September 1, 2022
FOR IMMEDIATE RELEASE:Integral Announces MBO through Tender Offer for Shares of Daiohs Corporation
Integral Corporation ("Integral") announces that Voyager Co., Ltd. (the "Company") has decided today
to launch a tender offer (the “Tender Offer”) for the common shares of Daiohs Corporation (“Daiohs”,Securities code: 4653) for MBO, i.e., management buyout. The Company is a wholly-owned subsidiaryof Integral and additional investment will be made by Integral 4 Limited Partnership, Innovation Alpha IVL.P., operated and managed by Innovation Partners Alpha IV Ltd, and Initiative Delta IV L.P., operated
and managed by Initiative Partners Delta IV Ltd.
Integral has entered into agreements with the management shareholders and founding family of Daiohs,including Mr. Hiroshi Ohkubo, President and Representative Director and Mr. Shinichi Ohkubo, Chairman
and Representative Director of Daiohs, whereby they agreed to tender a part of their shares of Daiohs andnot to tender remaining shares. Going forward, Mr. Hiroshi Ohkubo will continue to take the helm ofDaiohs as President and Representative Director, and Shinichi Ohkubo will serve as Chief Advisor andFounder to provide advice on Daiohs business to ensure that the spirit of Daiohs is passed on to the nextgeneration. In addition, investment in shares of Daiohs will also be made by a candidate of next-generation
leader .
Daiohs has resolved, at the meeting of its board of directors held today, to express an opinion in supportof the Tender Offer and to recommend all shareholders of Daiohs to offer their shares to the Tender Offer.
Daiohs, established in June 1969 as Komeya Ohkubo, under the leadership of its founder, Mr. Shinichi
Ohkubo, introduced a U.S. office coffee service to Japanese market that made it easy to drink authentic
coffee in the office, and Daiohs has been leading the industry as a pioneer in Japan. Daiohs has developed
a multifaceted business including water servers for offices, rental service of cleaning tools and cleaning
services in Japan under Daiohs’ continuous and repetitive sales concept, where employees visit customers
directly and continuously provide products and services. In addition, Daioh’s has been actively developing
office coffee service business “First Choice Coffee” in the U.S. as well since the 1980s, and currently holda high market share, especially in the West Coast area.
Operating globally in nine regions, Daiohs has long been aware of the need to strengthen its global
governance structure. At this time, financial reporting problems that occurred in the U.S. subsidiary has
prompted Daiohs to tackle with a fundamental reform of its internal control system and global governancestructure, as well as to make IT investments and review its area dominant strategy in the U.S. to better
respond to changes in the business environment. Such reforms are expected to be a medium- to long-term
effort and involve a decline of stock price in the short term. Thus, Daiohs has decided to go private, andIntegral agrees to support the MBO as a sponsor.

-1-Integral's corporate philosophy is to be a "Trusted Investor," and we will make equity investments froma long-term perspective based on a relationship of highest trust with the management of our portfolio
companies. Subsequent to investment, we will work together with the invested company sharing the same
objectives and time horizon with the management and support the growth of its corporate value by utilizing
our extensive human resources network and knowledge of management and governance. For details of theTender Offer, please refer to the attached press release by the Company
About Integral
Japanese private equity company investing in listed and unlisted companies in Japan. “Integral” stands
for“integral calculus – accumulation over time” meaning that the company will strive to establish arelationship of highest trust with the management of invested companies, and will aim to accumulate thehighest wisdom over time. Integral makes equity investments from a long-range perspective through its
unique “hybrid investment” approach, utilizing both principal and fund money for investment. Subsequent
to investment, the company will provide optimal support in terms of management and finance through the“i-Engine” corporate value enhancement team, and will collaborate with the invested company sharing
the same objectives and time horizon and seeing eye-to-eye with its management. Integral aspires to bea trusted investment fund, contributing to society through the success of invested companies.

Please Contact Integral for Additional Information:
10F, GranTokyo South Tower 1-9-2, Marunouchi, Chiyoda-ku, Tokyo 100-6610 Japan
Integral Corporation
Tel: +81-3-6212-6100 Fax: +81-3-6212-6099
URL: https://www.integralkk.com/en/-2-

FOR TRANSLATION PURPOSES ONLY
September 1, 2022
FOR IMMEDIATE RELEASE

Company Name:

Voyager Co., Ltd.

Name of Representative:

Kensaku Mizutani,
Representative Director

Announcement on Commencement of Tender Offer for Share Certificatesof Daiohs Corporation (Securities Code: 4653)
Voyager Co., Ltd. (the “Tender Offeror”) announces on September 1, 2022, that it decided to acquirecommon shares of Daiohs Corporation (Listed on the Prime Market of the Tokyo Stock Exchange, Inc.
(the “TSE”); securities code: 4653; the “Target Company”) by way of a tender offer (the “Tender Offer”)
under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended), as further detailed
below.
The Tender Offeror is a stock company (kabushiki kaisha) established on August 3, 2022 mainly for thepurpose of acquiring and holding the share certificates of the Target Company, and as of today, the Tender
Offeror are wholly owned subsidiary of Integral Corporation (“Integral”). As of today, Integral and its
subsidiaries and affiliates, including the Tender Offeror, do not hold any common shares of the Target
Company (the “Target Company Shares”)
Integral is an equity investment company that invests in listed companies, private companies, and thelike in Japan.

The company’s name, Integral, refers to integration and accumulation, and Integral’s

mission is to engage in equity investments from a long-term perspective that involves building
relationships of trust with portfolio companies and steadily implementing measures one on top of anotherthat contribute to sustainably enhancing corporate value.

Integral’s policy is to walk together withportfolio companies based on the same perspectives and timescales as their management and to provide
optimal management support in terms of both management and finances in order to maximize corporate
value while respecting the business policies of the portfolio companies.
Since its founding in September 2007, Integral has invested in a total of 27 companies including QBNet Holdings Co., Ltd., Skymark Airlines Inc., Toyo Engineering Corporation, and Oliver Corporationand has provided support thereto in terms of both management and finances in order to enhance corporate
value.

Integral does not pursue short-term profits only through reducing costs and improving theefficiency of operations but instead aims to achieve lasting business growth and development throughinvestment and resource allocation based on a long-term perspective.

As an independent domestic

investment company that has gathered people who are engaged in M&A operations and corporate-3-management and who have a high level of expert knowledge in regard thereto, Integral gives its utmost tosupport the promotion of growth strategies that prioritize enhancing the corporate value of portfolio
companies while fully understanding and respecting the characteristics of management-level personnel at
Japanese companies.
The Tender Offeror decided on September 1, 2022 to conduct the Tender Offer as part of the transactions
for the purpose of acquiring all of the Target Company Shares listed on the TSE (excluding the treasury
shares held by the Target Company and the not tendered shares ) and taking the Target Company Shares
private (the “Transactions”).
The Tender Offer will be conducted as part of a management buyout (“MBO”) (Note 1) with the supportof the Target Company’s board of directors for the purpose of amicably acquiring all of the Target
Company Shares (excluding the treasury shares held by the Target Company and the not tendered shares).
Mr. Hiroshi Ohkubo, President and Representative Director of the Target Company, will continue to takethe helm the Target Company as President and Representative Director. In addition, pursuant to Article
180 of the Companies Act after the completion of the Tender Offer, Mr. Shinichi Ohkubo, Chairman andRepresentative Director of the Target Company, will step down from his board sheet position at theconclusion of the Extraordinary General Shareholders' Meeting, which will include a proposal to conduct
a reverse stock split of the Target Company's shares (the "Share Consolidation") and to partially amend
the Articles of Incorporation to abolish the number of shares in a share unit on the condition that the reverse
stock split takes effect. After that, he will provide advice on the Target Company's business as the Chief
Advisory and Founder who is not a director to ensure that the founder’s spirit is passed on to the nextgeneration.
Note 1:“Management buyout (MBO)” generally refers to a transaction in which the management of thecompany being acquired contributes all or part of the acquisition funds and acquires the shares of thecompany on the assumption of continuing its business.
Integral has entered into a Management Buyout Agreement on August 31, 2022, with Daioh Enterpirse,
family office of Mr. Shinichi Ohkubo, Mr. Hiroshi Ohkubo and Ms. Yoko Ohkubo, the Target Company'slargest shareholder as of March 31, 2022, Mr. Shinichi Ohkubo, the second largest shareholder, Mr. Hiroshi
Ohkubo, the third largest shareholder, Mr. Yusuke Kosuge, an vice president of Daiohs U.S.A., Inc.,
Integral IV Limited Partnership, Innovation Alpha IV L.P. and Initiative Delta IV L.P.. Daioh Enterprise(number of shares held: 5,596,056 shares; shareholding ratio (Note 2): 41.64%) has agreed not to tenderin the Tender Offer. Of the shares of the Target Company owned by Mr. Shinichi Ohkubo (ownership:1,601,536 shares, ownership ratio: 11.92%), 1,113,373 shares (ownership ratio: 8.28%) will be tenderedin the Tender Offer and the remaining 488,163 shares (ownership ratio: 3.63%) will not be tendered in theTender Offer. Mr. Hiroshi Ohkubo (number of shares held: 400,800 shares; shareholding ratio: 2.98%) has
agreed to tender all of his shares in the Target Company to the Tender Offer.
In addition, the Tender Offeror has agreed with Yoko Ohkubo, the fifth largest shareholder (number ofshares held: 394,066 shares, shareholding ratio: 2.93%), Jun Ohkubo, the seventh largest shareholder-4-(number of shares held: 268,400 shares, shareholding ratio: 2.00%) and Mr. Makoto Ohkubo, the ninth
largest shareholder (number of shares held: 168,400 shares, shareholding ratio: 1.25%) (Mr. Hiroshi
Ohkubo, Ms. Yoko Ohkubo, Mr. Jun Ohkubo and Mr. Makoto Ohkubo are hereinafter referred to as "theshareholders who agreed to tender"). The Tender Offeror executed a tender agreement (the "TenderAgreement") dated August 31, 2022, with each of Yoko Ohkubo, Jun Ohkubo, and Makoto Ohkubo. Theshareholders who agreed to tender have agreed to tender all of their shares in the Target Company to theTender Offer.
Note 2:“Ownership ratio” is calculated by subtracting the number of shares held by the Target Company

as of March 31, 2022 (15,479 shares) from the total number of issued shares of the Target Company as ofMarch 31, 2022 (13,439,142 shares) as stated in the Target Company's financial results for the fiscal year
ending March 31, 2022, released on June 10, 2022. The ratio is rounded off to two decimal places in thecalculation.

An outline of the Tender Offer is provided below.

(1)

Name of the Target Company
Daiohs Corporation(2)

Type of Share Certificates, Etc. Subject to Tender Offer
Common stock(3)

Price of Tender Offer
1,500 yen per common stock(4)

Period of Tender Offer
September 2, 2022 (Friday) to October 18, 2022 (Tuesday) (30 Business Days)(5)

Commencement Date of Settlement
October 25, 2022 (Tuesday)

-5-

(6)

Number of Shares to be Purchased

Number of Shares to be

Minimum number ofMaximum number of Shares topurchased

Shares to bebe purchased

purchased
7,354,794 shares(7)2,875,181 shares–Tender Offer AgentDaiwa Securities Co. Ltd.

9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

For the details of the Tender Offer, please see the Tender Offer Registration Statement to be submitted bythe Tender Offeror on September 2, 2022 with respect to the Tender Offer.

-6-