This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damage arising from the translation.
Securities code: 9099
September 5, 2024
(Date of commencement of measures for electronic provision: August 29, 2024)

To Shareholders with Voting Rights:
Hiromasa Aya
Representative Director, President and Chief
Executive Officer
Chilled & Frozen Logistics Holdings Co., Ltd.
33-8, Wakamatsu-cho, Shinjuku-ku,
Tokyo, JapanNOTICE OF THE CONVOCATION OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the Extraordinary Meeting of Shareholders of Chilled & Frozen Logistics
Holdings Co., Ltd. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information in electronic format (“measures for electronic provision”) and has posted matters subject tomeasures for electronic provision on the following website.
The Company website : https://www.cflogi.co.jp/en/ir/2024/
In addition to the Company’s website, the matters subject to measures for electronic provision are also
posted on the following website.
Tokyo Stock Exchange (TSE) website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show* To view the information, please enter the issue name (Chilled & Frozen Logistics Holdings) or
securities code (9099), and click on “Search,” and then click on “Basic Information” and select“Documents for public inspection/PR information.”

Online convocation service Net de Shoshu: https://s.srdb.jp/9099/ (in Japanese only)
If you are unable to attend the meeting, you may exercise your voting rights via the Internet or inwriting by mail. Please review the Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 6:00 p.m. on Thursday, September 19, 2024.

-1-1. Date and Time:
2. Place:

Friday, September 20, 2024 at 10:00 a.m. (Reception opens at 9:30 a.m.)
Room “Chidori,” 3rd floor, Main building, Hotel Metropolitan Edmont Tokyo
10-8, Iidabashi 3-chome, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Proposal to be resolved:
Share Consolidation
Proposal 1
Partial Amendments to the Articles of Incorporation
Proposal 2
4. Matters Determined for Convocation(1) If neither approval nor disapproval for the proposal is indicated on the voting rights exercise form,
the Company will deem that you indicated your approval for the proposal.
(2) If you exercise your voting rights both via the Internet and in writing, only the vote made via theInternet will be deemed valid.
(3) If you exercise your voting rights multiple times via the Internet, only the most recent vote will bedeemed valid.
●●

When you attend the meeting, please kindly submit the enclosed voting right exercise form at the reception
desk.
If any amendments are made to the matters subject to measures for electronic provision, such amendments will
be posted on the respective websites where the matters are posted.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal and Reference Matters
Share Consolidation
Proposal 1:
1. Purposes and reasons for the share consolidation

As we, Chilled & Frozen Logistics Holdings Co., Ltd. (“we” or the “Company”) announced in the“Notice Concerning Announcement of Opinion (Endorsement and Recommendation for Tender) as toTender Offer for Company Shares by SG Holdings Co., Ltd.,” which was released by the Company on
May 31, 2024 (the “Press Release Expressing the Company’s Opinion”), SG Holdings Co., Ltd. (the“Tender Offeror”) has decided to launch a tender offer (the “Tender Offer”) as part of a transaction (the“Transaction”) aimed at acquiring all the of Company's common shares (the “Company Shares”) listed on
the Prime Market of the Tokyo Stock Exchange, Inc. (the “TSE”) (excluding the treasury shares owned by
the Company) and making the Tender Offeror the sole shareholder of the Company.
As announced in the “Notice of Results of the Tender Offer for the Company Shares by SG Holdings
Co., Ltd. and Changes in Parent Company and Largest Shareholder,” released by the Company on July 13,
2024, the Tender Offeror conducted the Tender Offer from June 3, 2024 to July 12, 2024. As a result, as ofJuly 22, 2024 (the commencement date of settlement of the Tender Offer), the Tender Offeror holds
18,287,006 Company Shares (voting rights holding ratio (Note 1): 84.83%).
(Note 1)

“Voting rights holding ratio” is calculated using as the denominator the number of voting rights(215,571) corresponding to the total number of shares (21,557,194 shares) as of March 31, 2024,
obtained by subtracting the number of treasury shares owned by the Company as of the same date
(4,133,572 shares) from the total number of issued shares (25,690,766 shares) as stated in the“Consolidated Financial Results for the Fiscal Year Ended March 31, 2024” submitted by theCompany on May 9, 2024. The result is rounded to the nearest hundredth.

The Tender Offer was successfully completed as described above. However, since the Tender Offeror
was unable to acquire all of the Company Shares (excluding the treasury shares owned by the Company)
through the Tender Offer, the Tender Offeror requested the Company to implement a share consolidation(the “Share Consolidation”) to make the Tender Offeror the sole shareholder of the Company. Accordingly,
the Company has decided to implement a share consolidation by consolidating 5,000,000 shares of theCompany into 1 share, subject to the approval of the shareholders at the Extraordinary General Meeting of
Shareholders, as described in “(5) Policies on organizational restructuring, etc. after the Tender Offer(matters concerning “two step acquisition”)” in “3. Details of, Grounds and Reasons for Opinion
Concerning Tender Offer” in the Press Release Expressing the Company’s Opinion. As a result of the shareconsolidation, the number of Company Shares held by shareholders other than the Tender Offeror will
become a fractional share less than 1 share.
The details of the purpose and background of the Transaction, including the Share Consolidation, havebeen announced in the Press Release Expressing the Company’s Opinion. However, we would like to once
again provide an outline of the details below.
(1) Proposal from AZ-COM MARUWA Holdings Co., Ltd., Confirmation of Sincerity of Proposal, andHistory of Establishment of Examination System
We received from AZ-COM MARUWA Holdings Co., Ltd. (“Preceding Tender Offeror”) its letterof intent regarding a tender offer on March 21, 2024, for the common shares of the Company (the-3-“Preceding Tender Offer”) as part of a series of transactions (the “Preceding Transaction”) to makethe Company a wholly-owned subsidiary of the Preceding Tender Offeror (the “Preceding Proposal”),
and have commenced the examination of the Preceding Proposal.
Specifically, as described in “(3) Measures to ensure the fairness of the Transaction and measures
to avoid conflicts of interest” in “3. Matters concerning the appropriateness of the provisions regarding
the matters listed in Article 180, Paragraph 2, Items 1 and 3 of the Companies Act” below, theCompany retained QuestHub Co., Ltd. (“QuestHub”) as a financial advisor independent from all of
the Preceding Tender Offeror, the Company and the success or failure of the Preceding Transaction,
TMI Associates as a legal advisor independent from all of the Preceding Tender Offeror, the Company
and the success or failure of the Preceding Transaction, and Plutus Consulting Co., Ltd. (“Plutus”) as
the third-party calculation organization independent from all of the Preceding Tender Offeror, theCompany, and the success or failure of the Preceding Transaction, each in mid-April 2024.
Also, based on the advice by QuestHub and TMI Associates, the Company judged the Preceding
Proposal made by the Preceding Tender Offeror as a “bona fide offer that is specific, rationale ofpurpose, and feasible” under the “Guidelines for Corporate Takeovers” published on August 31, 2023
by the Ministry of Economy, Trade and Industry (the “Guidelines for Corporate Takeovers”)
considering the contents of the Preceding Proposal and the “Notice Concerning Plans to Commence
Tender Offer for the Shares of Chilled & Frozen Logistics Holdings Co., Ltd. (Code 9099)” dated
March 21, 2024 by the Preceding Tender Offeror (the “Notice of Plans of Preceding Tender Offeror”).
Then the Company established, upon the resolution at the Board of Directors’ meeting on April 1,
2024, a special committee (the “Special Committee”), in order to conduct examinations andnegotiations regarding the Preceding Transaction and any sincere counter transactions to the Preceding
Transaction (such sincere counter proposal(s) to the Preceding Transaction is hereinafter referred toas the “Counter Proposal(s),” the offerors making these counter proposals as “Counter Offerors,” andany transaction related to the Counter Proposal(s) as “Counter Transaction”) from the standpoint ofbeing independent from all of the Preceding Tender Offeror, the Company and the success or failureof the Preceding Transaction. The committee consists of six (6) members: i.e., Mr. Nobuyuki Takagi(Chairman of the Special Committee, an independent outside director who is an Audit and Supervisory
Committee member), Mr. Akihiro Mizutani (an independent outside director), Mr. Takeshi Tanaka (anindependent outside director), Ms. Shiho Tachi (an independent outside director who is an Audit andSupervisory Committee member, and an attorney-at-law), Mr. Shiro Toba (an independent outside
director who is an Audit and Supervisory Committee member, and a certified public accountant) andMr. Yoshiyuki Wada (an external expert, President of KIC Corporation, and a certified public
accountant). The Special Committee is expected to supervise the market check process and compare
the Preceding Proposal with Counter Proposals, and it was considered beneficial to include a personwith advanced knowledge and experience in M&A and organizational restructuring, etc., in theCommittee. Although Mr. Yoshiyuki Wada is not a director of the Company, he was appointed as amember of the Special Committee due to his extensive expertise and knowledge in M&A,
organizational restructuring, financial condition improvement, and other relevant areas, as well as his
experience as a certified public accountant who has served as a member of many independent
investigation committees related to corporate valuation. The Board of Directors of the Company
consult with, and sought for the advices of, the Special Committee on the following matters(collectively, the “Matters of Inquiry”): (a) what opinion our Board of Directors should express on thePreceding Tender Offer, (b) whether the Preceding Transaction should not be considereddisadvantageous to our minority shareholders, (c) what opinion our Board of Directors should express
on the Counter Proposal in the event that any Counter Proposal is made by a Counter Offeror, and-4-whether the Counter Transaction should not be considered disadvantageous to our minority
shareholders. Regarding Matter (c) of the Matters of Inquiry, we included this matter because,
considering the fact that the proposal related to the Preceding Transaction was made to us in a form
that was publicly announced via press release of the Notice of Plans of Preceding Tender Offers, weconsidered it necessary to prepare for the possibility that a third-party would appear as a Counter
Offeror after confirming the contents of the same press release.
Also, in establishing the Special Committee, our Board of Directors resolved the following: (a) The
Special Committee may, if it deems necessary, by a majority vote of its members, prescribe theselection of the Chairman and other matters relating to the administration of the Special Committee;(b) The Special Committee may, at the Company’s expense, conduct surveys of the Preceding
Transaction and Counter Transaction(s). This includes questioning and seeking explanations andadvice from our officers, employees or the advisers related to the Preceding Transaction or the Counter
Transactions, on matters necessary for the consideration of these Matters of Inquiry; (c) The Special
Committee may: (i) Order the Company to convey any proposal or other comment or inquiry madeon an ad hoc basis by the Special Committee, to the parties related to the transactions (including, but
not limited to, the Preceding Tender Offeror and the Counter Offerors, and also including officers andemployees related to the Preceding Transaction and the Counter Transactions and advisors related to
the Preceding Transaction and the Counter Transactions; hereinafter the same shall apply in thisparagraph (c)), and (ii) Order the Company to request to establish an opportunity where the Special
Committee should consult and negotiate with the parties involved in the transactions, and even if theSpecial Committee does not request the establishment of such an opportunity, the Company shallpromptly report to the Special Committee on the content of any discussions or negotiations, if any,
with any party involved in the transactions, and the Special Committee may express its views and givenecessary instructions and requests on the direction of the negotiations with the parties involved in
the transactions, considering such report(s); (d) In the event that the recommendation to be set out inthe recommendation report is not unanimously agreed upon in the Special Committee, the conclusionof the recommendation approved by a majority of the members of the Special Committee shall be thecontents of the recommendation report, provided, however, that any member who has any otherwise
view on all or part of such contents may request that his or her view be stated in the recommendation
report; that (e) For the convenience of the proceedings, even if any officers or employees of theCompany or any advisors to the Company for the Preceding Transactions or the Counter Transactions
are attending to a meeting of the Special Committee, the Special Committee may order such attendees
to leave as needed; and (f) If the Special Committee deems it necessary, the Special Committee may
appoint its own advisors, such as attorneys, calculation organizations, certified public accountants,
etc., at the Company’s expense; the Special Committee may also appoint or request a change ofadvisors to the Company for the Preceding Transaction or the Counter Transactions, and may givenecessary instructions to such advisors.
In addition, as described in “② Establishment of an Independent Special Committee andAcquisition of a Recommendation Report from the Special Committee” in “(3) Measures to ensure
the fairness of the Transaction and measures to avoid conflicts of interest” in “3. Matters concerning
the appropriateness of the provisions regarding the matters listed in Article180, Paragraph 2, Items 1
and 3 of the Companies Act” below, the Special Committee has approved the Company's appointmentof QuestHub as the financial advisor, TMI Associates as the legal advisor, and Plutus as the third-party
calculation organization. Also, as described in “② Establishment of an Independent Special
Committee and Acquisition of a Recommendation Report from the Special Committee” in “(3)Measures to ensure the fairness of the Transaction and measures to avoid conflicts of interest” in “3.

-5-Matters concerning the appropriateness of the provisions regarding the matters listed in Article 180,
Paragraph 2, Items 1 and 3 of the Companies Act” below, the Special Committee appointed Nagashima
Ohno & Tsunematsu as its own legal advisor and YAMADA Consulting Group Co., Ltd. (“YamadaCG”) as its own independent financial advisor and third-party calculation organization, based on theauthority mentioned above in early April 2024.
(2) History of Examinations and Negotiations
On April 3, 2024, we held an interview with the Preceding Tender Offeror (the “Interview on April3”) and received an explanation from the Preceding Tender Offeror concerning the contents of thePreceding Proposal (in the Interview on April 3, no explanation was given by the Preceding Tender
Offeror except for the contents of the Preceding Proposal that had been publicly announced).
Subsequently, as announced in our “Notice Concerning Sending the List of Inquiries as to Scheduled
Commencement of Tender Offer for the Company’s Stock by AZ-COM MARUWA Holdings Inc.” onApril 10, 2024, the Board of Directors of the Company consulted with the Special Committee, andsent a list of inquiries (the “Questionnaire dated April 10”), requesting information deemed necessary
for our sincere consideration of the Preceding Proposal to the Preceding Tender Offeror (in the
Questionnaire dated April 10, our Board of Directors requested the Preceding Tender Offeror toprovide information on the schedule and scheme of the Preceding Transaction, the process leading up
to the implementation of the Preceding Proposal, the handling of Company Shares held by Mr. Masaru
Wasami, President and CEO of the Preceding Tender Offeror, the specific details of the synergies anddyssynergies in the Preceding Transaction and their economic impact, as well as the Preceding Tender
Offeror's financial risks and governance system after the Preceding Transaction). The Preceding
Tender Offeror provided a reply to the Questionnaire dated April 10 (the “Reply dated April 12”) on
April 12, 2024. In addition, as announced in the “Notice Concerning Sending the List of Additional
Inquiries as to Scheduled Commencement of Tender Offer for Company’s Stock by AZ-COM
MARUWA Holdings Inc.” dated April 19, 2024, based on the contents of the Reply dated April 12,
we consulted with the Special Committee and sent to the Preceding Tender Offeror the “Second
Inquiries List” to request additional information deemed necessary for our consideration, etc. as to thePreceding Proposal (hereinafter referred to as the “Question Letter dated April 19”). In this Question
Letter, the Board of Directors requested further information on the schedule, scheme, and transaction
terms of the Preceding Proposal, a factual understanding of the circumstances of the Preceding
Proposal, the acquisition of the Company Shares held by Mr. Masaru Wasami, President and CEO of
AZ-COM MARUWA Holdings, Inc., as well as information on synergies, dyssynergies, and financial
risks of AZ-COM MARUWA Holdings, Inc. after the Preceding Transaction. And, we received ananswer to the Question Letter dated April 19 from the Preceding Tender Offeror on April 23, 2024
(the “Reply dated April 23”). Subsequently, on April 24, 2024, the Special Committee held aninterview with the Preceding Tender Offeror (the “Interview on April 24”) and received an oral
explanation from the Preceding Tender Offeror on matters that the Special Committee considerednecessary for the consideration, etc. of the Preceding Proposal.
Following the receipt of the Preceding Proposal from the Preceding Tender Offeror, we received
expressions of interest in acquiring the Company from multiple strategic buyers and investment funds
including the Tender Offeror. In light of this situation, and in order to seek the best option forenhancing our corporate value and the common interests of our shareholders, in accordance with the“Guidelines for Corporate Takeovers.” , as a market check, in early April 2024, we requested
companies that had directly expressed an interest in us, as well as those that had approached us withproposals through QuestHub, to submit letters of intent. As of April 9, 2024, we received nine non--6-

legally binding preliminary letters of intent from strategic buyers and investment funds (not including
the Preceding Tender Offeror; hereinafter referred to as the “Initial Offerors”), regarding potential
partnerships aimed at enhancing the Company’s long-term corporate value, as counter proposals to
the Preceding Proposal. Therefore, the Company conducted a thorough examination of the abovementioned preliminary letters of intent submitted by the Initial Offerors from the perspectives of theterms and conditions of the transactions stated therein, the understanding of the Company as expressedin the same letter of intent, the potential of the candidate to contribute to our medium- to long- term
growth, the expected synergies of the candidate becoming a partner of the Company, and the
management policy after the Counter Transaction. As a result, among the Initial Offerors, theCompany selected four strategic buyers and investment funds whose purchase prices per share of theCompany Shares in the initial proposal were higher than that proposed by the Preceding Tender
Offeror, and who were relatively highly evaluated in terms of their understanding of the Company andstrategic measures for improving our corporate value in the medium- to long- term. Then, on April
15th, 2024, the Company invited such Initial Offerors to participate in the due diligence process forthe consideration of the counter proposal. Although we informed the Preceding Tender Offeror in the
Questionnaire dated April 10 that we were prepared to cooperate with its due diligence, we have notresponded to the due diligence by the Preceding tender Offeror because the Preceding Tender Offeror
indicated no intention to conduct due diligence in the Reply dated April 12. In addition, for the purposeof fully and sincerely considering the Preceding Proposal and the counter proposals to the Preceding
Proposal received from the Initial Offerors, the Company and the Special Committee sent a “Request
Letter” to the Preceding Tender Offeror on April 24, 2024, requesting the Preceding Tender Offeror topostpone the commencement of the Preceding Tender Offer until at least the end of May 2024, as weannounced in the “Notice of Submission of a Request Letter for Postponement of the Tender Offer to
AZ-COM MARUWA Holdings Inc.” dated April 24, 2024.
Thereafter, by May 1, 2024, we received legally binding proposals (collectively, the “Counter
Proposals”) from the four strategic buyers and investment funds (collectively, the “Counter Offerors”),
among the Initial Offerors, that we invited to participate in the due diligence process. In the course ofcomparing and examining the Counter Proposals and the Preceding Proposal, we found that the Tender
Offeror’s proposed price of 5,740 yen per share was the highest among the Preceding Tender Offeror
and the Counter Offerors. Although the Tender Offeror requested additional due diligence, we
considered the Tender Offeror to be superior to the other Counter Offerors and the Preceding Tender
Offeror, in terms of both probability of completion of the transaction and strategies and measures for
improving corporate value in the medium to long term. On May 9, 2024, we selected the Tender
Offeror as a candidate for the bidder of the Company Shares, and notified the Tender Offeror to that
effect and that we would provide the Tender Offeror with an additional opportunity for due diligence.
Since then, the Company and the Tender Offeror have engaged in continuous discussions andnegotiations toward the implementation of the Transaction. Specifically, in mid-May 2024, we
provided the Tender Offeror with the opportunity for additional due diligence as requested, and on
May 22, 2024, we received a notice from the Tender Offeror stating that the proposed price of theTender Offer would not be changed even after the implementation of the additional due diligence.
Based on the above developments, the Company carefully examined and discussed whether theTransaction, including the Tender Offer, would contribute to the enhancement of the Company’s
corporate value and whether the terms and conditions of the Transaction, including the purchase priceper share of the Company Shares in the Tender Offer (the “Tender Offer Price”), were appropriate.
As a result, the Company has concluded that the Transaction will contribute to the enhancement of
the Company’s corporate value as described below.

-7-

To explain the details, after the Transaction, the Company aims to realize and implement synergies
and measures such as: (1) utilizing the Tender Offeror’s Group's sales structure and customer base;(2) improving the efficiency of cold chain logistics (Note 2); (3) strengthening international andoverseas services; (4) expanding medical-related fields; and (5) incorporating in-house logistics forfood processing manufacturers. These objectives are outlined in “② Background, Purpose andDecision-Making Process Leading to the Tender Offeror’s Decision to Conduct the Tender Offer”
under “(2) Grounds and Reasons for Opinion Concerning Tender Offer” within “3. Details of, Grounds
and Reasons for Opinion Concerning Tender Offer” in the Press Release Expressing the Company’s
Opinion. Through these initiatives, the Transaction is expected to significantly contribute to solving
the urgent management issues faced by the Company such as addressing the so-called “2024 Logistics
Problem (the “2024 Problem”), an industry-wide concern about transportation capacity shortages dueto the upper limit on overtime hours in automobile driving operations (effective from April 1, 2024),
as well as improving the efficiency of logistics networks. The Transaction will also contribute toachieving the third medium-term business plan and expanding the EC-related logistics business,overseas business, and other businesses requiring low-temperature management, which we position
as growth fields, as well as strengthening existing businesses centered on the joint delivery business.
In addition, the Transaction is expected to gain the understanding of the Company's major customers,
including food wholesalers and wholesalers, and the risk of defection by the Company’s major
customers is considered to be extremely limited. Due to these reasons, the Company has determinedthat the Transaction should contribute to its medium- to long-term growth and the improvement of its
corporate value.
(Note 2) “Cold chain” refers to low-temperature logistics to maintain the quality of frozen and refrigerated
cargo.

In addition, as described in “② Matters concerning the method of treatment of fractional shares,
the amount of money expected to be delivered to shareholders as a result of such treatment, and thereasonableness of such amount, under (2) Grounds, etc. for the amount of money expected to bedelivered to shareholders as a result of the treatment of fractional shares pertaining to the shareconsolidation” in “3. Matters concerning the appropriateness of the provisions regarding the matterslisted in each Item of Article 180, Paragraph 2, Items 1 and 3 of the Companies Act,” the Company
has determined that the Tender Offer Price of 5,740 yen per share is a reasonable price for theCompany’s ordinary shareholders and the Tender Offer will provide the Company’s ordinary
shareholders with a reasonable opportunity to sell the Company Shares at a price with an appropriate
premium.
In general, the disadvantages of going private include being unable to raise funds through equity
financing from the capital markets and being unable to enjoy the benefits the company could haveenjoyed as a listed company, such as improving the corporate name recognition and social credibility.
In terms of financing, however, given our current financial condition and the recent low interest rateenvironment in indirect financing, it is possible to secure funds through our own funds and borrowing
from financial institutions, and at least for the time being there is no need to do so. Moreover, we
believe that the disadvantages associated with going private in the Company will be limited because
we are able to realize the improvement of name recognition and social credibility through sincere
business operations.
In light of these factors, at the Board of Directors meeting held on May 31, 2024, the Company
expressed its opinion endorsing the Tender Offer and also resolved to recommend that shareholdersof the Company tender their Company Shares to the Tender Offer. On the other hand, since thePreceding Tender Offer is in an alternative relationship with the Tender Offer, for which the Board of-8-

Directors resolved to express its endorsement and to recommend that the Company Shares be tendered
to the Tender Offer, the Board of Directors has also resolved to express its opposition to the Preceding
Tender Offer. For details of the resolution, please refer to the “Notice Concerning Announcement of
Opinion (Opposition) as to Tender Offer for Company Shares by AZ-COM MARUWA Holdings Inc.”
announced by the Company on May 31, 2024.
2. Matters listed in each item of Article 180, Paragraph 2 of the Companies Act(1) Ratio of consolidation
5,000,000 Company Shares will be consolidated into 1 Company Share(2) Date on which the Share Consolidation takes effect (effective date)
October 11, 2024
(3) Total number of shares authorized to be issued as of the effective date
16 shares
3. Matters concerning the appropriateness of the provisions regarding the matters listed in each Item of
Article 180, Paragraph 2, Items 1 and 3 of the Companies Act
As for the ratio of consolidation in the Share Consolidation, 5,000,000 Company Shares will beconsolidated into 1 Company Share. The Company has determined that the ratio of consolidation in the
Share Consolidation is appropriate because the Share Consolidation is intended to make the Tender
Offeror the sole shareholder of the Company, the Tender Offer conducted as part of the Transaction has
been completed through the process described in “1. Purposes and reasons for the Share Consolidation”
above, and the following matters.
(1) The method of treatment of fractional shares and the amount of money expected to be delivered toshareholders as a result of such treatment① Whether the treatment will be implemented under Article 235, Paragraph 1 of the Companies Act
or Article 234, Paragraph 2 of the same Act as applied mutatis mutandis pursuant to Article 235,
Paragraph 2 of the same Act; and the reasons therefor
As described in “1. Purposes and reasons for the Share Consolidation” above, as a result of the
Share Consolidation, the number of Company Shares held by shareholders other than the Tender
Offeror will be reduced to fractions of less than 1 share. For any fractional shares resulting from the
Share Consolidation, the Company will sell the number of shares equivalent to the total sum of thefractional shares (with any fractions in the total sum rounded off) and deliver the proceeds from thesale to the shareholders in proportion to their respective fractional shares.
Regarding such sale, considering that the Share Consolidation will be implemented as part of theTransactions intended to make the Tender Offeror the sole shareholder of the Company, and that thepossibility of purchasers appearing at auction is low since the Company Shares are to be delisted on
October 9, 2024, resulting in no market price, the Company plans to sell the fractional shares to theTender Offeror with the permission of the court, according to the provisions of the Article 234,
Paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended; the same shall apply hereinafter)
as applied mutatis mutandis pursuant to the Article 235, Paragraph 2 of the same Act.
In this case, if the court permission is obtained as scheduled, the sale amount will be set at a pricesuch that each shareholder will receive a cash amount equivalent to the number of the Company
Shares held by the shareholder multiplied by 5,740 yen, the same amount as the Tender Offer Price.
However, the actual amount to be delivered may differ from the above amount in cases where-9-permission of the court cannot be obtained or where fractional adjustments are required in thecalculation.
② Name of the prospective purchaser of shares to be sold
SG Holdings Co., Ltd.
③ Method for the prospective purchaser to secure funds for payment of the sale proceeds and theappropriateness of such method
The Tender Offeror plans to fund the acquisition of the Company Shares equivalent to the total
number of fractional shares resulting from the Share Consolidation with its cash and cash equivalents
and by borrowing from MUFG Bank, Ltd. (“MUFG Bank”). The Company has verified the Tender
Offeror’s method of securing funds by reviewing the certificate of deposit balance as of May 31,
2024 and the loan certificate dated May 31, 2024 regarding the loan from MUFG Bank, both of whichwere submitted as attachments to the Tender Offer Registration Statement for the Tender Offer.
According to the Tender Offeror, no events have occurred that may hinder the payment of proceedsfrom the sale of Company Shares equivalent to the total number of fractional shares resulting fromthe Share Consolidation, and the Tender Offeror does not anticipate any risk of such events occurringin the future.
Accordingly, the Company has determined that the Tender Offeror’s method of securing funds forthe payment of the proceeds from the sale of shares corresponding to fractional shares is appropriate.
④ Expected timing of sale and delivery of proceeds from the sale to shareholders
After the Share Consolidation becomes effective, the Company plans to file a petition with thecourt in early November 2024, according to the provisions of the Article 234, Paragraph 2 of theCompanies Act, as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the same Act,seeking permission to sell the Company Shares equivalent to the total number of fractional shares
resulting from the Share Consolidation. While the timing of obtaining such permission may varydepending on the circumstances of the court or other factors, the Company expects to, with thepermission of the court, sell such Company Shares in early December 2024, and then make thenecessary preparations to deliver the proceeds from such sale to the Company’s shareholders, anddeliver the proceeds to the Company’s shareholders around late January 2025. Considering the periodof time required for the series of procedures for the sale from the effective date of the Share
Consolidation, the Company has determined that the Company Shares equivalent to the total numberof fractional shares resulting from the Share Consolidation will be sold and the proceeds from such
sale will be delivered to the shareholders at the respective times as described above.
The proceeds of such sale will be delivered to each shareholder listed in the final shareholder
register of the Company as of October 10, 2024, the day before the effective date of the Share
Consolidation, in accordance with the method of delivery of dividend property by the Company.
(2) Grounds, etc. for the amount of money expected to be delivered to shareholders as a result of thetreatment of fractional shares pertaining to the share consolidation① Matters to be considered so as not to impair the interests of shareholders other than the parent
company, etc. in cases where the parent company, etc. exists
The Tender Offeror and the Company have considered the fact that the Tender Offer is part of theTransaction intended to make the Company a wholly-owned subsidiary of the Tender Offeror, and- 10 -

that the Transaction, including the Tender Offer, will be made as a counter proposal to the Preceding
Proposal following a market check by the Company. Accordingly, measures have been taken to ensure
the fairness of the Tender Offer Price, eliminate arbitrariness in the decision-making process leading
to the Tender Offer, and ensure its fairness and transparency. These measures are described in “(3)Measures to ensure the fairness of the Transaction and measures to avoid conflicts of interest” below.
② Matters concerning the method of treatment of fractional shares, the amount of money expected to
be delivered to shareholders as a result of such treatment, and the reasonableness of such amountIn the Share Consolidation, as described in “① Whether the treatment will be implemented under(i) Article 235, Paragraph 1 of the Companies Act or (ii) Article 234, Paragraph 2 of the same Act asapplied mutatis mutandis pursuant to Article 235, Paragraph 2 of the same Act; and the reasons
therefor” under “(1) The method of treatment of fractional shares and the amount of money expected
to be delivered to shareholders as a result of such treatment,” within “3. Matters concerning theappropriateness of the provisions regarding the matters listed in each Item of Article 180, Paragraph2, Items 1 and 3 of the Companies Act,” the Company plans to deliver to shareholders an amount ofmoney equivalent to the number of Company Shares held by shareholders multiplied by 5,740 yen,
the same amount as the Tender Offer Price.
The Company has determined that the Tender Offer will provide the Company’s shareholders witha reasonable opportunity to sell their shares, based on the fact that the Tender Offer Price has been
determined to be appropriate for the following reasons:(i) The Tender Offer Price was the highest in comparison with the tender offer price in the Preceding
Tender Offer and the stock valuations and tender offer prices presented by the Counter Offerors;(ii) The Tender Offer Price was the price agreed upon between the Company and the Tender Offeror,
with the substantial involvement of the Special Committee after sufficient measures have been takenby the Company to ensure the fairness of the terms and conditions of the Transaction, including theTender Offer Price, as described in “(3) Measures to ensure the fairness of the Transaction andmeasures to avoid conflicts of interest” below;(iii) The Tender Offer Price exceeds the range of the value calculation results of the Company Sharescalculated and received from Plutus (the “Share Valuation Report (Plutus)”), as stated as describedin “① Procurement of a share valuation report from an independent third-party calculation
organization retained by the Company” in “(3) Matters Regarding the Calculation” within “3. Detailsof, Grounds and Reasons for Opinion Concerning Tender Offer” in the Press Release Expressing theCompany’s Opinion. Plutus calculated them using the market price method, the method ofcomparison with similar companies, and the discounted cash flow method (the “DCF method”);(iv) The Tender Offer Price adds a premium of 181% (rounded to the nearest whole number after thedecimal point. The same applies in calculating each premium rate herein) to 2,041 yen, which was
the closing price of the Company Shares on the TSE on March 21, 2024, immediately before theannouncement of the Preceding Transaction by the Preceding Tender Offeror, which triggered
fluctuations in the Company Share’s price. The price also includes a premium of 199% over thesimple average of closing prices for the past 1 month of 1,919 yen (rounded off to the nearest whole
number. The same applies in the calculation of the simple average of closing prices herein), a
premium of 232% over the simple average of closing prices for the past 3 months of 1,729 yen, anda premium of 267% over the simple average of closing prices for the past 6 months of 1,565 yen.
This indicates that the price has been granted a superior premium level compared to similartransactions in the past, considering premium levels in 60 cases of similar transactions (median: 34%- 11 -

and average: 46% compared to the previous day’s closing price, median: 38% and average: 48%
compared to the average closing prices of the past 1 month up to and on the previous day, median:
41% and average: 52% compared to the average closing prices of the past 3 months up to and on theprevious day, and median 45% and average 54% compare to the average closing prices of the past 6months up to and on the previous day). The comparison is based on similar cases of tender offers thatwere successfully completed by May 21, 2024, among those publicly announced on or after June 28,
2019, which is the publication date of the “Fair M&A Guidelines” formulated by the Ministry of
Economy, Trade and Industry. (However, among such successfully completed tender offers, only
examples of those with the premise of going private by a third party, targeting domestic listedcompanies (excluding those on the Tokyo Pro Market) where the tender offeror owned less than
20.00% of voting rights before the tender offer, are considered. This excludes cases of tender offers
for treasury stock, so-called discount tender offers and management buy-out (MBO) (Note 3)transactions);(v) In the Transaction, the period for the tender offer (the “Tender Offer Period”) is set at 30 businessdays to ensure that ordinary shareholders have the opportunity to make appropriate decisions
regarding applications for the Tender Offer;(vi) In the squeeze-out procedures (the “Squeeze-Out Procedures”; a series of procedures to be
implemented to take the Company Shares private after the settlement commencement date if theTender Offeror comes to hold two-thirds (2/3) or more of the voting rights of all shareholders of theCompany as a result of the Tender Offer; the same shall apply hereinafter), the amount of money tobe delivered to shareholders will be calculated to be equal to the amount obtained by multiplying theTender Offer Price by the number of Company Shares owned by each shareholder (excluding theCompany and the Tender Offeror). Therefore, the Company will ensure that ordinary shareholders
have the opportunity to make an appropriate decision on whether or not to apply for the Tender Offer,
and will take care not to create coercive forces; and(vii) The Tender Offer Price and other terms and conditions of the Tender Offer are deemed to beappropriate in the recommendation report obtained from the Special Committee (the “Report”) as
described in “② Establishment of an independent special committee at the Company and acquisitionof a recommendation report from the Special Committee” under “(3) Measures to ensure the fairnessof the Transaction and measures to avoid conflicts of interest” below.
(Note 3) “Management buy-out (MBO)” means a transaction in which the tender offeror makes atender offer based on an agreement with the target company’s officers and shares common
interests with the target company’s officers.

At the Board of Directors meeting held on May 31, 2024, the Company expressed its opinion
endorsing the Tender Offer and also resolved to recommend that shareholders of the Company tendertheir Company Shares to the Tender Offer. Subsequently, up to the date of the Board of Directors
meeting on August 22, 2024, at which the resolution was passed to convene the Extraordinary General
Meeting of Shareholders, the Company has confirmed that there have been no material changes tothe terms and conditions underlying its decision regarding the Transaction.
Based on the above, the Company has determined that the amount of money expected to bedelivered to shareholders as a result of the treatment of fractional shares is reasonable.
③ Disposition of significant assets, assumption of material liabilities, or other events with a significant
impact on the status of the Company’s assets that occurred after the last day of the most recent fiscalyear- 12 -

As described in “1. Purposes and reasons for the Share Consolidation” above, the Tender Offeror
conducted the Tender Offer from June 3, 2024 to July 12, 2024, which resulted in the Tender Offeror
owning 18,287,006 Company Shares as of July 22, 2024 (the commencement date of settlement of
the Tender Offer).
In addition, on August 22, 2024, the Company’s Board of Directors resolved to cancel 4,020,672
treasury shares (corresponding to all of the treasury shares owned as of July 31, 2024) as of October
10, 2024. Such cancellation of treasury shares is subject to the approval of the proposal for the Share
Consolidation at the Extraordinary General Meeting of Shareholders as originally proposed.
(3) Measures to ensure the fairness of the Transaction and measures to avoid conflicts of interest
The Tender Offeror and the Company have considered the fact that the Tender Offer is part of theTransaction intended to make the Company a wholly-owned subsidiary of the Tender Offeror, and that
the Transaction, including the Tender Offer, will be made as a counter proposal to the Preceding Proposal
following a market check by the Company, and, accordingly, have taken the following measures toensure the fairness of the Tender Offer Price, eliminate arbitrariness in decision-making process leading
to the Tender Offer, and ensure its fairness and transparency.
The statements below regarding measures taken by the Tender Offeror are based on the explanation
received from the Tender Offeror.
① Procurement of share valuation reports from an independent financial advisor and third-party
calculation organization by the Tender Offeror
In determining the Tender Offer Price, the Tender Offeror engaged Daiwa Securities Co. Ltd.
(“Daiwa Securities”), a financial advisor, as a third-party calculation organization independent of theTender Offeror, the Company and Preceding Tender Offeror, to evaluate the value of the Company
Shares.
Daiwa Securities considered various share valuation methods to determine the value of theCompany Shares. Based on the belief that it is appropriate to evaluate the value of the Company’s
shares from multiple perspectives on the assumption that the Company is a going concern, Daiwa
Securities employed the market share price method, which takes into account trends in the Company’smarket stock prices; the comparable listed companies method, as there are several listed companies
comparable to the Company, making it possible to infer the Company share value throughcomparison; and the DCF Method, which reflects the future business activities and conditions in thevaluation. Using these methods, Daiwa Securities calculated the value of the Company Shares, andthe Tender Offeror received a share value calculation report (the “Share Valuation Report (Daiwa
Securities)”) from Daiwa Securities on May 30 2024. Daiwa Securities does not fall under the
category of a related party of the Tender Offeror, the Company or the Preceding Tender Offeror, andhas no material interest in the Tender Offer. In addition, the Tender Offeror believes that sufficientconsideration has been given to the interests of the Company’s minority shareholders in considerationof the implementation of other measures by the Company to ensure fairness related to the Transaction
and measures to avoid conflicts of interests. Therefore, the Tender Offeror has not obtained a fairness
opinion regarding the fairness of the Tender Offer Price from Daiwa Securities.
For details of the Share Valuation Report (Daiwa Securities) obtained by the Tender Offeror from
Daiwa Securities, please refer to “③ Procurement of a share valuation report from an independent
third-party calculation organization by the Tender Offeror” under “(3) Matters Regarding the- 13 -

Calculation” within “3. Details of, Grounds and Reasons for Opinion Concerning Tender Offer” in
the Press Release Expressing the Company’s Opinion.
② Establishment of an independent special committee at the Company and acquisition of arecommendation report from the Special Committee
As described in “1. Purposes and reasons for the Share Consolidation” above,” the Company
established the Special Committee by resolution of its Board of Directors’ meeting on April 1, 2024.
The Company confirmed that the candidates for membership of the Special Committee are
independent from the Preceding Tender Offeror and the Company, and that they do not have any
material interest in the success or failure of the Preceding Transaction, which differs from that of theordinary shareholders. Based on the results of hearing opinions from five independent outside
directors of the Company and approaching them for their appointment, the Company appointed Mr.
Nobuyuki Takagi (Chairman of the Special Committee, an independent outside director who is an
Audit and Supervisory Committee member), Mr. Akihiro Mizutani (an independent outside director),
Mr. Takeshi Tanaka (an independent outside director), Ms. Shiho Tachi (an independent outside
director who is an Audit and Supervisory Committee member, and an attorney-at-law), Mr. Shiro
Toba (an independent outside director who is an Audit and Supervisory Committee member, and acertified public accountant) and Mr. Yoshiyuki Wada (an external expert, president of KIC
Corporation and a certified public accountant). The members of the Special Committee haveremained unchanged since its establishment. Each member of the Special Committee will be paid afixed amount of compensation as consideration for their duties, regardless of the content of theirreport. This compensation does not include a success fee contingent upon the completion of theTransaction.
The Special Committee is expected to supervise the market check process and compare thePreceding Proposal with Counter Proposals, and it was considered beneficial to include a person withadvanced knowledge and experience in M&A and organizational restructuring, etc., in the Committee.
Although Mr. Yoshiyuki Wada is not a director of the Company, he was appointed as a member of
the Special Committee due to his extensive expertise and knowledge in M&A, organizational
restructuring, financial condition improvement, and other relevant areas, as well as his experience asa certified public accountant who has served as a member of many independent investigationcommittees related to corporate valuation.
In implementing the recommendation on the Matters of Inquiry, the Special Committee held a totalof 12 meetings between April 3, 2024 and May 31 of the same year, with all six members present at
each meeting. The meetings were held for a total of approximately 16 hours. At each meeting,reporting, information sharing, deliberations, and decision-making took place. In addition, between
meetings, opinions were exchanged via e-mail and other means, and the Matters of Inquiry were
carefully discussed and considered.
In connection with such consideration, the Special Committee appointed Nagashima Ohno &Tsunematsu as its own legal advisor and Yamada-CG as its own independent financial advisor andthird party calculation organization on April 3, 2024, after confirming that there were no problems
with their expertise and independence from the Preceding Tender Offeror and the Company.
Subsequently no problems with their independence from the Counter Offerors, including the Tender
Offeror, were confirmed.
Based on the foregoing, the Special Committee, while receiving advice from Yamada-CG andNagashima Ohno & Tsunematsu from time to time, examined the Matters of Inquiry by reviewing- 14 -

the materials and documents received from the Preceding Tender Offeror, Counter Offerors including
the Tender Offeror, and the Company’s management, as well as having interviews with each of thePreceding Tender Offeror and the Counter Offerors, including the Tender Offeror. Additionally, theSpecial Committee received reports from the Company’s management on a timely basis regarding
the process and content of discussions and negotiations between the Company’s management and thePreceding Tender Offeror and between the Company’s management and the Counter Offerors,
including the Tender Offeror. At the same time, the Special Committee discussed the consultationand negotiation policies that the Company should take and expressed its opinions to the Company’s
management multiple times. Through such activities, the Special Committee was substantiallyinvolved in carrying out the Company’s market check process and communications with thePreceding Tender Offeror.
As a result of the above-mentioned developments, the Special Committee, after careful discussion
and consideration regarding the Matters of Inquiry as stated above, submitted the Report to the Boardof Directors of the Company on May 31, 2024, with the unanimous consent of all members. The
Report is summarized as follows:(i) Contents of recommendation report
The Board of Directors of the Company should express its opinion endorsing the Tender Offerand resolve to recommend that shareholders of the Company tender their Company Shares to theTender Offer. The Tender Offer is not disadvantageous to minority shareholders of the Company.
(Report on Matter (c) of the Matters of Inquiry.)
Since the Preceding Tender Offer has an alternative relationship with the Tender Offer, for which
the Board of Directors resolved to express its endorsement and to recommend that the Company
Shares be tendered to the Tender Offer, the Board of Directors should express its opposition to thePreceding Tender Offer and request that the Company’s shareholders not tender their shares to thePreceding Tender Offer. (Report on Matter (a) of Matters of Inquiry.) Regarding whether thePreceding Tender Offer is disadvantageous to minority shareholders of the Company, since theTender Offer, which is more advantageous to minority shareholders than the Preceding Tender
Offer, will be implemented, it must be concluded that the Preceding Tender Offer isdisadvantageous. (Report on Matter (b) of Matters of Inquiry.)(ii) Consideration(a) Consideration of the Tender Offera) To examine whether the Transaction will contribute to the enhancement of the corporate
value of the Company
The Special Committee reviewed the materials and documents submitted by the Tender
Offeror and the Company’s management, and held an interview with the Tender Offeror on
May 8, 2024. The Special Committee confirmed the Tender Offeror’s assessment of theCompany, the significance and purpose of the Transaction, the policy for realizing synergies
and synergies from the Transaction, and the possibility of dyssynergies from the Transaction
or damage to the Company’s corporate value, as described in “② Background, Purpose andDecision-Making Process Leading to the Tender Offeror’s Decision to Conduct the Tender
Offer” under “(2) Grounds and Reasons for Opinion Concerning Tender Offer” within “3.
Details of, Grounds and Reasons for Opinion Concerning Tender Offer” in the Press Release
Expressing the Company’s Opinion.

- 15 -

In addition, the Special Committee examined each of the materials and documents
submitted by the Company’s management, received reports from the Company’s managementfrom time to time, and confirmed its recognition of the Company’s urgent management issues,
the significance and purpose of the Transaction, the expected synergies from the Transaction,and the assessment of the potential disadvantages and dyssynergies associated with theTransaction. These points are described in “④ Process and Reasons for Decision-Making that
led to the Company’s endorsement to the Tender Offer” in “(2) Grounds and Reasons for
Opinions Concerning the Tender Offer” in the Press Release Expressing the Company’s
Opinion. The Special Committee also confirmed that the Company’s management believes
that the Transaction will contribute to our medium-to long- term growth and enhancement ofcorporate value.
The Special Committee recognizes that the Tender Offeror generally shares the same views as
the Company’s management regarding the significance and purpose of the Transaction, theexpected synergies from the Transaction, and the assessment of the disadvantages anddyssynergies associated with the Transaction, and that there is nothing unreasonable about theviews held by the Tender Offeror and the Company’s management. The measures and efforts
that the Tender Offeror considers necessary to realize the synergies from the Transaction areimportant measures that will contribute to creating synergies within the Tender Offeror’sGroup, of which we will become a member through the Transaction, and to further enhancing
our corporate value, as they align with our current challenges, such as addressing the “2024Problem” and improving the efficiency of our distribution network. In light of (i) the clear
complementary relationship between the Company, which has strengths mainly in the
midstream of logistics, and the Tender Offeror, which has strengths in last-mile delivery, in
improving the efficiency of cold-chain logistics, with little overlap in our functions; (ii) the
existing track record of transactions between the Company and the Tender Offeror’s Group in
the e-commerce field, which has been progressing smoothly; and (iii) specific explanations
obtained from the Tender Offeror during interviews regarding measures expected to generate
short-term synergies from the Transaction, the Special Committee can envision a concrete
path toward the creation of significant synergies through the Transaction. Similar to the viewsof the Tender Offeror and the Company’s management, the Special Committee expects thegeneration of substantial synergies with a high degree of certainty. It is recognized that there
are essentially no dyssynergies or disadvantages associated with the Transaction (if any, they
are limited). The Tender Offer Price is significantly higher than the upper limit of our sharevalue per share based on the DCF method of the Share Valuation Report (Yamada-CG) (asdefined in “⑥ Procurement of a share price valuation report from an independent third-party
calculation organization by the Special Committee” below). However, in light of the synergies
explained by the Tender Offeror and the Tender Offer Price proposed by the Counter Offerors
other than the Tender Offeror, the Tender Offer Price can be evaluated as a reasonable pricebased on the positive assessment of the synergies generated by the Transaction and theallocation of the synergies to our shareholders. The Special Committee has determined that
there are no specific concerns about the possibility of extremely high-risk business operations
following the Transaction.
In light of the above, the Special Committee finds that the Transaction will contribute to
the enhancement of our corporate value and that its purpose is reasonable.
With regard to the Preceding Transaction and the transactions related to the Counter
Proposals from the Counter Offerors other than the Tender Offeror, the Company’s- 16 -

management believes that these transactions are not expected to enhance the Company’s
corporate value beyond that of the Transaction, and the Special Committee considers this view
to be not unreasonable.
b) To examine the appropriateness of the terms and conditions of the Transaction
a. Best of the proposals obtained as a result of active market checks
The Company has conducted an active market check through the process described in “(ii)History of Examinations and Negotiations” under “④ Process and Reasons for DecisionMaking that led to the Company’s endorsement to the Tender Offer” within “(2) Grounds andReasons for Opinion Concerning the Tender Offer” in the Press Release Expressing theCompany’s Opinion. The Special Committee considers this process is a fair market checks
conducted with the substantial involvement of the Special Committee, and that the terms andconditions of the Transaction, which are the best of the proposals obtained through the fairmarket check while ensuring a competitive environment, are expected to fairly allocate theincrease in corporate value resulting from the acquisition between the acquirer (the Tender
Offeror) and the shareholders of the target company (the Company). The prices proposed by
the Preceding Tender Offeror and the Counter Proposals from parties other than the Tender
Offeror were inferior to the Tender Offer Price, making the terms and conditions of theTransaction the best among those proposed.
b. Appropriateness of the Tender Offer Pricei. Procedures of formulation and content of business plans
Our management has obtained the Share Valuation Report (Plutus) from Plutus, and theSpecial Committee has acquired the Share Valuation Report (Yamada-CG) from YamadaCG. These share valuation reports are based on the business plan prepared by ourmanagement and approved by the Special Committee. In approving the business plan, theSpecial Committee has determined, based on the explanations of our management to theSpecial Committee and the question and answer sessions with the Special Committee, that
there are no circumstances that should be questioned about the fairness of the process forformulating the business plan and that there are no unreasonable aspects in its content.
ii. Review of calculation results
Based on the explanations given by Plutus and Yamada-CG to the Special Committee on
the contents of the Share Valuation Report (Plutus) and the Share Valuation Report(Yamada-CG) and the question and answer sessions with the Special Committee, theSpecial Committee has concluded that (i) the methods used by Plutus and Yamada-CG tocalculate the share value are commonly used in the calculation of the share value inprivatization transactions, and there are no unreasonable aspects for the adoption of thesemethods, and (ii) there are no unreasonable aspects for the rationality of the calculations
made by Plutus and Yamada-CG. Therefore, the Special Committee has determined that the
Share Valuation Report (Plutus) and the Share Valuation Report (Yamada-CG) can be relied
upon in assessing the share value of the Company Shares.
The Tender Offer Price exceeds the range of the calculation results for both the Share
Valuation Report (Plutus) and the Share Valuation Report (Yamada-CG).
iii. Premium analysis- 17 -

The Tender Offer Price adds a premium of 181% to 2,041 yen, which was the closing
price of the Company Shares on the TSE on March 21, 2024, immediately before theannouncement of the Preceding Transaction by the Preceding Tender Offeror, which
triggered fluctuations in the Company Share’s price. The price also includes a premium of
199% over the simple average of closing prices for the past 1 month of 1,919 yen, apremium of 232% over the simple average of closing prices for the past 3 months of
1,729 yen, and a premium of 267% over the simple average of closing prices for the past 6months of 1,565 yen. In addition, the said price has a premium of 17% over 4,900 yen,which was the closing price of the Company Shares on the TSE on May 30, 2024, thebusiness day prior to the preparation date of the Report. The price also includes a premiumof 33% over the simple average of closing prices for the past 1 month of 4,327 yen, apremium of 76% over the simple average of closing prices for the past 3 months of
3,261 yen, and a premium of 134% over the simple average of closing prices for the past 6months of 2,452 yen.
This indicates that the Tender Offer Price has been granted a superior premium levelcompared to similar transactions in the past, considering premium levels in 60 cases ofsimilar transactions (median: 34% and average: 46% compared to the previous day’s closing
price, median: 38% and average: 48% compared to the average closing prices of the past 1
month up to and on the previous day, median: 41% and average: 52% compared to theaverage closing prices of the past 3 months up to and on the previous day, and median 45%
and average 54% compare to the average closing prices of the past 6 months up to and on
the previous day). The comparison is based on similar cases of tender offers that weresuccessfully completed by May 21, 2024, among those publicly announced on or after June
28, 2019, which is the publication date of the “Fair M&A Guidelines” formulated by the
Ministry of Economy, Trade and Industry. (However, among such successfully completed
tender offers, only examples of those with the premise of going private by a third party,
targeting domestic listed companies (excluding those on the Tokyo Pro Market) where thetender offeror owned less than 20.00% of voting rights before the tender offer, areconsidered. This excludes cases of tender offers for treasury stock, so-called discount tender
offers and management buy-out (MBO) transactions).
In this regard, it should be noted that the Tender Offer Price marks a premium of 17%
over the closing price on the business day prior to the preparation date of the Report.
However, it is reasonable to consider that the rise in the Company stock price since theannouncement of the commencement of the Preceding Tender Offer by the Preceding
Tender Offeror, even accounting for fluctuations in the Tokyo Stock Price Index (TOPIX),
is mainly due to market participants’ speculation. This fluctuation does not affect the Special
Committee’s judgment that the Tender Offer Price represents a superior premium comparedto similar transactions in the past. In addition, the fact that the premium level based on the
recent stock price of the Company is lower than that of similar precedents does not influence
the opinion of the Special Committee. In light of these developments in the Company
Share’s market price, the Special Committee emphasizes comparing the premiums with thestock price of the Company prior to the launch of the Preceding Tender Offer in its analysisof the premium.
iv. Summary- 18 -

The Tender Offer Price exceeds of the range of the calculation results of the share valueof the Company Shares in both the Share Valuation Report (Plutus) and the Share Valuation
Report (Yamada-CG). Given that the Tender Offer Price offers an advantageous premiumcompared to similar transactions in the past, it is considered a reasonable price for theTender Offer that secures benefits for our shareholders, including minority shareholders.
Because the Tender Offer Price is considered reasonable as the tender offer price for theTender Offer, it is also deemed reasonable as the consideration to be delivered to ourshareholders in the Squeeze-out Procedure where the same price is applied.
c. Validity of the scheme
The first step adopted in the Transaction is to conduct a tender offer setting the minimum
number of shares to be acquired so that the Tender Offeror obtains more than two-thirds ofthe total number of voting rights of the Company after the Tender Offer. The second step
involves implementing a squeeze-out through a demand for the sale of shares or aconsolidation of shares. This method is generally adopted for privatization, and shareholdersof the Company who are dissatisfied with the Tender Offer Price are entitled to petition the
court for a determination of the price after the demand for the purchase of shares. As describedin c) vii) below, the method of the Transaction is not unreasonable and is found to beappropriate in light of the fact that the Tender Offer eliminates coercion.
d. Summary
As described above, the terms and conditions of the Transaction are deemed fair andreasonable for the following reasons: (i) the Tender Offer Price and other terms and conditionsof the Transaction are the best among the proposals obtained through a fair market check; (ii)the Tender Offer Price for the Tender Offer and the consideration to be delivered to ourshareholders in the Squeeze-out Procedure are deemed reasonable in comparison with thevalue of our shares calculated by a third-party calculation organization and in comparison withthe premiums in similar transactions in the past; and (iii) the scheme of the Transaction is also
deemed reasonable.
c) Examination of the fairness of the review procedures for the Transaction
As the following measures to ensure fairness were taken when considering the Transaction,
it is recognized that fair procedures were implemented in the consideration of the Transaction,
including the market check process described above, from the perspective of promoting theinterests of our shareholders, including minority shareholders, and that sufficientconsideration was given to the interests of our shareholders through fair procedures.
i) Establishment of an independent special committee (the Special Committee)
As described in “(i) Proposal from Preceding Tender Offeror, Confirmation of Sincerityof Proposal, and History of Establishment of Examination System” in “④ Process andReasons for Decision-Making that led to the Company’s endorsement to the Tender Offer”
in “(2) Grounds and Reasons for Opinion Concerning the Tender Offer” in the Press Release
Expressing the Company’s Opinion, the Special Committee consists of six members,
mainly independent outside directors of the Company. Through the questionnaire, theSpecial Committee members were confirmed to be independent from the Preceding Tender
Offeror and the Preceding Transaction, from the Tender Offeror and the Transaction, as well
as from the Counter Offerors other than the Tender Offeror and the Counter Proposals by- 19 -

them. Based on advice by Nagashima Ohno & Tsunematsu, the Special Committee’s legal
advisor, as needed, a system was established in which the Special Committee members
could conduct deliberations and negotiations from a fair and independent standpoint.
Each of the Special Committee members, with the exception of Mr. Yoshiyuki Wada, in
accordance with the duty of care as a director of the Company and a Special Committee
member entrusted by the Company, and Mr. Yoshiyuki Wada, in accordance with the dutyof care as a Special Committee member entrusted by the Company, exchanged diverse andmultifaceted opinions on behalf of the Company and its shareholders, including minority
shareholders. Together, they engaged in substantial discussions to form the opinions of theSpecial Committee.
Thus, the Special Committee is an independent special committee of the Company andis considered to have functioned effectively in the review procedure of the Transaction.
ii) Acquisition of independent expert advice from outside experts by our management andthe Special Committee
Our management appointed QuestHub, TMI Associates, and Plutus, which are
independent from the Preceding Tender Offeror and the Company, as a financial advisor, alegal advisor and a third-party calculation organization, respectively. Our management has
confirmed that QuestHub, TMI Associates and Plutus do not fall under the category of
related parties of the Preceding Tender Offeror, the Counter Offerors including the Tender
Offeror, or the Company, and do not have any material interest in the Preceding Transaction
or in the transactions related to the Counter Proposals, including the Transaction. Our
management has reviewed the Proposal while obtaining expert advice from QuestHub, TMI
Associates and Plutus from time to time.
In addition, as described in (ii) above, the Special Committee appointed Yamada-CG as
an independent financial advisor and third-party calculation organization, and Nagashima
Ohno & Tsunematsu as a legal advisor, both of which are independent from the Preceding
Tender Offeror, our management and the Counter Offerors including the Tender Offeror.
The Special Committee reviewed the Preceding Proposal and the Counter Proposals
including the Proposal from time to time from the viewpoint of enhancing our corporate
value and the common interests of our shareholders including minority shareholders. In thisprocess, the Committee obtained expert advice from Yamada-CG and Nagashima Ohno &Tsunematsu on (i) the methods and processes of the Special Committee’s decision-making
regarding the consideration of the Preceding Proposal and the Counter Proposals, (ii) theprocedures related to the Preceding Proposal and the Counter Proposals including the
Proposal, and (iii) the points to be addressed in the decision-making regarding the Preceding
Proposal and the Counter Proposals including the Proposal received from the Tender
Offeror regarding the Transaction.
iii) Active market checks
The Company has conducted an active market check through the process described in“(ii) History of Examinations and Negotiations” under “④ Process and Reasons for
Decision-Making that led to the Company’s endorsement to the Tender Offer” within “(2)Grounds and Reasons for Opinion Concerning the Tender Offer” in the Press Release
Expressing the Company’s Opinion, and the Tender Offeror's proposal for the Transaction- 20 -

was obtained through such market check. The process can be evaluated as having been
implemented fairly and effectively, ensuring a competitive environment, given thefollowing factors: (A) The process was designed to provide opportunities for proposals toa sufficiently large number of parties who might be interested in acquiring the Company,
including those who had made proposals to us; (B) The process was conducted with the aimof considering as many proposals as possible and providing as many offerors as possible
with the opportunities for proposals and due diligence within the time and resource
constraints due to the announcement of the commencement of the Preceding Tender Offerin early May 2024 and its actual commencement on May 2 of the same month; (C) In
selecting proposals, efforts were made to ensure an objective selection based on theselection criteria developed in consultation with the Special Committee; (D) Offerors weretreated fairly, including giving the Preceding Tender Offeror the opportunity to conduct due
diligence; and (E) The Company received legally binding proposals from four Counter
Offerors other than the Preceding Tender Offeror.
iv) Enhancement of information provision to our shareholders and transparency of theprocess
The Company received the Preceding Proposal from the Preceding Tender Offeror on
March 21, 2024, and since the Preceding Tender Offeror gave notice of the commencementof the Preceding Tender Offer, the Company has issued press releases each time regarding
the exchange of questions and answers with the Preceding Proposal.
The Company also issued press releases on the progress of the market checking process
as needed, to the extent that such press releases did not interfere with the consideration of
the Preceding Proposal and Counter Proposals, including the smooth progress of suchprocess. Through the disclosure of these press releases by the Company, information
regarding the progress of the consideration of the Preceding Proposal and the Counter
Proposals was provided to our shareholders, including minority shareholders. It can bedeemed that the transparency of the above process was ensured to the extent that it did not
impede the consideration of the Preceding Proposal and the Counter Proposals, and that theCompany avoided the disclosure of uncertain information that might cause unnecessary
confusion among our shareholders.
In addition, at the commencement of the Tender Offer, the Company will issue a press
release expressing our opinions on the Tender Offer and the Preceding Tender Offer. Upon
confirmation by the Special Committee of the drafts of those press releases as of the dateof preparation of the Report, it is anticipated that adequate disclosures will be made,including (i) information about the Special Committee, (ii) information about the sharevalue calculation reports and (iii) other relevant information, to ensure that our shareholders,
including the minority shareholders, will have the opportunity to make an appropriate
judgment on the Transaction based on adequate information.
v) Acquisition of calculation reports from independent expert third-party calculation
organizations
As described in “i. Procedures of formulation and content of business plans” of “b.
Appropriateness of the Tender Offer Price” in “b) To examine the appropriateness of theterms and conditions of the Transaction” above, our management has obtained the Share- 21 -

Valuation Report (Plutus) from Plutus, which was appointed as a third-party calculation
organization with expertise independent from the Company, the Preceding Tender Offeror,
and the Counter Offerors including the Tender Offeror. In addition, the Special Committee
obtained the Share Valuation Report (Yamada-CG) from Yamada-CG, which was appointed
as a third-party calculation organization with expertise independent from the Company, thePreceding Tender Offeror, and the Counter Offerors including the Tender Offeror. The
details of these calculations are described in “ii. Review of calculation results” of “b.
Appropriateness of Tender Offer Price” of “b) To examine the appropriateness of the terms
and conditions of the Transaction” above.
vi) Tender Offer Period
In the Tender Offer, the Tender Offer Period has been set at 30 business days, which
ensures that our shareholders, including minority shareholders, have the opportunity tomake an appropriate decision regarding the application for the Tender Offer and that otherparties other than the Tender Offeror have the opportunity to make an offer to purchase theCompany Shares.
vii) Elimination of coercivenessIn the Transaction, the first step in the Tender Offer sets the minimum number of shares
to be acquired so that the Tender Offeror will own at least two-thirds of the total number ofvoting rights upon the successful completion of the Tender Offer. This scheme ensures thata squeeze-out can be executed following the successful completion of the Tender Offer. In
addition, in the squeeze-out process after the completion of the Tender Offer, the amount ofmoney to be delivered to our shareholders will be calculated to be the same amount as theTender Offer Price multiplied by the number of Company Shares owned by eachshareholder (excluding the Company and the Tender Offeror), and this will be announced
at the time of commencement of the Tender Offer. Therefore, it is recognized thatconsideration has been given to ensure that our shareholders, including minority
shareholders, have the opportunity to make appropriate decisions on whether or not to apply
for the Tender Offer, and by such measures, the scheme of the Tender Offer can be evaluatedas having no coerciveness.
d) Summary
As described in a) above, the Tender Offer is considered to contribute to the enhancementof our corporate value, and as described in b) above, the terms and conditions of the Tender
Offer are considered to be reasonable. In addition, as described in c) above, fair procedures
have been implemented in the Tender Offer from the perspective of benefiting ourshareholders, including minority shareholders.
Therefore, the Special Committee believes that the Company should resolve to express ourendorsement to the Tender Offer and recommend that our shareholders tender their Company
Shares to the Tender Offer, and that the Tender Offer will not be detrimental to our minority
shareholders.
(b) Consideration of the Preceding Tender Offer- 22 -

The Preceding Tender Offer, like the Tender Offer, is intended to make the Company awholly-owned subsidiary and they are in an alternative relationship. After comparing andexamining the content of the Preceding Proposal and the Counter Proposals, the Company believes
that it is appropriate to express an opinion endorsing the Tender Offer as described in (a) above.
Therefore, we believe it is appropriate to express an opinion opposing the Preceding Tender Offer,
which is an alternative to the Tender Offer, and to recommend that our shareholders not apply for
the Preceding Tender Offer. Regarding whether the Preceding Tender Offer is disadvantageous tominority shareholders of the Company, since the Tender Offer, which is more favorable to minority
shareholders than the Preceding Tender Offer, will be implemented, the Special Committee must
conclude that the Preceding Tender Offer is disadvantageous to minority shareholders.
(c) Summary
As described in (a) above, the Tender Offer is considered to contribute to the enhancement ofour corporate value, the terms and conditions of the Transaction are reasonable, and fair procedures
have been implemented from the perspective of benefiting our shareholders including minority
shareholders. Therefore, the Special Committee believes that the Company should resolve toexpress our opinion endorsing the Tender Offer and recommend that our shareholders tender theirshares in the Tender Offer, and that this proposed Transaction will not be detrimental to ourminority shareholders.
On the other hand, the Special Committee considers it appropriate for the Company to express
its opposition to the Preceding Tender Offer, which is an alternative to the Tender Offer, to which
it is appropriate for the Special Committee to express endorsement, and to recommend that ourshareholders not tender their shares in the Preceding Tender Offer. The Special Committee must
conclude that the Preceding Tender Offer is disadvantageous to minority shareholders.
In light of the examination described in (a) above and the fact that the tender offer prices
proposed in the Counter proposals are less than the Tender Offer Price, the Counter proposals madeby the Counter Offerors other than the Tender Offeror shall not be deemed superior to theTransaction from the viewpoint of improving our corporate value and the common interests ofshareholders.
③ Obtaining advice from an independent legal advisor by the Company
As described in “1. Purposes and reasons for the Share Consolidation” above, the Company
retained TMI Associates as a legal advisor, independent of all of the Preceding Tender Offeror, theCounter Offerors including the Tender Offeror, and the Company, as well as independent of thesuccess or failure of the Preceding Transaction and the Counter Transactions, including theTransaction. The Company obtained legal advice from TMI Associates on measures to ensure thefairness of the procedures for the Preceding Transaction and the Counter Transactions, including theTransaction, as well as the procedures for the Preceding Transaction and the Counter Transactions,
including the Transaction, and the Company’s decision-making methods and processes related to thePreceding Transaction and the Counter Transaction, including the Transaction.
TMI Associates does not fall under the category of a related party to the Preceding Tender Offeror,
the Counter Offerors, including the Tender Offeror, or the Company, and has no material interest in
the Preceding Transaction or the Counter Transactions, including the Transaction. The fees to be paid
to TMI Associates do not include success fees to be paid contingent upon the completion of thePreceding Transaction or any Counter Transactions, including the Transaction, etc.

- 23 -

④ Procurement of a share valuation report from a third-party calculation organization by the Company
The Company requested Plutus to issue its share value calculation report as a third-party
calculation organization independent from the Preceding Tender Offeror, the Company and theCounter-Offerors including the Tender Offeror as well as from the success or failure of the Preceding
Transaction and the Counter Transactions including the Transaction. Then, on May 31, 2024, theCompany received the Share Valuation Report (Plutus). The Company has not obtained a fairness
opinion from Plutus regarding the fairness of the terms and conditions of the Transaction, including
the Tender Offer Price.
For the details of the Share Valuation Report (Plutus) obtained from Plutus, please refer to “①Procurement of a share valuation report from an independent third-party calculation organization by
the Company” under “(3) Matters Regarding the Calculation” within “3. Details of, Grounds andReasons for Opinion Concerning Tender Offer” in the Press Release Expressing the Company’s
Opinion.
Note that Plutus does not fall under the category of a related party to the Company, the Preceding
Tender Offeror, the Counter Offerors, including the Tender Offeror, and has no material interest in
the Preceding Transaction or the Counter Transactions, including the Transaction. The fees to be paid
to Plutus in connection with the Preceding Transaction and the Counter Transactions, including theTransaction, do not include success fees to be paid contingent upon the completion of the Transaction,etc.
⑤ Obtaining advice from an independent legal advisor by the Special Committee
As described in “② Establishment of an independent special committee at the Company andacquisition of a recommendation report from the Special Committee” above, the Special Committee
retained Nagashima Ohno & Tsunematsu as its own legal advisor, independent of all of the Preceding
Tender Offeror, the Counter Offerors including the Tender Offeror, and the Company, as well as
independent of the success or failure of the Preceding Transaction and the Counter Transactions,
including the Transaction. The Special Committee obtained legal advice from Nagashima Ohno &Tsunematsu on measures to ensure the fairness of the procedures for the Preceding Transaction and
the Counter Transactions, including the Transaction, as well as the procedures for the Preceding
Transaction and the Counter Transactions, including the Transaction, and the Company’s decisionmaking methods and processes related to the Preceding Transaction and the Counter Transactions,
including the Transaction.
Nagashima Ohno & Tsunematsu does not fall under the category of a related party to the Preceding
Tender Offeror, the Counter Offerors, including the Tender Offeror, or the Company, and has nomaterial interest in the Preceding Transaction or the Counter Transactions, including the Transaction.
The fees to be paid to Nagashima Ohno & Tsunematsu are calculated by multiplying the hourly rateby the numbers of hours worked, regardless of the success or failure of the Preceding Transaction or
the Counter Transactions, including the Transaction, and do not include success fees contingent upon
the completion of the Transaction.
⑥ Procurement of a share valuation report from an independent third-party calculation organizationby the Special Committee
As described in “② Establishment of an independent special committee at the Company andacquisition of a recommendation report from the Special Committee” above, the Special Committee- 24 -

appointed Yamada-CG as a third-party calculation organization independent from the Preceding
Tender Offeror, the Company, and the Counter Offerors including the Tender Offeror as well as fromthe success or failure of the Preceding Transaction and the Counter Transactions including theTransaction. The Special Committee received advice and assistance from Yamada-CG from afinancial perspective, including the valuation of the Company Shares and advice on negotiation
policies with the Tender Offeror. On May 31, 2024, the Special Committee received a share valuation
report regarding the results of the value calculation of the Company Shares from Yamada-CG (the“Share Valuation Report (Yamada-CG)”). The Special Committee has not obtained a fairness opinion
from Yamada-CG regarding the fairness of the Tender Offer Price.
For the details of the Share Valuation Report (Yamada-CG) obtained from Yamada-CG, pleaserefer to “② Procurement of a share valuation report from an independent third-party calculation
organization by the Special Committee” under “(3) Matters Regarding the Calculation” within “3.
Details of, Grounds and Reasons for Opinion Concerning Tender Offer” in the Press Release
Expressing the Company’s Opinion.
Note that Yamada-CG does not fall under the category of a related party to the Preceding Tender
Offeror, the Counter Offerors, including the Tender Offeror, or the Company, and has no materialinterest in the Preceding Transaction or the Counter Transactions, including the Transaction. In
addition, the fees to be paid to Yamada-CG in connection with the Preceding Transaction and theCounter Transactions, including the Transaction, do not include success fees to be paid contingent
upon the completion of the Transaction, etc.
⑦ Approval by all directors of the Company, including those who are audit and supervisory committee
members, who have no conflicts of interest
As described in “1. Purposes and reasons for the Share Consolidation” above, our Board of
Directors has sincerely and carefully examined whether the Transaction, including the Tender Offer,
will contribute to the improvement of our corporate value and whether the terms and conditions of
the Transaction, including the Tender Offer Price, are reasonable. This examination has taken into theadvice received from QuestHub, the content of the Share Valuation Report (Plutus), and the legal
advice received from TMI Associates, while respecting the decisions of the Special Committee
presented in the Report.
As a result, as described in “1. Purposes and reasons for the Share Consolidation” above, we
believe that the Transaction will increase our corporate value, and that the 5,740 yen per share, whichis the Tender Offer Price, provides the Company’s shareholders with a reasonable opportunity to sell
their shares at a price with an appropriate premium. At its meeting held on May 31, 2024, the Boardof Directors unanimously agreed to endorse the Tender Offer, with all 10 directors (including three
independent outside directors who are audit and supervisory committee members and one outside
director who is an audit and supervisory committee member) in favor. It also resolved to recommendthat the Company’s shareholders tender their shares in the Tender Offer.
⑧ Measures to ensure opportunities for other purchasers to purchase Company Shares
As described in “1. Purposes and reasons for the Share Consolidation” above, following the receiptof the Preceding Proposal from the Preceding Tender Offeror, we received expressions of interest in
acquiring the Company from several companies. In light of this situation, and in order to seek thebest option for enhancing our corporate value and the common interests of our shareholders, inaccordance with the “Guidelines for Corporate Takeovers”, as a market check, in early April 2024,- 25 -

we requested strategic buyers and investment funds that had directly expressed an interest in us, aswell as those that had approached us with proposals through QuestHub (nine entities in total), tosubmit letters of intent, thereby securing opportunities for parties other than the Preceding Tender
Offeror to acquire the Company Shares. The Tender Offer Price is the highest compared to the tender
offer price in the Preceding Tender Offer, the stock valuations and the tender offer prices presented
by the Counter Offerors.
In addition, the Tender Offeror and the Company have not entered into any agreement that restricts
contact between the Counter Offerors and the Company, such as an agreement prohibiting contact
with the Counter Offerors, so as not to interfere with opportunities for counter-takeover bids, etc.,
and have taken care to ensure the fairness of the Tender Offer.
⑨ Measures to ensure that our shareholders have the opportunity to make an appropriate decision onwhether or not to tender their shares in the Tender Offer
The Tender Offeror states that while the minimum period of the tender offer is 20 business days
under the applicable laws and regulations, the Tender Offer Period is set at 30 business days. The
Tender Offeror intends to ensure the fairness of the Tender Offer by setting the Tender Offer Period
longer than the statutory period, thereby ensuring that our shareholders have the opportunity to makeappropriate decisions regarding applications for the Tender Offer, and also ensuring that parties otherthan the Tender Offeror have the opportunity to make a competitive offer, etc. for the Company Shares.
In addition, as described in “⑧ Measures to ensure opportunities for other purchasers to purchase
Company Shares,” the Tender Offeror has not entered into any agreement with us that restricts contact
between the Counter Offerors and the Company, such as an agreement that includes a deal protection
clause that prohibits us from contacting the Counter Offerors. In this way, in conjunction with theestablishment of the Tender Offer Period, the Tender Offeror takes care to ensure the fairness of theTender Offer by ensuring opportunities for competitive purchases, etc.
4. Disposition of significant assets, assumption of material liabilities, or other events with a significant
impact on the status of the Company’s assets that occurred after the last day of the most recent fiscal year
(1) The Tender Offer
As described in “1. Purposes and reasons for the Share Consolidation” above, the Tender Offeror
conducted the Tender Offer from June 3, 2024 to July 12, 2024, which resulted in the Tender Offeror
owning 18,287,006 Company Shares as of July 22, 2024 (the commencement date of settlement of theTender Offer).
(2) Cancellation of treasury shares
On August 22, 2024, the Company’s Board of Directors resolved to cancel 4,020,672 treasury shares(corresponding to all of the treasury shares owned as of July 31, 2024) as of October 10, 2024. Suchcancellation of treasury shares is subject to the approval of the proposal for the Share Consolidation at
the Extraordinary General Meeting of Shareholders as originally proposed.

- 26 -

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) If the proposal for the Share Consolidation is approved as proposed, and the Share Consolidation
takes effect, the total number of shares authorized to be issued by the Company will be reduced to
16 shares pursuant to the provisions of Article 182, Paragraph 2 of the Companies Act. To clarify
this, the Company proposes to amend Article 6 (Total Number of Authorized Shares) of the
Articles of Incorporation on the condition that the Share Consolidation takes effect.
(2) If the proposal for the Share Consolidation is approved as proposed, and the Share Consolidation
takes effect, the total number of shares issued by the Company will be four shares, thereby making
it unnecessary to stipulate the number of shares constituting one unit of shares. Therefore, toabolish the provisions concerning the number of shares constituting one unit of shares of theCompany, which is currently 100 shares per unit, on the condition that the Share Consolidation
takes effect, the Company proposes to delete the entire text of Article 7 (Share Units), Article 8(Rights Regarding Shares Less Than One Unit), and Article 9 (Additional Purchase of Shares Less
Than One Unit) of the Articles of Incorporation, and move up the numbering of the subsequent
articles according to these changes.
(3) If the proposal for the Share Consolidation is approved as proposed, the Company Shares will bedelisted, and the Tender Offeror will be the sole shareholder of the Company as a result of theimplementation of the Share Consolidation. Accordingly, the provisions on the system forelectronic provision of materials for the general meeting of shareholders will cease to be necessary.
Therefore, the Company proposes to delete Article 15 (Measures for Electronic Provision, Etc.)
and move up the numbering of the subsequent articles according to these changes on the condition
that the Share Consolidation takes effect.
2. Details of the proposed amendments
The details of the amendments are as follows. These amendments of the Articles of Incorporation will
become effective on October 11, 2024, the effective date of the Share Consolidation, on the condition
that the proposal for the Share Consolidation is approved as proposed at this Extraordinary General
Meeting of Shareholders and the Share Consolidation takes effect.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Article 6 (Total Number of Authorized Shares)
The total number of shares authorized to be issued by theCompany shall be 100,000,000 shares.

Article 6 (Total Number of Authorized Shares)
The total number of shares authorized to be issued by
the Company shall be 16 shares.

Article 7 (Share Units)
The number of shares constituting one unit of shares of
the Company shall be 100 shares.

(Deleted)- 27 -

Current Articles of Incorporation

Proposed Amendments

Article 8 (Rights Regarding Shares Less Than One Unit)
Shareholders of the Company may not exercise any rights
other than those listed below regarding shares less than
one unit held by them.
(1) Rights provided for in each item of Article 189,
Paragraph 2 of the Companies Act;
(2) Rights to make a request in accordance with Article
166, Paragraph 1 of the Companies Act;
(3) Rights to receive an allotment of offered shares orshare acquisition rights in proportion to the numberof shares held by a shareholder; and(4) Rights to make a request provided for in thefollowing article.

(Deleted)

Article 9 (Additional Purchase of Shares Less Than One
Unit)
Shareholders of the Company may request the Company
to sell such number of shares as will make one unit
together with the shares less than one unit of shares heldby them in accordance with the Rules for Handling
Shares.

(Deleted)

Articles 10 through 14 (Omitted)

Articles 7 through 11 (Unchanged)

Article 15 (Measures for Electronic Provision, Etc.)
1. The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference documents for the general
meeting of shareholders, etc. electronically.
2. Among the matters to be provided electronically, theCompany may choose not to include all, or part ofthe matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.
Articles 16 through 38 (Omitted)(Deleted)

Articles 12 through 34 (Unchanged)- 28 -