts, nor it has any obligation to conduct
such investigation and analysis.

Yamada Consulting has not independently assessed or appraised the Company’s assets andliabilities (including off-book assets and liabilities and other contingent liabilities)
29

including analysis and appraisal of individual assets and liabilities, nor has it assessed theCompany’s credibility under applicable laws such as insolvency, suspension of payment,or other similar matters. Yamada Consulting also has not received submission of evaluation
reports and appraisal reports on the foregoing.

In preparing its Fairness Opinion, Yamada Consulting assumed that the Company’sbusiness plan and other materials that it referred to in issuing its Fairness Opinion werereasonably prepared by the Company’s management based on its best forecast andjudgement as of the date of preparing the business plan. Yamada Consulting does notguarantee that this forecast would be realized and has not rendered any views on theanalysis, forecast, and preconditions used as the basis for preparing the business plan.

Fairness Opinion (Yamada Consulting) is Yamada Consulting’s opinion on whether theTender Offer Price is fair or not to the Company’s Shareholders (excluding the Tender
Offeror and its affiliates) from a financial perspective based on financial and capital markets,
economic situation, and other situation, and information obtained by Yamada Consulting
until the date of preparation of its Fairness Opinion, and reflects its information as of thedate of preparation of its Fairness Opinion. The contents of the Fairness Opinion may beaffected from situations thereafter, however, Yamada Consulting is not obligated to revise,change, or supplement the Fairness Opinion even in such case. Furthermore, the Fairness
Opinion does not infer or suggest any opinion other than the matters expressly indicatedtherein or the opinion after the date of submission of the Fairness Opinion.

The scope of the Fairness Opinion (Yamada Consulting) extends no further beyond theopinion on whether the Tender Offer Price is not disadvantageous but is fair to theCompany’s shareholders (excluding the Tender Offeror and its affiliates) from a financial
perspective and does not render an opinion on whether the Tender Offer should be
conducted or not or recommend to tender in the Tender Offer or to take other actions, anddoes not state any opinion towards the holders of securities issued by the Company,
creditors, and other related parties.

(iii) Procurement by the Tender Offeror of a share valuation report from an independent
financial advisors(iii-1) Name of financial advisor and its relationship with the Company and the Tender
Offeror30

In determining the Tender Offer Price, the Tender Offeror requested Goldman Sachs, its financial
advisor, to perform financial analyses of the value of the Company’s Shares, and subsequently
received the Analysis Report (GS) relating thereto dated November 30, 2021. Goldman Sachs is afinancial advisor independent from the Tender Offeror or the Company, not a related party of theTender Offeror or the Company and does not have any material interest in the Tender Offer. Although
Goldman Sachs held shares as of September 30, 2021 representing 1.04% of the common stock of theTender Offeror based on the shareholders’ register of the Tender Offeror as of such date, according toGoldman Sachs, Goldman Sachs has internally taken appropriate measures to prevent conflicts ofinterest, such as information walls between the department in charge of financial advisory services
and financial analysis services relating to the value of the Company’s Shares and the department incharge of trading including equity securities. Further, the department in charge of financial advisory
services and financial analysis services relating to the value of the Company’s Shares conducted its
financial analysis of the value of the Company’s Shares independently from the department in chargeof trading including equity securities. The Tender Offeror selected Goldman Sachs as a financial
advisor independent from the Tender Offeror or the Company based on the following factors: (i)appropriate measures to prevent conflicts of interest, such as information walls, have been put in placetransactions on arm’s-lengin similar transactions the past. Additionally, the Tender Offeror has not obtained from Goldman Sachs,
and Goldman Sachs has not expressed, any opinion concerning the fairness of the Tender Offer Priceor the Tender Offer (a fairness opinion).

(ii-2) Description of calculation of the Company’s Shares

Goldman Sachs, in the Analysis Report (GS) referred to above, performed a market priceanalysis, a DCF analysis, a present value of future stock value analysis and a premia
analysis. The DCF analysis and the present value of future stock value analysis were basedon the Forecasts (Tender Offeror) (as defined below). The respective analyses resulted in arange of implied values per share of the Company’s Shares shown below.

1. Market Price Analysis: 454 yen – 603 yen
In performing the market price analysis, Goldman Sachs used November 29, 2021 as thebase date and reviewed the closing prices of the Company’s Shares for the 52-week period
ending on such date. Based on this review, Goldman Sachs derived a range of impliedvalues per share for the Company’s Shares of 454 yen to 603 yen.

31

2. DCF Analysis: 605 yen – 769 yen
In performing the DCF analysis, Goldman Sachs analyzed the value of the Company’s
Shares by discounting the Company’s future free cash flow estimates reflected in the
Forecasts (Tender Offeror) to present value using a range of discount rates from 7.75% to10.75%, reflecting an estimate of the Company’s weighted average of cost of capital.
Goldman Sachs calculated illustrative terminal values by applying a range of perpetuity
growth rates of 0.25% to 0.75%. Based on the analysis, Goldman Sachs derived a range of
implied values per share for the Company’s Shares of 605 yen to 769 yen. The Forecasts(Tender Offeror), which consist of six fiscal years (fiscal years ending from March 2022 toMarch 2027), were used by Goldman Sachs for the DCF analysis. The Forecasts (Tender
Offeror), which cover the fiscal years ending March 2022 to March 2027 and were used byGoldman Sachs for the DCF analysis, include fiscal years during which a significant
increase or decrease in profit are expected. Specifically, operating income for the fiscal year
ending March 2025 is forecasted to significantly increase due to an increase in orders
received by its plant business, mainly for heavy load transportation. In addition, theForecasts (Tender Offeror) were prepared on a stand-alone basis and do not reflectsynergies because it is difficult to specifically estimate the synergies expected to be realized
upon consummation of the Transaction.

3. Present Value of Future Stock Value Analysis: 649 yen – 879 yen
In performing the present value of future stock value analysis, Goldman Sachs derived
implied stock values of the Company’s Shares as of March 31 for each year from 2022 to2025, by applying a range of one-year forward EV/EBITDA multiples of 4.0x to 6.0x to
future EBITDA of the Company for each of the fiscal years ending March 2023 to March2026 estimated in the Forecasts (Tender Offeror) and discounted each stock value back to
its present value using a discount rate of 3.75%, reflecting the Company’s estimated costof equity. To derive stock values as of March 31 for each year from 2022 to 2025, Goldman
Sachs added the amount of the Company’s projected net cash as of March 31 for each year,
as provided in the Forecasts (Tender Offeror). Goldman Sachs then added the cumulative
present values of dividends expected to be paid by the Company in each of the fiscal years
ending March 2022 to March 2025 in the Forecasts (Tender Offeror) and derived a rangeof implied values per share for the Company’s Shares of 649 yen to 879 yen.

4. Premia Analysis: 660 yen – 782 yen
In performing the premia analysis, Goldman Sachs reviewed and analyzed, using publicly
available information, the acquisition premia for tender offer transactions in Japan with the32aim of acquiring the remaining minority stake of a listed subsidiary by its parent company
announced during the referenced period. For the entire period, Goldman Sachs calculated
the 25th percentile and 75th percentile premia of the price paid in the tender offers relative
to the target’s last undisturbed closing stock price prior to announcement of the tender offer.
This analysis indicated a 25th percentile premium of 27.9% and 75th percentile premiumof 51.5% across the period. Goldman Sachs then applied a range of the premia of 27.9% to51.5% to the closing price of the Company’s Shares as of November 29, 2021. Based on
the analysis, Goldman Sachs derived a range of implied values per share for the Company’s
Shares of 660 yen to 782 yen.

The Tender Offer Price of 725 yen per share represents 40.50% of the closing price of 516
yen of the Company’s Shares on the First Section of the TSE on November 29, 2021, thebusiness day immediately preceding the announcement of the Tender Offer by the Tender
Offeror, 37.57% of the simple average closing price of 527 yen of the Company’s Sharesfor the most recent one month (from November 1, 2021 to November 29, 2021), and37.57% of the simple average closing price of 527 yen of the Company’s shares for themost recent three months (from August 30, 2021 to November 29, 2021), 33.76% of thesimple average closing price of 542 yen for the most recent three months (August 30, 2021
to November 29 This represents a premium of 33.76% over the simple average closing
price of 534 yen for the most recent three months (August 30, 2021 to November 29, 2021)
and a premium of 35.77% over the simple average closing price of 534 yen for the mostrecent six months (May 31, 2021 to November 29, 2021).

(Note)

The following is a supplemental explanation of the assumptions made, procedures followed,
matters considered and limitations on the review undertaken in connection with performing
Goldman Sachs’ financial analyses of the Company’s Shares and preparing the Analysis
Report (GS).

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Group”) are engaged inadvisory, underwriting and financing, principal investing, sales and trading, research,
investment management and other financial and non-financial activities and services forvarious persons and entities. Goldman Sachs Group and its employees, and funds or otherentities they manage or in which they invest or have other economic interests or with which
they co-invest, may at any time purchase, sell, hold or vote long or short positions andinvestments in securities, derivatives, loans, commodities, currencies, credit default swaps
and other financial instruments of the Tender Offeror, the Company and any of their33

respective affiliates and third parties, or any currency or commodity that may be involvedin the Tender Offer. Goldman Sachs has acted as financial advisor to the Tender Offeror inconnection with, and has participated in certain of the negotiations leading to, the Tender
Offer. Goldman Sachs expects to receive fees for its services in connection with the Tender
Offer, the principal portion of which is contingent upon consummation of the Tender Offer,and the Tender Offeror has agreed to reimburse certain of Goldman Sachs’ expenses arising,and indemnify Goldman Sachs against certain liabilities that may arise, out of Goldman
Sachs’ engagement. Goldman Sachs has provided from time to time, and is concurrently
providing, certain financial advisory and/or underwriting services to the Tender Offeror
and/or its affiliates for which its Investment Banking Division has received, and may
receive, compensation, including acting as co-manager with respect to a public offering by
the Tender Offeror of its 1.60% hybrid corporate bonds due 2056 (aggregate principal
amount ¥50,000,000,000) in April 2021. Goldman Sachs may also in the future provide
financial advisory and/or underwriting services to the Tender Offeror, the Company andtheir respective affiliates for which Goldman Sachs’ Investment Banking Division may
receive compensation.
In connection with preparing the Analysis Report (GS) , Goldman Sachs has reviewed,
among other things, the Annual Securities Reports (Yuka Shoken Hokoku-sho) of the

Hokoku-sho) of the Company for the fiscal quarter ended September 30, 202

analyses and forecasts for the Company, as prepared by management of the Company andadjusted by the Tender Offeror and approved for Goldman Sachs’ use by the Tender Offeror(the “Forecasts (Tender Offeror)”). Goldman Sachs has also held discussions with membersof the senior managements of the Tender Offeror and the Company regarding theirassessment of the past and current business operations, financial condition and future
prospects of the Company and with members of senior management of the Tender Offeror
regarding their assessment of the past and current business operations, financial condition
and future prospects of the Tender Offeror and the strategic rationale for, and the potential

Company’s
her studies and analyses, and considered suchother factors, as Goldman Sachs deemed appropriate. For purposes of performing its
financial analyses and preparing the Analysis Report (GS), Goldman Sachs has, with theTender Offeror’s consent, relied upon and assumed the accuracy and completeness of all of
the financial, legal, regulatory, tax, accounting and other information provided to, discussed

34

with or reviewed by, Goldman Sachs, without assuming any responsibility for independent
verification thereof. In that regard, Goldman Sachs has assumed with the Tender Offeror’sconsent that the Forecasts (Tender Offeror) have been reasonably prepared on a basis
reflecting the best currently available estimates and judgments of management of theTender Offeror. Goldman Sachs has not made an independent evaluation or appraisal of theassets and liabilities (including any contingent, derivative or other off-balance-sheet assets
and liabilities) of the Company or any of its subsidiaries and Goldman Sachs has not been
furnished with any such evaluation or appraisal.
The Analysis Report (GS) does not address the underlying business decision of the Tender
Offeror to engage in the Tender Offer, or the relative merits of the Tender Offer as compared
to any strategic alternat
any legal, regulatory, tax or accounting matters. Goldman Sachs does not express any view
on any term or aspect of the Tender Offer or any term or aspect of any other agreement or
instrument contemplated by the Tender Offer or entered into or amended in connection with
the Tender Offer, including, the fairness of the Tender Offer to, or any consideration
received in connection therewith by, the Tender Offeror, the holders of any class ofamount or nature of any compensation to be paid or payable to any of the officers, directors
or employees of the Company, or any class of such persons in connection with the Tender
Offer. Goldman Sachs is not expressing any opinion as to the prices at which the Company’s
Shares will trade at any time, as to the potential effects of volatility in the credit, financial
and stock markets on the Company or the Tender Offer, or as to the impact of the Tender
Offer on the solvency or viability of the Tender Offeror or the Company or the ability of
the Tender Offeror or the Company to pay their respective obligations when they come due.
The Analysis Report (GS) is necessarily based on economic, monetary, market and otherconditions as in effect on, and the information made available to Goldman Sachs as of, thedate thereof and Goldman Sachs assumes no responsibility for updating, revising or
reaffirming the Analysis Report (GS) based on circumstances, developments or eventsoccurring after the date thereof. Goldman Sachs’ advisory services and the Analysis Report(GS) expressed herein are provided solely for the information and assistance of the Boardof Directors of the Tender Offeror in connection with its consideration of the Tender Offer.
Goldman Sachs did not recommend any specific offer prices to the Tender Offeror, or thatany specific offer prices constituted the only appropriate offer price. The Analysis Report(GS) is not necessarily susceptible to partial analysis or summary description. Selecting
portions of the Analysis Report (GS) or the summary set forth above, without considering
the analyses as a whole, could create an incomplete view of the processes underlying the35

Analysis Report (GS). Goldman Sachs did not attribute any particular weight to any factor
or any analysis it performed.

(iii) Background Leading to the Determination of the Tender Offer Price Based on the
Analysis Report (GS)Given the results of negotiations and discussions with the Company, after
comprehensively considering that the Tender Offer is expected to be supported at
the meeting of the Company’s board of directors, the contents of the Analysis Report(GS), trends of the market price of the Company’s Shares and the prospects thatshareholders would tender their shares in the Tender Offer, the Tender Offeror
determined by resolution at the meeting of its board of directors held on November
30, 2021 that the Tender Offer Price shall be JPY 725 per share. The Tender Offer
Price is above the range of implied values per share of the Company’s Shares derived
by the market price analysis and within the range of implied values per share of theCompany’s Shares derived by the DCF analysis, the present value of future stock
value analysis and the premia analysis in the Analysis Report (GS). For details,
please refer to “Basis for the Valuation” above. For details, please refer to “(A) Basisof Valuation” above.

(4) Prospects and reasons for delisting
The Company’s Shares are currently listed on the First Section of the TSE as of today.

However,since the Tender Offeror has not set a maximum number of Share Certificates, Etc. to be purchased in
the Tender Offer, the Company’s Shares may be delisted through prescribed procedures in accordancewith the delisting criteria set out by the TSE, depending on the results of the Tender Offer. Also,
even in the case that the delisting criteria are not met upon completion of the Tender Offer, the Tender
Offeror plans to carry out the procedures stated in “(5) Policies on organizational change after theTender Offer (matters concerning “two-step acquisition”)” below upon the successful completion of
the Tender Offer, in which case the Company’s Shares will be delisted through the prescribed
procedures in accordance with the delisting criteria of the TSE.

After delisting, the Company’s

Shares will be unable to be traded on the First Section of the TSE. In case of unsuccessful completionof the Tender Offer, including the case where the Tender Offer is withdrawn or where no shares aretendered in the Tender Offer, the Tender Offeror contemplates that the Tender Offeror will consult
with the Company about the implementation of the Squeeze-Out Procedures by the Tender Offeror
based on analysis of the reasons and backgrounds, etc. of the unsuccessful completion of the Tender
Offer, however, the Tender Offeror has not decided whether or not to implement the Squeeze-Out
Procedures in case of the unsuccessful completion of the Tender Offer as of the date of this Statement.

36

(5) Policies on organizational change after the Tender Offer (matters concerning “two-stepacquisition”)
The Tender Offeror intends to make the Company a wholly-owned subsidiary of the Tender Offeror
as set out in “(2) Grounds and reasons for the Opinion on the Tender Offer,” “(i) Outline of the Tender
Offer” above, and if the Tender Offeror is unable to acquire all of the Company’s Shares under theTender Offer, the Tender Offeror intends, after the successful completion of the Tender Offer, to carryout procedures for the purpose of acquiring all of the Company’s Shares by the following methods.
While the Tender Offeror intends to make the Company a wholly-owned subsidiary of the Tender
Offeror as stated in “(2) Grounds and reasons for the Opinion on the Tender Offer,” “(i) Outline of theTender Offer” above, since the Tender Offeror holds 28,919,526 shares (ownership ratio: 66.87%) of
the Company’s Shares, the Tender Offeror believes that it would be possible for the Tender Offeror to
make the Company a wholly-owned subsidiary by other means without implementing the Tender Offer,such as by requesting that the Company implement the Share Consolidation. However, the Tender
Offeror intends to ensure that the shareholders of the Company have an appropriate opportunity tomake decisions regarding the Transactions and accordingly ensure the fairness of the Transactions by
first implementing the Tender Offer to properly disclose information about the Transactions.

In case of unsuccessful completion of the Tender Offer, including the case where the Tender Offer iswithdrawn or where no shares are tendered in the Tender Offer, the Tender Offeror contemplates that
the Tender Offeror will consult with the Company about the implementation of the Squeeze-Out
Procedures by the Tender Offeror based on analysis of the reasons and backgrounds, etc. of theunsuccessful completion of the Tender Offer, however, the Tender Offeror has not decided whether or
not to implement the Squeeze-Out Procedures in case of the unsuccessful completion of the Tender
Offer as of the date of this Statement.
(A) Demand for Shares Cash-Out
If, as a result of the successful completion of the Tender Offer, the total number of voting rights in the
Company owned by the Tender Offeror becomes 90% or more of the number of the voting rights ofall shareholders of the Company, and the Tender Offeror becomes a special controlling shareholder as
provided for in Article 179, paragraph (1) of the Companies Act, the Tender Offeror intends to,promptly after the completion of the settlement of the Tender Offer, make a demand to all of theitem (A)) to sell all of the Company’s Shares they hold (the “Demand for Shares Cash-Out”) under
the provisions of Part II, Chapter II, Section 4-2 of the Companies Act.
Money equal to the amount of the Tender Offer Price is to be delivered to the shareholders of theCompany in the Demand for Shares Cash-Out as consideration for each share of the Company’s Shares.

37

In that case, the Tender Offeror will notify the Company to that effect and request approval from theCompany for the Demand for Shares Cash-Out. If the Company approves the Demand for Shares
Cash-Out by a resolution of its board of directors meeting, the Tender Offeror will acquire all of theCompany Shares held by all of the shareholders of the Company as of the acquisition date stated in
the Demand for Shares Cash-Out without requiring any individual approval of the shareholders of theCompany in accordance with procedures prescribed in applicable laws and regulations. The Tender
Offeror will deliver an amount of cash consideration per share equal to the Tender Offer Price to eachof the shareholders in exchange for one share of the Company’s Shares held by each of theshareholders. According to the Company’s Press Release, the Company’s board of directors intends
to approve the Demand for Shares Cash-Out received by the Company from the Tender Offeror. If
the Demand for Shares Cash-Out is made, any of the shareholders of the Company may file a petition
with a court for determination of the purchase price of its Company’s Shares in accordance with theprovisions of Article 179-8 of the Companies Act and other applicable laws and regulations.
(B) Share Consolidation
If, as a result of the successful completion of the Tender Offer, the total number of voting rights in the
Company owned by the Tender Offeror is less than 90% of the number of voting rights of allshareholders of the Company, the Tender Offeror will request the Company to schedule to hold anextraordinary shareholders’ meeting (the “Extraordinary Shareholders’ Meeting”) around March 2022
at which the Share Consolidation and an amendment to the Company’s Articles of Incorporation thatwould abolish the share unit number provisions on the condition that the Share Consolidation becomes
effective will be proposed. According to the Company’s Press Release, the Company intends toaccept the Tender Offeror’s request after the successful completion of the Tender Offer. The Tender
Offeror intends to approve each of the above proposals at the Extraordinary Shareholders’ Meeting.
If the proposal for the Share Consolidation is approved at the Extraordinary Shareholders’ Meeting,the shareholders of the Company will, on the effective date of the Share Consolidation, hold thenumber of Company’s Shares proportionate to the ratio of the Share Consolidation that is approved at
the Extraordinary Shareholders’ Meeting. If, due to the Share Consolidation, the number of shareseach shareholder of the company receives includes a fraction less than one share, such shareholder
will receive an amount of cash obtained by selling the Company’s Shares equivalent to the total sumof the fractions less than one share (with such aggregate sum rounded down to the nearest whole) to the Company or the Tender Offeror as per the procedures
specified in Article 235 of the Companies Act and other applicable laws and regulations.

The

purchase price for the number of shares equivalent to the total sum of the fractions less than one sharein the Company Shares will be valued so that the amount of cash received by each shareholder who
did not tender its shares in the Tender Offer (excluding the Tender Offeror and the Company) as aresult of the sale will be equal to the price obtained by multiplying the Tender Offer Price by the38

number of Company’s Shares held by each such shareholder.

The Tender Offeror intends to request

the Company to file a petition to the court for permission to sell such Company Shares on this basis.
Although the ratio of the Share Consolidation of the Company’s Shares has not been determined as oftoday, it is intended that shareholders (excluding the Tender Offeror) who hold shares in the Company
and do not tender in the Tender Offer will have a fraction of less than one share in order for the Tender
Offeror to become the only owners of all of the Company’s Shares (excluding treasury shares held by
the Company).
The Companies Act provides that if the Share Consolidation occurs and there is a fraction less than
one share as a result thereof, each shareholder may request that the Company purchase all such sharesthat will be a fraction less than one share at a fair price, and such shareholders may file a petition to
the court to determine the price of the Company Shares in accordance with Articles 182-4 and 182-5of the Companies Act and other applicable laws and regulations.

As stated above, because thenumber of the Company’s Shares held by the shareholders who do not tender their shares in the Tender
Offer (excluding the Tender Offeror and the Company) will be less than one, the shareholders of theCompany objecting to the Share Consolidation may file a petition described above.
It is further noted that shareholders of the Company will not be solicited to agree to the Tender Offerat the Extraordinary Shareholders’ Meeting.
If the Squeeze-Out Procedures are not completed by March 31, 2022, the Tender Offeror plans torequest the Company to partially amend the Articles of Incorporation to abolish the provisions withrespect to the record date for voting rights at the annual general meeting of shareholders, such that theshareholders after the completion of the Squeeze-Out Procedures (i.e. the Tender Offerors) are theshareholders entitled to exercise their rights at the annual general meeting of the Company to be heldin late June 2022 pertaining to the fiscal year ended March 31, 2022 (the “Annual General Meeting”),
subject to the successful completion of the Squeeze-Out Procedures. Therefore, the shareholders
stated or recorded in the shareholder register of the Company as of March 31, 2022 may not be able
to exercise their rights at the Annual General Meeting.
With regard to each of the above procedures described in items (A) and (B), it is possible that,
depending on amendments to or the implementation and interpretation of the relevant laws andregulations by authorities, it will require time to implement the procedure or the methods of
implementation may be altered. However, even in such a case, upon completion of the Tender Offer,
it is intended that a method will be used whereby the shareholders of the Company who do not tendertheir shares in the Tender Offer (excluding the Tender Offeror and the Company) will ultimately
receive cash consideration equal to the number of Company’s Shares held by such shareholder of theCompany multiplied by the Tender Offer Price in exchange for their shares.

If a petition for

determination of the sale price regarding the Demand for Shares Cash-Out or determination of a priceregarding a share purchase demand in relation to the Share Consolidation is filed, the court will finally39

determine the sale price of the Company’s Shares held by shareholders of the Company who file thepetition or a price regarding the share purchase demand.
The specific details and expected timing for the procedures described above will be determined throughconsultation with the Company and then promptly announced by the Company. All shareholders of
the Company are solely responsible for seeking their own specialist tax advice with regard to the tax
consequences of tendering their shares in the Tender Offer or the procedures outlined above.

(6) Measures to ensure fairness of the Tender Offer, such as measures to ensure the fairness of theTender Offer Price and measures to avoid conflict of interests
The Company is a consolidated subsidiary of the Tender Offeror, and the Transactions including theTender Offer constitutes a material transaction with the controlling shareholder. Furthermore, because
there is a structural conflicts of interest between the Tender Offeror and the Company’s shareholders
other than the Tender Offeror, the Company implemented the below measures to ensure fairness of
the Tender Offer, eliminate arbitrariness in decision-making concerning these Transactions, and toensure fairness, transparency, and objectiveness in the decision-making process, and to avoid doubts
of conflicts of interest.
As stated in “(1) Outline of the Tender Offer” of “1. Purpose of the Tender Offer” above, since theTender Offeror owns 28,919,526 Company’s Shares (ownership ratio: 66.87%) as of today, the Tender
Offeror believes that, if the minimum number of Share Certificates, Etc. to be purchased is set to theso-called “majority of minority” in the Tender Offer, it would increase the uncertainty as to whether
the Tender Offer will be completed and, on the contrary, it would not contribute to the interests ofgeneral shareholders who wish to tender their shares in response to the Tender Offer. For this reason,in the Tender Offer, the Tender Offeror does not set the minimum number of Share Certificates, Etc.
to be purchased to be the so-called “majority of minority” and has not set the minimum number of
Share Certificates, Etc. to be purchased for the same reason. However, the Tender Offeror and theCompany have implemented the measures described in (i) through (ix) below, and thus the Tender
Offeror believes that the interests of general shareholders of the Company have been adequately taken
into account.
In the below description, the measures assumed by the Tender Offeror are based on explanation
received from the Tender Offeror.

(i)

Procurement by the Tender Offeror of a share valuation report from an independent
financial advisor

In order to ensure the fairness of the Tender Offer Price, the Tender Offeror, in determining the Tender
Offer Price, requested Goldman Sachs, its financial advisor who is independent from the Tender
Offeror and the Company, to provide the Analysis Report (GS). Goldman Sachs is not a related party40

of the Tender Offeror or the Company and does not have any material interest in the Tender Offer.
Further, the Tender Offeror has not obtained from Goldman Sachs, and Goldman Sachs has not
expressed, any opinion concerning the fairness of the Tender Offer Price or the Tender Offer (a fairness
opinion).
The description on GS Valuation Report obtained by the Tender Offeror from Goldman Sachs isindicated in above “(3) Matters concerning calculation,” “(iii) Procurement of a share valuation reportfrom an independent financial advisor and third-party valuator.”(ii) Establishment of the Special Committee and procurement of the Report from the Special
Committee(ii-1) Circumstances of establishing the Special Committee
As indicated in above “(2) Grounds and reasons for the Opinion on the Tender Offer,” “(iv) Process
and reasons for the Company’s decision-making to support the Tender Offer,” the Company
established the Special Committee by resolution of its board of directors at its meeting held on October18, 2021. The Company obtained advice from AM&T and confirmed the independence and eligibilityof the Company’s independent outside directors who are the candidates for the members of the Special
Committee. The Company confirmed that the candidates are independent (The Company confirmedthat Mr. Hajime Nakai, Ms. Chihiro Kawai, and Mr. Akito Takahashi have no material interest with
the Tender Offeror or the Company.) and that they have no material interest that is different fromminority shareholders on whether the Transactions completes or not. After confirming the above andwith the advice from AM&T, the Company appointed Mr. Hajime Nakai (the Company’s independent
outside director) who has rich experience and knowledge in finance, Ms. Chihiro Kawai (theCompany’s independent outside corporate auditor, representative of Bayside Partners (accountingfirm) who has extensive knowledge in finance and accounting through her career as certified public
accountant, and committee member of Yokohama City University Evaluation Committee), and Mr.
Akito Takahashi (lawyer of Takahashi & Katayama (law firm)) who has long years of legal experience
mainly in corporate law and is serving as an outside expert based on his rich experience and knowledge
gained through his legal career, as members of the Special Committee. These three members have notchanged since this committee was established. Each member of the Special Committee shall be paid
a fixed remuneration for his/her services regardless of the contents of the response presented by thiscommittee.

As indicated in above “(2) Grounds and reasons for the Opinion on the Tender Offer,” “(iv) Process
and reasons for the Company’s decision-making to support the Tender Offer,” the Company
established the Special Committee by resolution of its board of directors at its meeting held on October41

18, 2021 and presented matters on which the Company wishes to consult the Special Committee(“Consulted Matters”). The Company’s board of directors resolved upon establishing the Special
Committee that the decision of the board of directors shall take into account to the fullest extent thecontents of decisions made by the Special Committee, particularly if the Special Committee decided
that the terms of the Transactions are not fair, then the board of directors shall not support theTransactions based on those terms, and if the Special Committee deems necessary, the Special
Committee shall be given (i) authority to appoint its advisors such as financial advisor and legal
advisor (and reasonable expenses for such appointment to be borne by the Company) or to approve
the Company’s advisors, (ii) authority to receive necessary information to review and decide on theTransactions from officers and employees of the Company and other persons whom the Special
Committee considers necessary, and (iii) authority to discuss and negotiate on the terms of theTransactions with the Tender Offeror if the Special Committee considers necessary.

In order to eliminate the effects of structural conflicts of interest in the Transactions on the discussion
and resolution and to ensure fairness of the Transactions, discussions were held by and unanimous
resolution was made at the above board of directors meeting by nine (9) directors out of 13 directorsof the Company by excluding the following four (4) directors: Messrs. Masahiro Tanabe, Hiroshi
Ogawa, and Taku Kadooka because they served as officers and employees of the Tender Offeror Groupin the recent ten years, and Mr. Yasunori Takamatsu because he concurrently serves as officer andemployee of the Tender Offeror. At the above board of directors meeting, two (2) out of four (4)auditors of the Company were present and the two auditors present stated their opinions that they haveno objection to the above resolution. However, because Mr. Masaaki Tsuda was an officer andemployee of the Tender Offeror Group within the recent 10 years and Mr. Toshiaki Takeda
concurrently serves as officer and employee of the Tender Offeror, these two persons were not present
at the above board of directors meeting and refrained from stating their opinions to prevent thediscussion and resolution at the board of directors meeting from being affected by the issues ofstructural conflicts of interest and asymmetry of information.

(ii-2) Review by the Special Committee
The Special Committee held a total of 11 meetings from October 22, 2021 until November 29, 2021
for a total of approximately 15 hours. Other than the above meetings, the Special Committee gave
reports, shared information, discussed, and made decisions through emails and discussed and reviewed
on the Consulted Matters.

Specifically, at the first meeting of the Special Committee held on October 22, 2021, the Special
Committee confirmed that Nomura Securities retained by the Company as its financial advisor and42third-party valuator, and AM&T retained by the Company as its legal advisor are both independentand professionally qualified and independent and approved the appointment of both, and that theSpecial Committee will also seek professional advice from them whenever necessary.

The Special Committee also reviewed the independence, expertise, and experience of the candidates
for its financial advisor and third-party valuator, and on October 29, 2021, the Special Committee
appointed Yamada Consulting as its financial advisor and third-party valuator independent from theTender Offeror and the Company. The Special Committee confirmed that Yamada Consulting does
not fall under a related party of the Tender Offeror and the Company, it has no material interests in theTransactions including the Tender Offer, and that it is otherwise independent from the Transactions.

Furthermore, as indicated in below “(vi) Establishment of a reviewing structure at the Company,” theSpecial Committee confirmed that there is no problem from the view of independence and fairness in
the reviewing structure for the Transactions established by the Company (including the scope of andduties of the officers and employees who review, negotiate and decide on the Transactions), andapproved this reviewing structure. On these premises, and with the opinion received from AM&T, theSpecial Committee reviewed on the necessary measures to ensure fairness of the procedures of theseTransactions. The Special Committee also received explanation from the Company concerning thecontents, material preconditions, and methods of planning the Company’s business plan, andconfirmed and approved that these matters are reasonable.

The Special Committee questioned the Tender Offeror on the purpose and reason for conducting theTransactions, the circumstances and purpose of choosing to conduct the Transactions at this time,
managing policies and governance of the Company after the Transactions, and procedures and termsof the Transactions, to which the Tender Offeror directly explained to the Special Committee.

Furthermore, as indicated in above “(3) Matters concerning calculation,” “(i) Procurement by theCompany of a share valuation report from an independent financial advisor and third-party valuator”
and “(ii) Procurement by the Special Committee of a share valuation report and Fairness Opinion froman independent financial advisor and third-party valuator,” Nomura Securities and Yamada Consulting
calculated the value of the Company’s Shares based on the Company’s business plan. The Special
Committee received explanation respectively from Nomura Securities and Yamada Consulting on
their methods of calculating the value of the Company’s Shares, the reason why they chose thosemethods, the details of calculation based on each calculation method, and material preconditions, helda Q&A session, discussed and reviewed, and confirmed that these matters are reasonable. In addition,
as indicated in above “(3) Matters concerning calculation,” “(ii) Procurement by the Special

43Committee of a share valuation report and Fairness Opinion from an independent financial advisor
and third-party valuator,” the Special Committee received the Fairness Opinion dated November 29,
2021 from Yamada Consulting where it received explanation on the contents of this Fairness Opinion
and material preconditions for its opinion as of such time, held a Q&A session, discussed and reviewed,
and confirmed that these matters are reasonable.

The Special Committee and the Company discussed and reviewed on the Company’s policies fornegotiating with the Tender Offeror by receiving from time to time reports from the Company and
Nomura Securities, and advice from Yamada Consulting from financial perspectives, and stated its
necessary opinion on the Company’s policies for negotiation. Specifically, the Special Committee,
after receiving a report from the Company that the Tender Offeror presented its initial proposal on
October 29, 2021 for the Tender Offer Price of 680 yen per share, further received respective reportsthat the Tender Offeror proposed a Tender Offer Price of700 yen per share on November 5, 2021, aTender Offer Price of 710 yen per share on November 12, 2021 and a Tender Offer Price of 715 yen
per share on November 17, 2021 and having heard opinions from Nomura Securities on how to deal
with those proposals and on policies on negotiating with the Tender Offeror, reviewed these offers byreceiving advice from a financial perspective from Yamada Consulting and advice from legal
perspective from AM&T. Based on the foregoing, the Special Committee stated its opinion that it has
no objections to the Company’s intention that it wishes to request the Tender Offeror to reconsider theTender Offer Price towards all of the above proposed Tender Offer Price, stated its opinion on thematters that need to be discussed with the Tender Offeror to achieve the significance and objectivesof the Transactions from the standpoint of the Company, and was involved throughout the entire courseof discussions and negotiations between the Company and the Tender Offeror on the terms of theTransactions including the Tender Offer Price. As a result, the Company, on November 25, 2021
received a proposal of a Tender Offer Price of 725yen per share from the Tender Offeror, and, through4 negotiations, succeeded in raising the Tender Offer Price by 6.62% (rounded to the second decimal
place) from the initially offered price.

Furthermore, the Special Committee received explanation from AM&T multiple times on the contentsof the draft of this Press Release concerning the Tender Offer that the Company will announce or
submit and confirmed that the detailed disclosure of information will be made.

(ii-3) Judgement of the Special Committee
Based on the above circumstances, advice received from Yamada Consulting from a financial
perspective, and the Yamada Consulting Valuation Report and the Fairness Opinion received on
November 29, 2021, the Special Committee repeatedly held careful discussions and reviews on the44Consulted Matters, and submitted to the Company’s board of directors on November 30, 2021 theReport basically in the below summary by unanimous agreement of all members.

a)Summary of the Report
1) The purpose of the Transactions is reasonable (including whether theTransactions are beneficial in enhancing the Company’s corporate value).
2) The procedures for the Transactions are fair.
3) The terms of the Transactions (including the Tender Offer Price) are appropriate.
4) In view of above 1) to 3), the Transactions are not disadvantageous to minority
shareholders.
5) In view of above 1) to 4), as of present, it is fair for the Company’s board of
directors to make a resolution to state its opinion in support of the Tender Offer
and to recommend the Company’s shareholders to tender in the Tender Offer,and that the Transactions are not disadvantageous to minority shareholders.

b)Reasons for the response

1) Concerning “The purpose of the Transactions is reasonable (including whether
the Transactions are beneficial in enhancing the Company’s corporate value)”:·

Concerning “(a) The purpose of the Transactions, and the necessity, andbackground circumstances” and “(b) The advantages of the Transactions to be
conducted through the Tender Offer” which were explained from the Company
and the Tender Offeror (the “Tender Offer Parties”), the Transactions areconcrete based on the Company’s current business and management situation. In
particular, the market environment of the Company is undergoing varioustransitions both in port business and in plant and logistics business that are themajor business areas of the Company. In particular, in the port business, it isnecessary to flexibly deal with the changing environment of the port as thevessels are becoming larger where active investments must be made in facilities
to accommodate these changes. In the plant and logistics business, it is necessary
to introduce managerial resources to strengthen competitive power, technology
development, and to increase equipment. As the Company’s managing
environment is expected to continue to undergo various transitions with anuncertain outlook, making necessary investment would be beneficial over the
middle to long term, and this would enhance the Company’s corporate value.
While expenses and investment would be initially required over the short term,45

these may affect the Company’s financial position and performance, to which
the market might react negatively. However, the Company recognizes that there
is a limit on making active investments by simultaneously protecting theinterests of general shareholders of the Company. Accordingly, to execute theTransactions to make the Company a wholly-owned subsidiary of the Tender
Offeror is a reasonable management decision because this would eliminate
potential conflicts of interest from parent and subsidiary’s listing, establish a
flexible and quick decision-making system by sharing management resources,
and the Company’s business and managerial base will be fundamentallystrengthened which would be beneficial in enhancing the Company’s corporate
value.
·

Above (a) and (b) agree with the contents explained to the public to describe theindustry and market environment to which the Company belongs.

·

Above (a) and (b) are realistic from the view of strengthening the Company’s
future competitive power. Specifically, the Company’s idea of “(1) Sharing
management resources with the Tender Offeror Group, expediting decisionmaking to execute management strategies,” “(2) Establishing personnel
foundation by reinforcing personnel training,” and “(3) Mitigate cost to maintainlisting and mitigate administrative work,” etc., and the Tender Offeror’s
anticipation that (A) strategic alliance through the Tender Offeror Group’s
network in the port business and promotion of new investment to achieve
competitiveness by using the Tender Offeror Group’s capital would strengthen
this business and (B) promotion of further expansion of business in the plant andlogistics business, and to further expand in overseas business by utilizing theTender Offeror Group’s global business foundation, would not require theCompany to take into account the effects on shareholders from the short-term
fall in performance from tentative increase in investments, but instead would
allow quick and bold decision, and is a reasonable measure to promote growthfrom a middle to long-term view.

·

The future outlook of the Company’s business and development and measuresconsidered after conducting the Tender Offer as explained from the Tender Offer
Parties take into account the Tender Offeror’s management policies based on the
Company’s business contents and managerial situation, and they are reasonable.
In this regard, because the Company is a listed company and there is thus acertain limit from the perspective of independence to mutually use and maximize
both group’s managerial resources such as their customer base, business base,46

and financial base, it is difficult to implement various policies that the Tender
Offeror intends to implement after the Tender Offer if the Company Groupremains listed. Furthermore, while it is not expected that the Company’s
management strategies such as active investment would be beneficial for theCompany’s current general shareholders’ interests, if the Company becomes awholly-owned subsidiary of the Tender Offeror, and the Tender Offeror becomesits sole shareholder, then the Transactions to achieve this would be the best andreasonable choice to achieve unified operation and various synergy effects
between the Company Group and the Tender Offeror Group, and to enhance thecorporate value of both groups.

2) Concerning “Fairness of procedures for the Transactions”:·

To deal with the Transactions, the Company has established the Special
Committee that is independent from both the Company and the Tender Offeror
to eliminate the Tender Offeror’s influence in the reviewing and decision-making
process at the Company.

·

Majority of the members of the Special Committee (two out of three members)
are outside director and outside auditor of the Company and remaining one
member is a lawyer, an external professional.

·

The Special Committee retained its own advisor serving as financial advisor andthird-party valuator separately from those advisors retained by the Company for
the Company. Furthermore, the Special Committee confirmed that such financial
advisor and third-party valuator retained by the committee is independent fromthe Company and the Tender Offeror after receiving necessary explanation.

·

In appointing the financial advisor and third-party valuator to advise exclusively
to the Special Committee, the committee chose candidates by itself, and, after
being presented the scope of operations and fee estimate, the Special Committee
reviewed and discussed, and the committee ultimately chose its own suchfinancial advisor and third-party valuator.

·

The Special Committee appointed Yamada Consulting as its financial advisor
and third-party valuator, received a share valuation report for the Company’s
Shares from Yamada Consulting and referred this report, and also obtained the
Fairness Opinion with respect to the Tender Offer Price referred to this opinion.

·

The Company, in dealing with the Transactions, engaged Nomura Securities
which is a third-party valuator that is independent from both the Company and
the Tender Offeror to calculate the value of the Company’s Shares and obtained47

a share valuation report prepared by Nomura Securities. The Special Committee
also confirmed the independence of Nomura Securities after receiving necessary
explanation.
·

The Company, in order to obtain legal advice on the Transactions (including
advice on measures to ensure fairness and measures to avoid conflicts of interest),
appointed AM&T that is independent from both the Company and the Tender
Offeror. The Special Committee also confirmed the independence of AM&T
after receiving necessary explanation.

·

Because the Transactions including the Tender Offer are transactions conductedwith the Tender Offeror which is a so-referred controlling shareholder (parent
company), this may give rise to structural conflicts of interest. In view of thispossibility, the Company carefully acknowledged the need to ensure
appropriateness and fairness of the terms of the Transactions, and the Company
has requested to the Tender Offeror to present terms that give due consideration
to the interests of minority shareholders from the early stages of discussion.

·

With respect to the discussion between the Company and the Tender Offeror andthe Company’s policies for negotiation, the Special Committee received
explanation from the Company and Nomura Securities in its position as financial
advisor to the Company on the policies for negotiation. The Company negotiatedwith the Tender Offeror in accordance with such policies for negotiation thatwere confirmed by the Special Committee.

·

The specific situation on the discussions and negotiations between the Company
and the Tender Offeror were timely reported to the Special Committee, and inparticular, in the important stages of negotiation concerning the Tender Offer
Price, the Special Committee stated its opinion to the Company and theCompany’s financial advisor based on the matters reported, and requested themto negotiate on matters that it deemed necessary. Therefore, a system to enable
the Special Committee to substantially be involved in the negotiation of theterms of the Transactions, in particular the Tender Offer Price, was sufficiently
ensured.

·On the basis of the above, the Company comprehensively and repeatedly
reviewed the appropriateness, fairness, and feasibility of the terms, anddiscussed with the Tender Offeror several times to make final adjustments on theTender Offer Price which was scheduled to be resolved at the current board of
directors meeting.

·

The Tender Offer Parties reached a final agreement on the terms of the48

Transactions including the Tender Offer Price and such price agreed was to beapproved by the Company’s board of directors as the Tender Offer Price.
·

With respect to the two-step acquisition, a detailed disclosure is scheduled to bemade at an early stage, and efforts are made to allow the Company’s shareholders
to have sufficient opportunity to make their decision. Furthermore, the Tender
Offeror and the Company are scheduled to disclose information in each of thedisclosure documents that are scheduled to be prepared and disclosed by themthat is deemed to be necessary and appropriate to enable the Company’s
shareholders (in particular, minority shareholders) to decide whether the eachterms of the Transactions including the Tender Offer Price are fair.

·

The Company’s directors and the Company’s auditors who are interested persons
are not involved in reviewing the Transactions at the Company and they will notparticipate in discussions and resolution concerning the Transactions at the boardof directors meeting to be held in the future and the Company is making efforts
to eliminate arbitrariness in the decision-making process.

·In the Tender Offer, a minimum number of shares to be purchased is not set as
indicated in the latest Press Release. This could be viewed that the Tender
Offeror is securing the opportunity for the Company’s shareholders who wish tosell the Company’s Shares through the Tender Offer to absolutely sell theirshares and thus due consideration is being given to the interests of theCompany’s minority shareholders.

·

In the Tender Offer, while conditions are not set for the so-called majority ofminority, the Tender Offeror is a controlling shareholders (parent company) of
the Company and already holds a certain number of the Company’s Shares, theso-called majority of minority may instead destabilize the completion of theTender Offer. In other words, as long as the Tender Offeror announced its
intention to make the Company its wholly-owned subsidiary, even if the current
Tender Offer is not completed, a similar transaction may be conducted again atsome point in the future, and minority shareholders may be placed in an unstable
position. In addition, the so-called majority of minority might not be beneficial
to minority shareholders who wish to tender in the Tender Offer (i.e., theshareholders who wish to sell their Company’s Shares). As such, as due
consideration is deemed to be given in other measures to ensure fairness, it is notimportant to particularly focus on the fact that the so-called majority of minority
is not set as a formality.

·

In the Tender Offer, the Tender Offer Period is to be set at 30 business days which49

is longer than the statutory required minimum period of 20 business days, andbecause the Company did not agree with the Tender Offeror on the so-called
terms to protect the transaction such as to prohibit the Company from contacting
competitive offerors or otherwise to limit contact with such competitive offerors,and, therefore, there are no particularly unreasonable situation from the view ofthe so-called passive market check. In this regard, the so-called active market
check to search and review whether there are any potential offerors in the market
is not easy to conduct in practice from the view of managing information.
Therefore, it cannot be said that the Transactions are unreasonable due only tothe fact that such so-called active check was not conducted in this case.
·

For the Transactions, a so-called two-step acquisition procedures (Demand for
Shares Cash-out or Share Consolidation are currently scheduled as suchprocedures.) is scheduled to be conducted to make the Company’s Shares nonpublic. In this regard, the provisions of the Companies Act concerning protectionof the rights of minority shareholders who are subject to Demand for Shares
Cash-out stipulate that such minority shareholders may file a petition with thecourt to claim for decision of the sales price. The provisions of the Companies
Act concerning protection of the rights of minority shareholders who are subject
to Share Consolidation stipulate that such minority shareholders may, undercertain circumstances, claim to the Company to purchase all fractional shares of
the common shares held by them at a fair price and to file a petition with thecourt to claim for decision of the price of the Company’s Shares. If such petitionis filed, the price will ultimately be decided by the court and the Company’s
minority shareholders would be able to gain economic profit through theseprocedures.

·

From the above, specific measures are assumed from an objective perspective toensure fairness of the terms of the Transactions and due consideration is being
given to the interests of the Company’s shareholders through fair procedures.

3) Concerning “Appropriateness of the terms of the Transactions (including theTender Offer Price)”:·

The Company, in order to ensure fairness and appropriateness of the terms of theTransactions, in particular the price for the Company’s Shares in the Tender
Offer (i.e., the Tender Offer Price), appointed an independent third party to
calculate the value of the Company’s shares to review and decide on such price,and obtained a share valuation report from such third party and referred to such50

report.
·

The process of calculation used by such third-party valuator in preparing its
share valuation report is a common and reasonable method in light of current
practices for such calculation.

·

The contents of the above calculation are appropriate in light of current practices
for such calculation. Furthermore, the Special Committee gained understandingof the circumstances of how the Company’s business plan was prepared and thecurrent situation of the Company by receiving explanation from the Company
and the third party valuator concerning the contents of the Company’s businessplan that is the basis for such calculation, has confirmed that the business plan isreasonable from the view of whether there are any shortcomings in the
Company’s drafting of the business plan, and concluded that such business planis reasonable.

·

Based on the foregoing, the share valuation report prepared by such third-party
valuator is reliable and has no particular flaws.

·

Based on such share valuation report, the Company reviewed the Tender Offer
Price by comprehensively taking into account the circumstances such as thenecessity and advantages of the Transactions and their effects on the Company’s
future business.

·

The Company engaged a financial advisor (concurrently serving as third-party
valuator) with rich experience and conducted negotiations on the overall termsof the Transactions including the Tender Offer Price.

·

The Tender Offer Price agreed between the Company and the Tender Offeror
based on the share valuation report obtained by the Company from a third-party
valuator falls within the range of such calculation. In particular in the calculationby the DCF method, the price exceeds the central value of the calculated range.
In addition, the price falls within the range calculated by the third-party valuatorappointed by the Special Committee to advise exclusively to the committee, andexceeds the central value calculated thereby under the DCF method.

·

The Tender Offer Price is a price added thereon a premium of approximately
33.76% to approximately 40.50% on the share price level on average for six
months including the closing price (516 yen) of the Company’s Shares on the
day before the date of submission of the Report (the reference date forcalculating in the average market price method in each of the above share value
calculation. Based on premiums actually paid in past similar examples, the levelof premium on the Tender Offer Price is not significantly different and this is51

assumed to be quite reasonable.
·

The Special Committee also appointed its own financial advisor and third-party
valuator, obtained a share valuation report for the Company’s Shares from suchthird-party valuator and referred to this, and furthermore obtained a fairness
opinion concerning the Tender Offer Price to receive opinion on theappropriateness of the Tender Offer Price.

·

The Company ensured the fairness and appropriateness of the terms of theTransactions including the Tender Offer and in particular the Tender Offer Pricethrough its foregoing efforts, and its methods to eliminate arbitrariness in theforegoing process are reasonable and appropriate.

·

Furthermore, per explanation from the Company, the terms for the Squeeze-Out
Procedures will be calculated and determined based on the same price as theTender Offer Price unless there are any special circumstances.
In this regard, the Squeeze Put is scheduled to be implemented after the Tender
Offer as successive procedures to the Tender Offer (the so-called two-stepacquisition), and it is reasonable that the terms of transaction in both procedures
to be conducted on a close timing to be set to be the same.

4) Concerning whether the Transactions are disadvantageous to the Company’s
minority shareholders based on above 1) to 3):·

As of present, the Special Committee finds no circumstances other than the
points reviewed in above 1) to 3) for it to consider that the Transactions including
the Tender Offer are disadvantageous to the Company’s minority shareholders.

5) Concerning “it is fair for the Company’s board of directors to make a resolution
to state its opinion in support of the Tender Offer and to recommend heCompany’s shareholders to tender in the Tender Offer”·

As stated above, the Special Committee finds that (i) the purpose of theTransactions is reasonable (this is beneficial in enhancing the Company’s
corporate value), (ii) the fairness of the procedures for the Transactions is
ensured, (iii) the terms of the Transactions are appropriate, and (iv) based on
above (i) to (iii), the Transactions are not disadvantageous to the Company’s
minority shareholders. The Special Committee therefore considers that it isappropriate (i.e., the Special Committee supports) for the Company’s board of
directors to make a resolution to state its opinion in support of the Tender Offer
and to recommend to the Company’s shareholders to tender in the Tender Offer,and the Transactions are not disadvantageous to the Company’s minority
shareholders, and there are no particular circumstances to the contrary as of52

present.

(iii) Procurement of advice from an independent legal advisor
As indicated in above “(ii) Establishment of the Special Committee and procurement of The Reportfrom the Special Committee,” the Company retained AM&T as its legal advisor independent from theCompany and the Tender Offeror. The Company is receiving necessary legal advice from the firm
concerning the measures to be assumed to ensure fairness of the procedures of the Transactions,various procedures for the Transactions, and method and process of decision making by the Company
concerning the Transactions.

AM&T is not a related party of the Tender Offeror and the Company and has no material interests in
the Transactions, including the Tender Offer. The Special Committee confirmed that AM&T is
independent professionally qualified, and approved this firm as the Company’s legal advisor.

(iv) Procurement the Company a share valuation report from an independent financial advisor
and a third-party valuator
As indicated in above “(ii) Establishment of the Special Committee and procurement of The Reportfrom the Special Committee,” the Company retained Nomura Securities as financial advisor and thirdparty valuator independent from the Tender Offeror and the Company. The Company received advice
and assistance from a financial perspective from Nomura Securities concerning calculation of thevalue of the Company’s Shares and policies for negotiating with the Tender Offeror. The Company
obtained the Nomura Securities Valuation Report dated November 30, 2021 from Nomura Securities.
The description of the Nomura Securities Valuation Report is indicated in above “(3) Mattersconcerning calculation,” “(i) Procurement by the Company of a share valuation report from an
independent financial advisor and third-party valuator.”

Nomura Securities is not a related party of the Tender Offeror and the Company and has no materialinterests in the Transactions, including the Tender Offer.

(v) Procurement by the Special Committee of the share valuation report and Fairness Opinion
from an independent financial advisor and a third-party valuator
As indicated in above “(ii) Establishment of the Special Committee and procurement of The Reportfrom the Special Committee,” the Special Committee retained Yamada Consulting as its financial
advisor and third-party valuator independent from the Tender Offeror and the Company. The Special
Committee received advice and assistance from a financial perspective from Yamada Consulting
concerning calculation of the value of the Company’s Shares and policies for negotiating with the53

Tender Offeror. The Special Committee obtained the Yamada Consulting Valuation Report dated
November 29, 2021 from Yamada Consulting. The Special Committee also received the Fairness
Opinion (Yamada Consulting) which rendered its opinion that the Tender Offer price of 725 yen per
share is fair to the Company’s shareholders (excluding the Offer and its affiliates) from a financial
perspective. The description of Yamada Consulting Valuation Report and the Fairness Opinion isindicated in above “(3) Matters concerning calculation,” “(ii) Procurement by the Special Committee
of a share valuation report and Fairness Opinion from an independent financial advisor and third-party
valuator.”

Yamada Consulting is not a related party of the Tender Offeror and the Company and has no materialinterests in the Transactions, including the Tender Offer. The independence of Yamada Consulting is
indicated in above “(ii) Establishment of the Special Committee and procurement of The Report fromthe Special Committee,” “(ii-2) Review by the Special Committee.”(vi) Establishment of an independent reviewing structure at the Company
As indicated in above “(2) Grounds and reasons for the Opinion on the Tender Offer,” “(iv) Process
and reasons for the Company’s decision-making to support the Tender Offer,” the Company
established inside the Company a system to review, negotiate and decide on the Transactions
independent from the Tender Offeror. Specifically, the Company, on September 30, 2021, promptly
after receiving initial contact from the Tender Offeror that it wishes to commence discussions for theTransactions, established inside the Company a system to review, negotiate, and decide on theTransactions independent from the Tender Offeror. A team comprising one Senior Managing
Director of the Company independent from the Tender Offeror, and one employee from the
Corporate Planning Department assumed this task, and together with the Special Committee, havebeen continuously working exclusively until the date of this Press Release by involving themselvesin the process of negotiating between the Company and the Tender Offeror on the terms of theTransactions including the Tender Offer Price, and preparing the Company’s business plan to
become the basis for assessing the value of the Company’s Shares. Since September 30, 2021, after
the Company received initial contact from the Offer that they wish to commence discussion on theTransactions, the Company has not permitted any officers and employees of the Company who
concurrently service as officers or employees of the Tender Offeror Group companies other than the
Company to become involved in the process of negotiation between the Company and the Tender
Offeror on the Transactions including the Tender Offer Price, and preparing the Company’s businessplan to become the basis for assessing the value of the Company’s Shares for the purpose ofeliminating the issue of structural conflicts of interest.

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(vii) Unanimous approval of all disinterested directors and the opinion of all auditors of theCompany that they have no objections
As indicated in above “(2) Grounds and reasons for the Opinion on the Tender Offer,” “(iv)Process
and reasons for the Company’s decision-making to support the Tender Offer,” the Company, based on
legal advice from AM&T, advice from Nomura Securities from a financial perspective, the contentsof the Nomura Securities Valuation Report, and the Yamada Consulting Valuation Report and the
Fairness Opinion received via the Special Committee, and by observing to the maximum extent theSpecial Committee’s decision rendered in the Report, carefully discussed and reviewed whether theTransactions including the Tender Offer will be beneficial in enhancing the Company’s corporate
value, and whether the terms of the Transactions including the Tender Offer Price are appropriate.

As a result, as indicated in above “(2) Grounds and reasons for the Opinion on the Tender Offer,” “(iv)Process and reasons for the Company’s decision-making to support the Tender Offer,” the Company
decided that the Transactions would be beneficial in enhancing the Company’s corporate value
because various synergistic effects ((i) expedite decision-making to share management resources andto implement management strategies with the Tender Offeror Group, (ii) establish human resource
foundation through reinforced personnel training, and (iii) mitigate cost to maintain listing andrelevant operational burdens) could be expected by the Company becoming a wholly-owned
subsidiary of the Tender Offeror, and that the terms of the Transactions including the Tender Offer
Price are appropriate because the Tender Offer Price of 725 yen per share is an appropriate price that
ensures benefits for the Company’s minority shareholders and the Tender Offer provides a reasonable
opportunity for the Company’s minority shareholder to sell their Company’s Shares at a price with anappropriate premium, and the directors who participated in the discussion and resolution at theCompany’s board of directors meeting held today (nine (9) out of 13 directors who participated in thediscussion and resolution) unanimously resolved to express an opinion in support of the Tender Offer
and to recommend the Company’s shareholders to tender in the Tender Offer. Also, at the above boardof directors meeting, all auditors excluding Messrs. Masaaki Tsuda and Toshiaki Takeda stated theiropinion that they have no objections to the above resolution.

In order to eliminate the effects of structural conflicts of interest in the Transactions on the discussion
and resolution and to ensure fairness of the Transactions, discussions were held by and unanimous
resolution was made at the above board of directors meeting by nine (9) directors out of 13 directorsof the Company by excluding the following four (4) directors: Messrs. Masahiro Tanabe, Hiroshi
Ogawa, and Taku Kadooka because they served as officers and employees of the Tender Offeror Groupin the recent ten years, and Mr. Yasunori Takamatsu because he concurrently serves as officer andemployee of the Tender Offeror. At the above board of directors meeting, two (2) out of four (4)55auditors of the Company were present and the two auditors present stated their opinions that they haveno objection to the above resolution. However, because Mr. Masaaki Tsuda was an officer andemployee of the Tender Offeror Group within the recent 10 years and Mr. Toshiaki Takeda
concurrently serves as officer and employee of the Tender Offeror, these two persons were not present
at the above board of directors meeting and refrained from stating their opinions to prevent thediscussion and resolution at the board of directors meeting from being affected by the issues ofstructural conflicts of interest and asymmetry of information.

Messrs. Masahiro Tanabe, Hiroshi Ogawa, Taku Kadooka, Yasunori Takamatsu, Masaaki Tsuda, andToshiaki Takeda have not participated in any discussion and resolution in all items for resolution for
the Transactions at the meetings of the board of directors including above meeting held today nor
participated in any discussion and negotiation with the Tender Offeror from the Company’s side toeliminate the effects of the issue of structural conflicts of interest in the Transactions and to ensure
fairness of the Transactions.

(viii) No transaction protection clause

The Tender Offeror and the Company has not agreed on any provisions to protect the transaction suchas to prohibit the Company from contacting competitive offerors or otherwise to limit contact between
competitive offerors and the Company, and due consideration is given to ensure fairness of the Tender
Offer by not preventing opportunities for competitive offers.

(ix) Measures to ensure opportunities for the Company’s shareholders to appropriately decide
whether to tender in the Tender Offer
As stated in “(5) Policies on organizational change after the Tender Offer (matters concerning “twostep acquisition”)” above, the Tender Offeror ensures an opportunity for the Company’s shareholders(excluding the Tender Offeror and the Company) to properly decide whether or not to tender theirshares in the Tender Offer and gives consideration to avoid placing coercive pressure on the
Company’s shareholders (excluding the Tender Offeror and the Company) by (i) employing methods
ensuring the right of the Company’s shareholders (excluding the Tender Offeror) to request purchaseof shares or to petition for a determination of the price of shares, wherein depending on the numberof shares acquired by the Tender Offeror through the successful completion of the Tender Offer, theTender Offeror, promptly after the completion of the settlement of the Tender Offer, either will makethe Demand for Shares Cash-Out for all of the Company Shares (excluding the Company’s Shares
owned by the Tender Offeror and treasury shares owned by the Company) or will make a demand to
the Company to convene the Extraordinary Shareholders’ Meeting at which the agenda items will56

include proposals for the Share Consolidation and a partial amendment to the Company’s articles ofincorporation to abolish the provisions on share units on the condition that the Share Consolidation
takes effect, and (ii) clarifying that the amount of money to be delivered to the Company’s
shareholders (excluding the Tender Offeror and the Company) as consideration for each Company
Share in the Demand for Shares Cash-Out or the Share Consolidation will be calculated to be equal tothe price obtained by multiplying the Tender Offer Price by the number of the Company Shares ownedby those shareholders (excluding the Tender Offeror and the Company).
In addition, although the shortest tender offer period under laws and ordinances is 20 Business Days,
the Tender Offeror has set the tender offer period of the Tender Offer (the “Tender Offer Period”) to
be 30 Business Days. The Tender Offeror has set a comparatively long tender offer period to ensure
an appropriate opportunity for the shareholders of the Company to make a decision about the tenderingof shares in response to the Tender Offer while ensuring an opportunity for competing offers by parties
other than the Tender Offeror as a means to guarantee the fairness of the Tender Offer Price.

4.

Material agreements regarding tendering to the Tender Offer between the Tender Offeror and theshareholders of the Company
Not applicable

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5.

Benefits provided from the Tender Offeror its specially-related parties
Not applicable

6.

Policies in dealing with basic policies concerning control of the Company
Not applicable

7.

Questions to the Tender Offeror
Not applicable

8.

Request for extension of the Tender Offer Period
Not applicable

9.

Future prospects
Please see above “3. Details, grounds, and reasons for the Opinion on the Tender Offer,” “(2)Grounds and reasons for the Opinion on the Tender Offer,” “(ii) Background, purpose, and decisionmaking process for the Tender Offer leading to the Tender Offeror’s decision to conduct the Tender
Offer,” “(iii) Management policy after completion of the Tender Offer,” “(iv) Process and reasonsfor the Company’s decision-making to support the Tender Offer,” “(4) Prospects and reasons fordelisting,” and “(5) Policies on organizational change after the Tender Offer (matters concerning“two-step acquisition”).”

10. Details of transactions with controlling shareholder(1) Transactions with controlling shareholder and conformance with policies to protect minority
shareholders
The Offer is the Company’s controlling shareholder (parent company) and statement of opinion
concerning the Tender Offer falls under transaction, etc, with the controlling shareholder, The
Company stated in its corporate governance report disclosed on September 29, 2021, that as its“Policies concerning measures to protect minority shareholders when conducting transactions withthe controlling shareholder” that “when the Company conducts transactions with its parent company,
it shall conduct fair and appropriate transactions based such as on market price by assuming
reasonable and proper procedures based on the Company’s standards in making decisions in thesame manner as when it conducts transactions with a third party.”

The Company, upon conducting the Transactions including the Tender Offer, has dealt with the issueof structural conflicts of interest and asymmetry of information, and assumed measures to ensure

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fairness of the terms of the Transactions including the Tender Offer Price as indicated in above “3.
Details, grounds, and reasons for the Opinion on the Tender Offer,” “(6) Measures to ensure fairnessof the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures
to avoid conflict of interests,” and its actions confirm to the above policy.

(2) Measures to ensure fairness and measures to avoid conflicts of interest
As indicated in above “(1) Transactions with controlling shareholder and conformance with policies
to protect minority shareholders,” the Transactions including the Tender Offer fall under transaction
with controlling shareholder for the Company, the Company decided that it is necessary to assume
measures to ensure fairness and above conflicts of interest. By assuming the measures in above “3.

Details, grounds, and reasons for the Opinion on the Tender Offer,” “(6) Measures to ensure fairnessof the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures
to avoid conflict of interests,” the Company considers that it ensured fairness and avoided conflictsof interest.

(3) Outline of opinion from a party that has no interest in the controlling shareholder stating thatthe transaction is not disadvantageous for minority shareholders
On November 30, 2021, the Company obtained the Report from the Special Committee stating its
views that the Company’s board of directors to make a resolution to state its opinion in support of theTender Offer and to recommend the Company’s minority shareholders to tender in the Tender Offer is
not disadvantageous to the Company’s minority shareholders. For details, please see above “3. Details,
grounds, and reasons for the Opinion on the Tender Offer,” “(6) Measures to ensure fairness of theTender Offer, such as measures to ensure the fairness of the Tender Offer Price and measures to avoid
conflict of interests,” “(ii-3) Judgement of the Special Committee.”

The Report is also an opinion that after completion of the Tender Offer, the Company becoming awholly-owned subsidiary of the Tender Offeror is not disadvantageous to the Company’s minority
shareholders as indicated in above “3. Details, grounds, and reasons for the Opinion on the Tender
Offer,” “(5) Policies on organizational change after the Tender Offer (matters concerning “two-stepacquisition”).”

11. Other matters
The Company, at its board of directors meeting held today, resolved that, on condition that the Tender
Offer is completed, it will revise its dividend forecast for its Fiscal Year ending in March 2022 that it
will not pay year-end dividends for its Fiscal Year ending in March 2022. For details, please see the59

“Notice concerning revision of dividend forecast for Fiscal Year ending in March 2022 (No dividends)”announced by the Company today.

END

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[Soliciting Regulations]This Press Release is intended to announce the Tender Offer to the public and has not been prepared for the
purpose of soliciting an offer to sell shares. If shareholders wish to make an offer to sell their shares, theyshould first read the Tender Offer Explanation Statement concerning the Tender Offer and make an offer tosell their shares at their own discretion. This press release shall neither be, nor constitute a part of, an offer
or solicitation to sell, or solicitation of an offer to purchase any securities, and neither this Press Release(or a 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 this Press Release may not be relied upon at the time ofentering into any such agreement.

[U.S. Regulations]
The Tender Offer will be implemented in compliance with the procedures and information disclosure
standards that are stipulated by the Financial Instruments and Exchange Act of Japan but these procedures
and standards are not necessarily the same as those if the U.S. In particular, the Securities Exchange Act of1934 of the U.S. (as amended), Article 13 (e) and Article 14 (e) and the rules stipulated thereunder do not
apply to the Tender Offer and the Tender Offer are not in accordance with these procedures and standards,
This Press Release and all financial information included or mentioned in the referential documents of thisPress Release are not based on U.S. accounting standards and these are not necessarily equivalent to orcomparable with the financial information prepared based in U.S. accounting standards. The Tender Offeror
is a company incorporated outside of the U.S. and as some or all of its officers are not U.S. residents, it may
be difficult to exercise the rights and demands that arise under U.S. securities laws. It might not be possible
to file legal procedures in courts outside of the U.S, towards non-U.S. companies and its officers on groundsof breach of U.S. securities laws. In addition, jurisdiction of the U.S. courts might not be admitted towards
non-U.S. companies and such companies’ subsidiaries and affiliates.

All procedures concerning the Tender Offer shall be conducted in Japanese. All or part of the documents
concerning the Tender Offer will be prepared in English, however, if any inconsistency arises between such
English document and the Japanese documents, the Japanese document shall prevail.

The Tender Offeror and its affiliates (including the Company) and their respective financial advisors andrelated parties may, within the scope of their ordinary business, and within the scope permitted underJapan’s laws and regulations relating to financial products transaction, may purchase or prepare to purchase
the Company’s common shares in its own account or its client account not by the Tender Offer before
commencement of the Tender Offer, or during the Tender Offer Period. If any information concerning such
purchase is disclosed in Japan, the party that made such purchase shall disclose this on its website inEnglish.

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[Forward-looking statements]
This Press Release contains forward-looking statements defined in Article 27A of the U.S. Securities Act
of 1933 (as amended) and Article 21E of the U.S. Securities Act of 1934. These forward-looking statements
may address the future business forecast of the Company and other companies and expressions such as“anticipated,” “expected,” “scheduled to be conducted,” “is planning to,” and “believe” are often used.
Actual results may be significantly different from the forecasts expressly indicated or implied as “forwardlooking statements” due to known or unknown risks, uncertainties, and other factors. The Tender Offeror
or its affiliate cannot promise that forecasts expressly indicated or implied as “forward-looking statements”
will turn out to be correct. The “forward-looking statements” in this Press Release were prepared based on
information held by the Tender Offeror as of the date of this Press Release and unless obligated by laws orrules of financial products exchange, the Company or its affiliate shall have no obligation to update orrevise such description to reflect such future events or circumstances.
[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 orsolicitation of an offer to sell shares concerning the Tender Offer, but simply as a distribution of information.

62