KKR Files Amended Tender Offer Statement for FUJI SOFT•••

Amended two-stage scheme provides minority shareholders with more options and clarity
Two major shareholders (totaling 32.68%) have tendered and will not withdraw their tenders
Removal of minimum number of shares to be purchased enables completion of pending tender offer

TOKYO, September 19, 2024 – KKR, a leading global investment firm, today announced that in connection with thetender offer (the “Tender Offer”) for the common shares and share options of FUJI SOFT INCORPORATED (TSE stock
code 9749; “FUJI SOFT”) through FK Co., Ltd. (the “Offeror”), the Offeror, an entity owned by investment funds managed
by KKR, submitted an amendment statement (the “Amendment Statement”) to the Tender Offer Registration
Statement submitted by the Offeror on September 5 (including the matters amended in the amendment statement to
the Tender Offer Registration Statement submitted on September 13; the same applies below).
The Amendment Statement was submitted based on the Offeror’s decision to remove the minimum number of shares
to be purchased in the initial Tender Offer and to commence a second tender offer as soon as practicable after thecompletion and settlement of the Tender Offer, so that all shareholders and share option holders who wish to sellthrough the initial Tender Offer may do so, including 3D Investment Partners (number of shares held: 14,834,000,
ownership ratio: 23.46%; “3DIP”) and Farallon (number of shares held: 5,833,670, ownership ratio: 9.22%) who haveentered into tender agreements with the Offeror. The tender offer price of 8,800 yen remains unchanged for bothtender offers.
As of today, 3DIP (23.46%) and Farallon (9.22%) have tendered in the initial Tender Offer pursuant to their respective
tender agreements, and will not withdraw their tenders without the consent of the Offeror, pursuant to their respective
tender agreements. Accordingly, the Offeror is expected to become a shareholder holding at least 20,667,670 commonshares of FUJI SOFT (ownership ratio: 32.68%) as of October 28, the commencement date of settlement for the Tender
Offer.
The amended two-stage tender offer scheme will benefit shareholders by providing transaction certainty and theiroptions to tender at the same price. By guaranteeing minority shareholders and share option holders with the option
to tender their shares in either stage, those who wish to wait and assess the situation in light of current market
uncertainty due to speculation will be able to do so.
KKR has high regard for the growth potential of FUJI SOFT, and looks to leverage its global network, experience andexpertise and work closely with FUJI SOFT’s management and employees to provide better services and solutions forcustomers, and accelerate the company’s growth, which will in turn create value for important stakeholders, including
management, employees, and customers.
For details on the Amendment Statement, please refer to the release issued by the Offeror today titled “(Amendment)
Notice Regarding Amendment to “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Securities Code: 9749) by FK Co., Ltd.” Following Submission of Amendment Statement to the Tender
Offer Registration Statement by FK Co., Ltd.” and supplemental materials (attached from page 3 of this press release).

***
This press release should be read in conjunction with the release issued by the Offeror today titled “(Amendment)
Notice Regarding Amendment to “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Securities Code: 9749) by FK Co., Ltd.” Following Submission of Amendment Statement to the Tender
Offer Registration Statement by FK Co., Ltd.” and supplemental materials (attached from page 3 of this press release).
The purpose of this press release is to publicly announce the submission of an amendment statement to the Tender
Offer Registration Statement for the Tender Offer and it has not been prepared for the purpose of soliciting an offer tosell or purchase in the Tender Offer. When making an application to tender, please be sure to read the Tender Offer
Explanatory Statement for the Tender Offer and make your own decision as a shareholder or share option holder. Thispress release does not constitute, either in whole or in part, a solicitation of an offer to sell or purchase any securities,

1and the existence of this press release (or any part thereof) or its distribution shall not be construed as a basis for any
agreement regarding the Tender Offer, nor shall it be relied upon in concluding an agreement regarding the Tender
Offer.
The Tender Offer will be conducted in compliance with the procedures and information disclosure standards set forthin Japanese law, and those procedures and standards are not always the same as the procedures and information
disclosure standards in the U.S. In particular, neither sections 13(e) or 14(d) of the U.S. Securities Exchange Act of 1934
(as amended; the same shall apply hereinafter) or the rules under these sections apply to the Tender Offer; andtherefore the Tender Offer will not be conducted in accordance with those procedures and standards.
Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely in Japanese. All ora part of the documentation relating to the Tender Offer will be prepared in English; however, if there is any discrepancy
between the English-language documents and the Japanese-language documents, the Japanese-language documents
shall prevail.
This press release includes statements that fall under “forward-looking statements” as defined in section 27A of the
U.S. Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934. Due to known or
unknown risks, uncertainties or other factors, actual results may differ materially from the predictions indicated by thestatements that are implicitly or explicitly forward-looking statements. Neither the Offeror nor any of its affiliates
guarantee that the predictions indicated by the statements that are implicitly or expressly forward-looking statements
will materialize. The forward-looking statements in this press release were prepared based on information held by theOfferor as of today, and the Offeror and its affiliates shall not be obliged to amend or revise such statements to reflect
future events or circumstances, except as required by laws and regulations.
The Offeror, its financial advisors and the tender offer agent (and their respective affiliates) may purchase the commonshares and share options of FUJI SOFT, by means other than the Tender Offer, or conduct an act aimed at such purchases,
for their own account or for their client’s accounts, in the scope of their ordinary business and to the extent permitted
under financial instrument exchange-related laws and regulations, and any other applicable laws and regulations inJapan, in accordance with the requirements of Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934 during theTender Offer Period. Such purchases may be conducted at the market price through market transactions or at a pricedetermined by negotiations off-market. In the event that information regarding such purchases is disclosed in Japan,such information will also be disclosed on the English website of the person conducting such purchases (or by any othermethod of public disclosure).
About KKRKKR is a leading global investment firm that offers alternative asset management as well as capital markets andinsurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined
investment approach, employing world-class people, and supporting growth in its portfolio companies andcommunities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic
partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products underthe management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its
sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit
KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global
Atlantic Financial Group’s website at www.globalatlantic.com.
For more information, please contact:
KKR Asia Pacific
Wei Jun Ong+65 6922 5813
WeiJun.Ong@kkr.com

2Supplementary Material to the Amended Filing on the Take-Private of FUJI SOFT INCORPORATED

Notice of Change to Two-Stage Tender Offer Scheme toProvide Transaction Certainty for All Shareholders Who Wish to Sell
Target Company Shares

SEPTEMBER 19, 2024 (THURS)This material has been prepared for the purpose of providing supplementary explanations regarding the Amendment Statement to the Tender Offer Registration
Statement submitted by FK Co., Ltd. on September 19, 2024. In the event of any discrepancy between this material and the Tender Offer Registration Statement(including the matters amended in the Amendment Statement to the Tender Offer Registration Statement; the same applies hereinafter), the Tender Offer
Registration Statement shall prevail. Capitalized terms used in this material shall have the same meaning as in the Tender Offer Registration Statement, unless thecontext otherwise requires.

Change to a Two-Stage Tender Offer Scheme
On August 8, KKR announced a tender offer (“Tender Offer”) to take-private FUJI SOFT INCORPORATED (the “Target Company”). The Tender Offer
has commenced with the period set from September 5 to October 21.
KKR has announced a change to a “Two-Stage Tender Offer Scheme” as follows, to ensure that shareholders who wish to sell through the Tender
Offer may do so. The Scheme Change was established to address recent market speculation and uncertainty, and potential concerns from various
stakeholders arising from Bain Capital’s “Planned Proposal Announcement,” which is unprecedented in Japan M&A practice.

First Tender
Offer

Price: 8,800 yen per share｜Period: Sept 5 – Oct 21 | Minimum number of shares to be purchased: Removed / Maximum
number of shares to be purchased: N/A•

The First Tender Offer will succeed regardless of the number of shares tendered, ensuring purchases from shareholders that wish to sell
promptly at 8,800 yen per share.

•

As 3DIP (23.46%) and Farallon (9.22%) have already tendered into the Tender Offer (and will not be able to withdraw as per the Tender
Agreement), KKR will be a shareholder with at least 32.68% of the Target Company as of the commencement date of settlement of theFirst Tender Offer.

Second Tender
Offer

Price: 8,800 yen per share｜Period：late Oct – late Nov｜Minimum number of shares to be purchased: The minimum
requirement for the squeeze-out, which is 53.22% (minimum number before the Scheme Change) minus the number ofshares tendered in the First Tender Offer / Maximum number of shares to be purchased: N/A•

The opportunity to sell at the price of 8,800 yen per share will be available in KKR’s Second Tender Offer, even if there is no alternative
legally binding proposal made or tender offer by then.

•

The Second Tender Offer will be conducted promptly after completion of the First Tender Offer. If more than 53.22% of the shares aretendered in the First Tender Offer, the Second Tender Offer will not be conducted, and the Squeeze-out Procedure will be implemented.

1

Background to the Scheme Change
KKR believes that Bain Capital’s “Planned Proposal Announcement,” which is unprecedented in Japan M&A practice, has made it difficult for
general shareholders to make well-informed decisions, and there is a risk of market confusion compelling shareholders to wait for a prolonged
period. KKR believes that the current situation  where the prospects of the Tender Offer with an expression of support and recommendation
to tender from the Target Company, which was announced and launched after a long period of discussions and consideration between theTarget Company and KKR, have been significantly damaged by such announcement  is undesirable for various stakeholders including thecustomers and employees of the Target Company as well as shareholders who wish to sell and KKR who wishes to complete the take-private.
For these reasons, KKR decided to establish the Scheme Change to provide shareholders with transaction certainty and more options.
•

Background tochange to“Two-Stage
Tender Offer
Scheme”•

KKR believes that there are shareholders with the following views:
A)

Those who are satisfied with the price of 8,800 yen per share and are willing to tender as of October 21; andB)

Those who are waiting to see how the situation develops

KKR believes that the interests and sell opportunities of shareholders who would have been able to sell their shares for 8,800 yen
per share (A) would be impaired if the KKR Tender Offer is not successful due to market confusion arising from Bain Capital’s“Planned Proposal Announcement.”••

KKR also understands that there are shareholders who are waiting to assess the situation (B)••Significance of
take-private by KKR •KKR would like to make purchases as originally scheduled from the shareholders who are willing to tender in theongoing Tender Offer, including 3DIP and Farallon who have entered into tender agreements.
KKR believes that all shareholders should be guaranteed the opportunity to sell their shares for 8,800 yen per shareeven if no alternative legally binding proposal is made or tender offer is launched.

Over a period of about two years, KKR held discussions with the Target Company regarding measures to enhance corporate
value, and after being granted the opportunity to conduct due diligence from April 2024 until June 2024, KKR’s proposal was
evaluated as the best among the three companies that participated in the process run by the Target Company, and KKR received
the Target Company’s expression of support and recommendation to tender, which led to KKR’s announcement on August 8.
KKR has high regard for the growth potential of FUJI SOFT, and looks to leverage its global network, experience and expertise
and work closely with FUJI SOFT’s management and employees to provide better services and solutions for customers, andaccelerate the company’s growth, which will in turn create value for important stakeholders, including management, employees,
and customers.

2

Background of KKR’s Consideration of a Take-Private of the Target Company
Since the establishment of the Special Committee in September 2023, the main deliberative bodies for the Transaction have been the Special
Committee and the board of directors of the Target Company (the 3DIP-led solicitation for proposals ended in September 2023). After
discussions with management, three companies (including KKR) were granted the opportunity to conduct due diligence (DD) and make aproposal. KKR announced and commenced the Tender Offer with the Target Company’s expression of support and recommendation to tender.
KKR’s Actions

2022

Aug

Establishment of Corporate Value Improvement Committee

July – Sept 2023
Solicitation forproposals by 3DIP

2023

Solicitation by 3DIP for
proposals ended in Sept 2023

Sept

2024

Aug – Sept 2023
Request for
information provision
by Target Company
Special Committee established

Nov

Simultaneous delisting of four listed subsidiaries

Jan 12

Announcement of serious considerationof take-private proposals from multiple PE funds

Feb 14

Announcement of Mid-term Business Plan 2028

Feb - Mar

Three companies, including KKR, update proposals

Apr - June

Three companies, including KKR, granted DD opportunity

June

Take-private proposals made by three companies(two, including KKR’s, are legally binding, and one is not)July 5

KKR was granted exclusivity

July 26

Non-legally binding proposal made by Bain Capital

Aug 8(Target Company expresses support and recommends tender)

Sept 3
Sept 5

Meetings with multiple PE funds in OctoberMultiple meetings and discussions withmanagement

3DIP communicates that participation is mandatory
to obtain the right to negotiate a tender agreementwith 3DIP (such a tender agreement being effectively
essential in a tender offer involving a major
shareholder)

Participated in 3DIP process after consultingwith management from the perspective ofensuring likelihood of the deal

Target Company seeks “information provision”
on take-private proposals (multiple companies,
including KKR and Bain Capital participated)

Provided information on its take-private
proposal to Target Company

Sept 2023 – Aug 2024
Special Committee and board of directors lead Continued to meet and discuss withproactive review of measures to improve management on multiple occasions
corporate value, including going private, anddecide on take-private by KKR
After the Target Company announced its
consideration of going private and a new
Mid-term Business Plan, accelerated
Jan - June 2024
Three companies (including PE funds that did not proposals and discussions and submitted an
participate in the 3DIP process), including KKR, updated take-private proposal
update proposals based on the Target Company’s
January and February announcements, and obtain Detailed due diligence conducted
opportunity to conduct DD and make a legallybinding proposal*While Bain Capital “communicated its
intentions to make a proposal multiple times,
they did not provide any written proposals

After submitting a legally binding proposal,
continued discussions with Special Committee
and management, KKR was granted exclusivity
on July 5, which led to KKR’s announcement on
August 8

KKR announces planned tender offer

Bain Capital’s “Planned Proposal Announcement”
press release
KKR launches tender offer(Target Company maintains support and recommendation to tender)3

Disclaimer
The purpose of this material is to supplement the amendment statement to the Tender Offer Registration Statement for the Tender Offer and it has
not been prepared for the purpose of soliciting an offer to sell or purchase in the Tender Offer. When making an application to tender, please be
sure to read the Tender Offer Explanatory Statement for the Tender Offer and make your own decision as a shareholder or share option holder. This
material does not constitute, either in whole or in part, a solicitation of an offer to sell or purchase any securities, and the existence of this material(or any part thereof) or its distribution shall not be construed as a basis for any agreement regarding the Tender Offer, nor shall it be relied upon in
concluding an agreement regarding the Tender Offer.
The Tender Offer will be conducted in compliance with the procedures and information disclosure standards set forth in Japanese law, and those
procedures and standards are not always the same as the procedures and information disclosure standards in the U.S. In particular, neither sections
13(e) or 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; the same shall apply hereinafter) or the rules under these sections apply to
the Tender Offer; and therefore the Tender Offer will not be conducted in accordance with those procedures and standards.
Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely in Japanese. All or a part of the documentation
relating to the Tender Offer will be prepared in English; however, if there is any discrepancy between the English-language documents and theJapanese-language documents, the Japanese-language documents shall prevail.
This material includes statements that fall under “forward-looking statements” as defined in section 27A of the U.S. Securities Act of 1933, as
amended, and section 21E of the Securities Exchange Act of 1934. Due to known or unknown risks, uncertainties or other factors, actual results may
differ materially from the predictions indicated by the statements that are implicitly or explicitly forward-looking statements. Neither the Tender
Offeror nor any of its affiliates guarantee that the predictions indicated by the statements that are implicitly or expressly forward-looking
statements will materialize. The forward-looking statements in this material were prepared based on information held by the Tender Offeror as oftoday, and the Tender Offeror and its affiliates shall not be obliged to amend or revise such statements to reflect future events or circumstances,
except as required by laws and regulations.
The Tender Offeror, its financial advisors and the tender offer agent (and their respective affiliates) may purchase the common shares and shareoptions of the Target Company, by means other than the Tender Offer, or conduct an act aimed at such purchases, for their own account or for
their client’s accounts, in the scope of their ordinary business and to the extent permitted under financial instrument exchange-related laws andregulations, and any other applicable laws and regulations in Japan, in accordance with the requirements of Rule 14e-5(b) of the U.S. Securities
Exchange Act of 1934 during the Tender Offer Period. Such purchases may be conducted at the market price through market transactions or at a
price determined by negotiations off-market. In the event that information regarding such purchases is disclosed in Japan, such information will also
be disclosed on the English website of the person conducting such purchases (or by any other method of public disclosure).
4

September 19, 2024
To whom it may concern:
Company

FUJI SOFT INCORPORATED

Name:
Representative:

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

Contact:

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

Company

FK Co., Ltd.

Name:
Representative:

Michael Longo, Representative Director(Amendment) Notice Regarding Amendment to “Notice Regarding the Commencement of
Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK
Co., Ltd.” Following Submission of Amendment Statement to the Tender Offer Registration
Statement by FK Co., Ltd.
On September 19, 2024, FK Co., Ltd. (“Tender Offeror”) submitted an Amendment Statement to the Tender Offer
Registration Statement to the Director of the Kanto Local Finance Bureau, pursuant to Article 27-8, paragraph (2) ofthe Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended), regarding the Tender Offer Registration
Statement dated September 5, 2024 (including the matters amended by the Amendment Statement to the Tender Offer
Registration Statement submitted by the Tender Offeror on September 13, 2024) for the tender offer for the commonshares and share options of FUJI SOFT INCORPORATED.
Accordingly, the “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Securities Code: 9749)” dated September 4, 2024 (including the matters amended by the“(Amendment) Notice Regarding Amendment to “Notice Regarding the Commencement of Tender Offer for the Sharesof FUJI SOFT INCORPORATED (Securities Code: 9749)” and “Public Notice for Commencement of Tender Offer”
Following Submission of Amendment Statement to the Tender Offer Registration Statement by FK Co., Ltd.” dated
September 13, 2024) is amended as described in the “(Amendment) Notice Regarding Amendment to “NoticeRegarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code:9749)” Following Submission of Amendment Statement to the Tender Offer Registration Statement by FK Co., Ltd.”
attached hereto.
End
This press release is published by FK Co., Ltd. (Tender Offeror) in accordance with Article 30, paragraph (1), item(iv) of the Order for Enforcement of the Financial Instruments and Exchange Act based on a request made by FUJI
SOFT INCORPORATED (the Target Company in the Tender Offer).
(Attachment)“(Amendment) Notice Regarding Amendment to “Notice Regarding the Commencement of Tender Offer for the Sharesof FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.” Following Submission of Amendment
Statement to the Tender Offer Registration Statement by FK Co., Ltd.” dated September 19, 20241

September 19, 2024
To whom it may concern:
Company

FK Co., Ltd.

Name:
Representative:

Michael Longo, Representative Director(Amendment) Notice Regarding Amendment to “Notice Regarding the Commencement of
Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK
Co., Ltd.” Following Submission of Amendment Statement to the Tender Offer Registration
Statement by FK Co., Ltd.
FK Co., Ltd. (“Tender Offeror”) commenced a tender offer (“Tender Offer” or the “First Tender Offer”) on September
5, 2024 for the common shares (“Target Company Shares”) and share options of FUJI SOFT INCORPORATED(Securities Code: 9749; Prime Market of the Tokyo Stock Exchange, Inc. “Target Company”) under the Financial
Instruments and Exchange Act (Act No. 25 of 1948, as amended; “Act”) and relevant laws and regulations.
As some matters have arisen that require revision to that stated in the Tender Offer Registration Statement pertaining
to the Tender Offer submitted on September 5, 2024 (including the matters amended by the Amendment Statement to
the Tender Offer Registration Statement submitted on September 13, 2024, “Tender Offer Registration Statement”), an
Amendment Statement to the Tender Offer Registration Statement was submitted by the Tender Offeror on September
19, 2024 (“September 19 Amended Statement”) pursuant to Article 27-8, paragraph (2) of the Act for the purpose ofsuch revisions.

Accordingly, the “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Securities Code: 9749)” dated September 4, 2024 (including the matters amended by the“(Amendment) Notice Regarding Amendment to “Notice Regarding the Commencement of Tender Offer for the Sharesof FUJI SOFT INCORPORATED (Securities Code: 9749)” and “Public Notice for Commencement of Tender Offer”
Following Submission of Amendment Statement to the Tender Offer Registration Statement by FK Co., Ltd.”announced on September 13, 2024) is hereby amended as follows.

Revisions are underlined.

2

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

(Note 1)(omitted)
It was planned that the Tender Offer will commence promptly once the following Conditions Precedent aresatisfied or waived by the Tender Offeror:(1)

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

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

3

(3)

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

no event has occurred that could have a material adverse effect on the business, financial condition,
management situation, assets, liabilities, cash flow or future prospects of the Target Company
Group (as defined in “(I) Business Environment Surrounding the Target Company, etc.” in “(2)Background, Purpose, and Decision-making Process Leading to the Determination to Conduct theTender Offer, and the Management Policy After the Tender Offer” in “1. Purpose of the Purchase”
below; the same shall apply hereinafter), or on relevant economic or market conditions, and noother events have occurred in the Tender Offer Group that are reasonably considered by the Tender
Offeror to have a material impact on the Tender Offeror decision to commence the Tender Offer;(6)

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

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

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

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

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

4

(11)

acquisition of the Clearance has been completed;

For details of the obligations of 3DIP in (6), details of the representations and warranties of 3DIP in (7),and other details of the 3DIP Tender Agreement, please refer to “(I) 3DIP Tender Agreement” in “(6) Matters
Concerning Material Agreements relating to the Tender Offer” in “1. Purpose of the Purchase” below, andfor details of the obligations of Farallon in (8), details of the representations and warranties of Farallon in(9), and other details of the Farallon Tender Agreement, please refer to “(II) Farallon Tender Agreement” in“(6) Matters Concerning Material Agreements relating to the Tender Offer” in “1. Purpose of the Purchase”
below.
(omitted)(After revision)
As announced in the Notice Regarding the Planned Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Securities Code 9749) by FK Co., Ltd. published on August 8, 2024 (“Tender Offeror Press Release
Dated August 8, 2024”), FK Co., Ltd. (“Tender Offeror” or the “First Tender Offer”) decided on August 8, 2024 toacquire the common shares (“Target Company Shares”) and Share Options (as defined in “(II) Share Options” in “(3)Purchase Price” in “2. Outline of the Purchase” below; the same shall apply hereinafter; the “Target Company Shares”
and the “Share Options” are referred to collectively as the “Target Company Securities”) of FUJI SOFT
INCORPORATED (Securities Code: 9749; Prime Market of the Tokyo Stock Exchange, Inc. (“TSE”); “Target
Company”) through a tender offer (“Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of1948, as amended; “Act”) and relevant laws and regulations.
With respect to the Tender Offer, obtaining clearance pertaining to permits, authorizations, licenses, approvals,consents, registrations, notifications, and other acts or procedures equivalent thereto (collectively, “Permits”) necessary
under the competition laws of Japan and Vietnam and the Foreign Exchange and Foreign Trade Act of Japan (Act No.
228 of 1949, as amended; “Foreign Exchange and Foreign Trade Act”) (collectively, “Clearance”) is required, and it
may have been necessary to obtain clearance related to the Permits under laws and regulations pertaining to overseas
inward direct investment (Belgium), and as, although notifications concerning the procedures under the competition
laws of Japan and under the Foreign Exchange and Foreign Trade Act of Japan were filed on August 2, 2024, andpreparations were being made to file a notification concerning the procedures under the competition laws of Vietnam,
and such filing was planned to be made as soon as preparations were complete, such procedures were not completed asof August 8, 2024 and it was expected that a certain period of time would be required for the procedures pertaining toobtaining the Clearance. Therefore, it was planned that the Tender Offer would commence promptly once certain
conditions (such conditions are referred to as the “Conditions Precedent”), such as completion of acquisition of the
Clearance (Note 1), are satisfied, or waived by the Tender Offeror. With respect to the Permits under laws andregulations pertaining to overseas inward direct investment (Belgium) as notifications may not have been required
depending on the views of the relevant authorities on the Target Company’s business in the above-mentioned countries
and the attributes of the Tender Offeror, the Tender Offeror intended to confirm the views of the relevant authorities
promptly after August 8, 2024 and determine whether such notifications are required based on the legal advice of local
law firms. As stated in “(1) Outline of the Tender Offer” in 1. Purpose of the Purchase” below, subsequently, the Tender
Offeror confirmed that it does not need to obtain Clearance related to Permits under laws and regulations related toinward direct investment outside Japan (Belgium).

(Note 1)(omitted)
It was planned that the Tender Offer will commence promptly once the following Conditions Precedent aresatisfied or waived by the Tender Offeror:(1)

the Special Committee (as defined in “(II) Discussion Between the Tender Offeror and the Target
Company and 3DIP, and the Process of Decision-making by the Tender Offeror, etc.” in “(2)5Background, Purpose, and Decision-making Process Leading to the Determination to Conduct theTender Offers, and the Management Policy After the Tender Offers” in 1. Purpose of the Purchase”
below; the same shall apply hereinafter) established by the Target Company’s board of directors
has made a report containing positive opinions about the Target Company’s board of directors’
expression of opinion to support the Tender Offer, and that report has not been changed orwithdrawn;(2)

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

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

no event has occurred that could have a material adverse effect on the business, financial condition,
management situation, assets, liabilities, cash flow or future prospects of the Target Company
Group (as defined in “(I) Business Environment Surrounding the Target Company, etc.” in “(2)Background, Purpose, and Decision-making Process Leading to the Determination to Conduct theTender Offers, and the Management Policy After the Tender Offers” in “1. Purpose of the Purchase”
below; the same shall apply hereinafter), or on relevant economic or market conditions, and noother events have occurred in the Tender Offer Group that are reasonably considered by the Tender
Offeror to have a material impact on the Tender Offeror decision to commence the Tender Offer;(6)

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

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

obligations to be performed or complied with by Farallon (as defined in “(1) Outline of the Tender6

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

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

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

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

Purpose of the Purchase(Prior to revision)(1)

Outline of the Tender Offer

The Tender Offeror is a stock company established on July 26, 2024, the principal business of which is to acquire andown the Target Company Securities through the Tender Offer, and to control and manage the business activities of theTarget Company after the completion of the Tender Offer. As of today, all of its issued shares are owned by FK Holdings
Co., Ltd. (“Tender Offeror Parent Company”), a stock company established on July 26, 2024. In addition, as of today,
FK Investment L.P. (“KKR Fund”), a limited partnership established under the laws of Ontario, Canada on July 24,
2024, which is indirectly operated by Kohlberg Kravis Roberts & Co. L.P. (including affiliates and related funds;“KKR”), an investment advisory firm established under the laws of Delaware, U.S.A., owns all of the issued shares of
the Tender Offeror Parent Company. The Tender Offeror, the Tender Offeror Parent Company, and the KKR Fund do
not own Target Company Shares as of today.
(omitted)
In regard to the Tender Offer, the Tender Offeror executed an agreement as of August 8, 2024 with 3D Investment
Partners Pte. Ltd. (“3DIP”), the largest shareholder of the Target Company, to tender all of the Target Company Sharesfor which 3DIP has investment authority (number of shares held: 14,834,000 shares, Ownership Ratio (Note 5: 23.46%)
in the Tender Offer (“3DIP Tender Agreement”). In addition, the Tender Offeror executed an agreement with Farallon
Capital Partners, L.P. (number of shares held: 444,992 shares, Ownership Ratio (0.70%), Farallon Capital Institutional
Partners, L.P. (number of shares held: 702,957 shares, Ownership Ratio (1.11%), Four Crossings Institutional Partners
V, L.P. (number of shares held: 108,631 shares, Ownership Ratio (0.17%), Farallon Capital Institutional Partners II,
L.P. (number of shares held: 150,040 shares, Ownership Ratio (0.24%), Farallon Capital Offshore Investors II, L.P.
(number of shares held: 1,754,833 shares, Ownership Ratio (2.77%), Farallon Capital F5 Master I, L.P. (number ofshares held: 314,460 shares, Ownership Ratio (0.50%), Farallon Capital (AM) Investors, L.P. (number of shares held:
57,458 shares, Ownership Ratio (0.09%), Farallon Capital Institutional Partners III, L.P. (number of shares held: 76,299
shares, Ownership Ratio (0.12%), and Cabrillo Funding Ltd. (number of shares held: 2,224,000 shares, Ownership
Ratio (3.52%), (collectively, “Farallon”; 3DIP and Farallon are referred to collectively as the “Tendering Shareholders”),

7

shareholders of the Target Company, to tender all of the Target Company Shares held by Farallon (number of shares
held: 5,833,670 shares, Ownership Ratio: 9.22%) in the Tender Offer (“Farallon Tender Agreement”; the 3DIP Tender
Agreement and the Farallon Tender Agreement are collectively referred to as the “Tender Agreements,” and the Target
Company Securities (total: 20,667,670 shares, Ownership Ratio: 32.68%) to be tendered under the Tender Agreements
shall be referred to as the “Planned Tender Shares”). For details of the Tender Agreements, please refer to “(I) 3DIP
Tender Agreement” and “(II) Farallon Tender Agreement” in “(6) Matters Concerning Material Agreements relating to
the Tender Offer” below. At the time of entering into the Tender Agreements, the Tender Offeror had expected to set
the minimum number of shares to be purchased at 42,142,900 shares (Ownership Ratio: 66.64%). However, on
September 4, 2024, the Tender Offeror decided to commence the Tender Offer from September 5, 2024, with theminimum number of shares to be purchased set at 33,658,500 shares (Ownership Ratio: 53.22%), and on September 4,2024, the Tender Offeror obtained the agreement of each Tendering Shareholder to tender the Planned Tender Shares
under each Tender Agreement regardless of any change to the minimum number of shares to be purchased.
(omitted)
In the Tender Offer, the Tender Offeror has set 33,658,000 shares (Ownership Ratio: 53.22%) as the minimum
number of shares to be purchased, and if the total number of the shares, etc. tendered in the Tender Offer (“Tendered
Shares”) is less than the minimum number of shares to be purchased (33,658,000 shares), the Tender Offeror will notpurchase any of the Tendered Shares. On the other hand, as the Tender Offeror aims to take the Target Company privateby acquiring all of the Target Company Shares (which includes Restricted Shares and Target Company Shares delivered
upon exercise of the Share Options but excludes treasury shares owned by the Target Company) and all of the Share
Options, the Tender Offeror has not set a maximum number of shares to be purchased in the Tender Offer, and if thetotal number of Tendered Shares equals to or exceeds the minimum number of shares to be purchased, which is
33,658,000 shares, the Tender Offeror will purchase all of the Tendered Shares. The minimum number of shares to bepurchased, which is 33,658,000 shares, is the number of shares derived by multiplying the number of voting rights for
the Total Number of Shares after Taking into Account the Potential Shares of the Target Company as of June 30, 2024
(632,382 voting rights) by 53.25% (336,744 voting rights; rounded up to the nearest whole number), after deducting
the number of voting rights (159 voting rights) for the number of Restricted Shares held by directors of the Target
Company (totaling 15,937 shares, Ownership Ratio: 0.03%) (Note 7), and then multiplying such number of voting
rights by 100 (33,658,000 shares), the share unit of the Target Company.
The reasons for setting the minimum number of shares to be purchased are as follows.
(omitted)
As stated above, while some passive index management funds will not tender their shares in the Tender Offer, after
the completion of the Tender Offer, if a proposal on the Share Consolidation (as defined in “(4) Policy on Post-Tender
Offer Organizational Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)” below) is submitted to theExtraordinary General Shareholders Meeting (as defined in “(4) Policy on Post-Tender Offer Organizational
Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)” below), some of them may vote in favor of the
proposal, and as it generally can be inferred that they will exercise their voting rights in favor of the proposal at thegeneral meeting of shareholders proposed after the company expresses its support for the proposal, even if the numberof Target Company shares held by the Tender Offeror after completion of the Tender Offer is the minimum number ofshares to be purchased, it is expected that the Target Company Shares whose voting rights will be exercised in favor of
the proposal on the Share Consolidation will reach 61.45% in terms of the ownership ratio (Note 10). Furthermore,considering the number of Target Company Shares required for the approval of the proposal on the Share Consolidation
being at a level equivalent to the ratio (approximately 61.44%) calculated by multiplying 92.16%, which is the
maximum voting rate at the general shareholders meeting for the most recent three fiscal years of the Target Company(rounded to the nearest three decimal places; the same shall apply hereinafter in the calculation of the voting rights

8ratio) by two-thirds, which is the voting rights ratio required for the approval of a special resolution at the generalshareholders meeting, it is estimated that the level of the number of Target Company Shares whose voting rights will
be exercised in favor of the proposal on the Share Consolidation (approximately 61.45%) will exceed the voting rights
ratio of 61.44%, and in light of this, the Tender Offeror expects that the requirements for the approval of the proposalon the Share Consolidation will be satisfied.
Based on the information above, the Tender Offer has set the number of voting rights of the Target Company to beheld by the Tender Offeror after the Tender Offer as at least equal to 53.22% of the total voting rights of the Target
Company in order to ensure the stable completion of the Tender Offer and maximize the likelihood of the success of
the Transaction and to ensure that the voting rights of the Target Company held by the Tender Offeror will reach alevel at which the proposal on the Share Consolidation is approved at the Extraordinary General Shareholders Meeting,even if the Tender Offeror does not own two-thirds of the voting rights of all shareholders of the Target Company after
the Tender Offer.
(Note 7)

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

(omitted)(Note 10) As mentioned in Note 7 above, as among the Restricted Shares, the number of shares held by the Target
Company’s directors (ownership ratio: 0.03%) are expected to support the Squeeze-out Procedure if
the Tender Offer is completed, in addition to the Target Company Shares held by the passive index
management funds (ownership ratio: approximately 8.2%), the number of the Restricted Shares(ownership ratio: 0.03%) has been added to 33,658,500 shares (ownership ratio: 53.22%), which is set
as the minimum number of shares to be purchased.
The Tender Offeror plans to finance the funds required for the settlement of the Tender Offer by borrowing fromfinancial institutions and through capital contributions and loans from the Tender Offeror Parent Company.
If the Tender Offeror is unable to acquire all of the Target Company Shares (which includes Restricted Shares andTarget Company Shares delivered upon exercise of the Share Options but excludes treasury shares owned by the Target
Company) and all of the Share Options through the Tender Offer, the Tender Offeror intends to implement a series ofprocedures after the completion of the Tender Offer to make the Tender Offeror the sole shareholder of the Target
Company (“Squeeze-out Procedure”; for details, please refer to “(4) Policy on Post-Tender Offer Organizational
Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)”.
As stated above, as the minimum number of shares to be purchased is set at 33,658,500 shares (Ownership ratio:
53.22%) in the Tender Offer, if the total number of voting rights of the Target Company held by the Tender Offeror isless than two-thirds of the total number of voting rights of all shareholders of the Target Company after the completionof the Tender Offer, it is possible that the proposal for the Share Consolidation to be conducted as part of the Squeezeout Procedure will not be approved at the Extraordinary General Shareholders Meeting. However, even if approval is
not obtained, the Tender Offeror will ultimately acquire all of the Target Company Shares (including the Target
Company Shares to be delivered through the exercise of the Restricted Shares and the Share Options and excluding theTarget Company Shares held by the Tender Offeror and treasury shares held by the Target Company) to take the Target

9Company private, and taking into account, among other matters, the status of tenders in the Tender Offer, status ofownership and attributes of the Target Company Shares of the Target Company shareholders, trends in the market shareprice, and the ratio of voting rights exercised at the Extraordinary General Shareholders Meeting, the Tender Offeror
will acquire the Target Company Shares by all means until the proposal of the Share Consolidation is approved at thegeneral shareholders meeting of the Target Company to take the Target Company private. Although there are no
assumptions regarding the acquisition at this time, the Tender Offeror will use the market price in the case of an onmarket transaction, and in the case of a method other than an on-market transaction, the Tender Offeror will acquire
the Target Company Shares at a price evaluated as being economically equivalent to the Tender Offer Price (as definedin “(II) Discussion Between the Tender Offeror and the Target Company and 3DIP, and the Process of Decision-making
by the Tender Offeror, etc.” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination
to Conduct the Tender Offer, and the Management Policy After the Tender Offer” below; the same shall apply
hereinafter) per share, unless there is an event that causes an adjustment to become necessary, such as a shareconsolidation or a share split by the Target Company. The specific timing and method of the additional acquisition andthe period required for the subsequent approval of the proposal on the Share Consolidation at the general shareholders
meeting cannot be determined at this time due to various circumstances, such as market conditions. However, theTender Offeror intends to make every effort to implement the Share Consolidation as soon as practicable.
(omitted)
Upon receiving such communication, the Target Company asked the Special Committee to examine whether there isany change to the Report dated August 7, 2024 submitted by the Special Committee to the board of directors of theTarget Company dated August 7, 2024 and to inform the Target Company’s board of directors of either the nonexistence of a change in the prior opinion or to provide the opinion after any change. As a result of consideration of theconsulted matters, taking into account the circumstances from August 8, 2024 (“Transaction Announcement Date”) to
September 4, 2024 (“Additional Report Preparation Date”), the Special Committee provided a report (“Report dated
September 4, 2024”) to the effect that there are no factors that would require a change to the contents of the Report
dated August 7, 2024, and as of the Additional Report Preparation Date, the opinion expressed by the Special
Committee in the Report dated August 7, 2024 remains unchanged, to the board of directors of the Target Company.
For an overview of the Report dated September 4, 2024 and the specific activities of the Special Committee, pleaserefer to “(IV) Establishment of an Independent Special Committee by the Target Company and Obtaining a Reportfrom the Special Committee” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure
the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(omitted)
For details of the resolutions of the meeting of the board of directors of the Target Company held on August 8, 2024
and today mentioned above, please refer to the Target Company Press Release and “(VII) Approval of All Directors
With No Interest in the Target Company and Opinion of No Objection of All Target Company Auditors With No
Interest in the Target Company” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to
Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(After revision)(1)

Outline of the Tender Offers

The Tender Offeror is a stock company established on July 26, 2024, the principal business of which is to acquire andown the Target Company Securities through the First Tender Offer and the tender offer that the Tender Offeror plans to
conduct after the completion of the First Tender Offer (the “Second Tender Offer”; the First Tender Offer and theSecond Tender Offer are collectively referred to as the “Tender Offers”), and to control and manage the businessactivities of the Target Company after the completion of the Tender Offers. As of today, all of its issued shares are
owned by FK Holdings Co., Ltd. (“Tender Offeror Parent Company”), a stock company established on July 26, 2024.

10

In addition, as of today, FK Investment L.P. (“KKR Fund”), a limited partnership established under the laws of Ontario,
Canada on July 24, 2024, which is indirectly operated by Kohlberg Kravis Roberts & Co. L.P. (including affiliates andrelated funds; “KKR”), an investment advisory firm established under the laws of Delaware, U.S.A., owns all of theissued shares of the Tender Offeror Parent Company. The Tender Offeror, the Tender Offeror Parent Company, and theKKR Fund do not own Target Company Shares as of today.
(omitted)
In regard to the Tender Offer, the Tender Offeror executed an agreement as of August 8, 2024 with 3D Investment
Partners Pte. Ltd. (“3DIP”), the largest shareholder of the Target Company, to tender all of the Target Company Sharesfor which 3DIP has investment authority (number of shares held: 14,834,000 shares, Ownership Ratio (Note 5: 23.46%)
in the Tender Offer (“3DIP Tender Agreement”). In addition, the Tender Offeror executed an agreement with Farallon
Capital Partners, L.P. (number of shares held: 444,992 shares, Ownership Ratio (0.70%), Farallon Capital Institutional
Partners, L.P. (number of shares held: 702,957 shares, Ownership Ratio (1.11%), Four Crossings Institutional Partners
V, L.P. (number of shares held: 108,631 shares, Ownership Ratio (0.17%), Farallon Capital Institutional Partners II,
L.P. (number of shares held: 150,040 shares, Ownership Ratio (0.24%), Farallon Capital Offshore Investors II, L.P.
(number of shares held: 1,754,833 shares, Ownership Ratio (2.77%), Farallon Capital F5 Master I, L.P. (number ofshares held: 314,460 shares, Ownership Ratio (0.50%), Farallon Capital (AM) Investors, L.P. (number of shares held:
57,458 shares, Ownership Ratio (0.09%), Farallon Capital Institutional Partners III, L.P. (number of shares held: 76,299
shares, Ownership Ratio (0.12%), and Cabrillo Funding Ltd. (number of shares held: 2,224,000 shares, Ownership
Ratio (3.52%), (collectively, “Farallon”; 3DIP and Farallon are referred to collectively as the “Tendering Shareholders”),
shareholders of the Target Company, to tender all of the Target Company Shares held by Farallon (number of shares
held: 5,833,670 shares, Ownership Ratio: 9.22%) in the Tender Offer (“Farallon Tender Agreement”; the 3DIP Tender
Agreement and the Farallon Tender Agreement are collectively referred to as the “Tender Agreements,” and the Target
Company Securities (total: 20,667,670 shares, Ownership Ratio: 32.68%) to be tendered under the Tender Agreements
shall be referred to as the “Planned Tender Shares”). For details of the Tender Agreements, please refer to “(I) 3DIP
Tender Agreement” and “(II) Farallon Tender Agreement” in “(8) Matters Concerning Material Agreements relating to
the Tender Offer” below. At the time of entering into the Tender Agreements, the Tender Offeror had expected to set
the minimum number of shares to be purchased at 42,142,900 shares (Ownership Ratio: 66.64%). However, on
September 4, 2024, the Tender Offeror decided to commence the Tender Offer from September 5, 2024, with theminimum number of shares to be purchased set at 33,658,500 shares (Ownership Ratio: 53.22%), and on September 4,2024, the Tender Offeror obtained the agreement of each Tendering Shareholder to tender the Planned Tender Shares
under each Tender Agreement regardless of any change to the minimum number of shares to be purchased.
(omitted)
While it is unclear whether Bain Capital (as defined in “(III) Decision-making Process and Reasons Leading to theTarget Company’s Support of the Tender Offer” in “(2) Background, Purpose, and Decision-making Process Leading
to the Determination to Conduct the Tender Offers, and the Management Policy After the Tender Offers” below; thesame shall apply hereinafter) will make a legally binding proposal in October 2024 and conduct a tender offer, as
described in “Notice of Submission of Proposal for Tender Offer for FUJI SOFT INCORPORATED (Securities Code:9749) by Bain Capital” announced on September 3, 2024 (“Bain Capital Press Release”), as it would be inappropriatethat as a result of the market price of the Target Company Shares exceeding the Tender Offer Price (as defined in “(II)Discussion Between the Tender Offeror and the Target Company and 3DIP, and the Process of Decision-making by theTender Offeror, etc.” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to
Conduct the Tender Offers, and the Management Policy After the Tender Offers” below; the same shall apply
hereinafter), the Tender Offer is not completed, thereby denying an opportunity to sell on the commencement date ofsettlement of the Tender Offer (October 28, 2024) to the Target Company shareholders who wish to sell their Target
Company Shares at the Tender Offer Price (“Prospective Selling Shareholders”), and the Share Option Holders who

11wish to sell their Share Options at the Share Option Purchase Price (“Prospective Selling Share Option Holders”), andthus on September 19, 2024, the Tender Offeror decided to remove the minimum number of shares to be purchased in
the First Tender Offer (the “Removal of the Minimum Tender Condition”. With respect to the First Tender Offer, withthe exception of the minimum number of shares to be purchased, the principal purchase conditions as stated in the
Public Notice for Commencement of Tender Offer submitted by the Tender Offeror on September 5, 2024 remainunchanged.), so that all of the Target Company Shares and the Share Options that Prospective Selling Shareholders,
including each Tendering Shareholder, and Prospective Selling Share Option Holders wish to sell can be acquired by
the Tender Offeror on the commencement date of settlement of the Tender Offer (October 28, 2024). Furthermore, theTender Offeror decided that in addition to the Removal of the Minimum Tender Condition, so that the shareholders of
the Target Company and Share Option Holders who wish to assess whether Bain Capital will make a legally binding
proposal in October 2024 and announce a planned tender offer as described in the Bain Capital Press Release, and thedetails thereof, will have a certain opportunity secured to sell the Target Company Shares at the same price as that of
the Tender Offer Price, and the Share Options at the difference between the Tender Offer Price and the exercise price
per Target Company Share even in the case that Bain Capital has not announced a planned tender offer, it wouldcommence the Second Tender Offer (together with the Removal of the Minimum Tender Condition, the “Scheme
Change”) as soon as practicably possible after the First Tender Offer is completed and settlement is completed. If atender offer is commenced by Bain Capital, the Tender Offeror does not plan to tender its Target Company Shares insuch tender offer. In addition, if the Tender Offeror acquires 33,658,500 or more of the Target Company Shares(Ownership Ratio: 53.22%) in the First Tender Offer, the Second Tender Offer will not be conducted. Furthermore,prior to deciding on the Scheme Change, the Tender Offeror explained the details of the Scheme Change to each
Tendering Shareholder, and when confirming their intention to tender the Planned Tender Shares regardless of theRemoval of the Minimum Tender Condition, each Tendering Shareholder expressed their intention to the Tender Offeror
to tender their respective Planned Tender Shares. In addition, as of the submission date of the September 19 Amended
Statement, the Tender Offeror has confirmed that each of the Tendering Shareholders has already tendered theirrespective Planned Tender Shares pursuant to their respective Tender Agreements, and such tender will not be
withdrawn without the consent of the Tender Offeror.
The reasons for deciding on the Removal of the Minimum Tender Condition and to commence the Second Tender
Offer at the same tender offer price as the Tender Offer Price are as follows.
On September 3, 2024, Bain Capital issued the Bain Capital Press Release. According to the Target Company Press
Release Dated September 4, 2024, from the viewpoint of not arbitrarily eliminating the possibility of counterproposals
being realized, the Target Company decided on September 4, 2024 to continue granting Bain Capital the opportunity
to conduct due diligence during the Tender Offer Period, and that if a legally binding proposal is made by Bain Capital,
the Target Company and the Special Committee plan to carefully and sincerely consider it. However, the Bain Capital
Press Release states Bain Capital may make a legally binding proposal to take the Target Company private, subject tocertain conditions precedent, including (i) the cooperation reasonably required from the Target Company is obtained ina timely manner, (ii) the necessary institutional decisions are made at Bain Capital, (iii) good faith discussions areentered into with the management of the Target Company through an appropriate process and the management of theTarget Company and Bain Capital reach a consensus as to management policy for after the delisting of the Target
Company Shares, (iv) it being confirmed in future due diligence that there have been no changes to the Target Company
Group’s business, financial situation, management situation, assets, liabilities, cash flows, or future prospects from thecontent verified in the Information Provision Process, and (v) preparation having been made for receipt of commitment
letters for certain funds-based financing from major domestic financial institutions. However, it is unclear as to (a)whether Bain Capital will make a legally binding proposal, and if so, when, (b) what time frame the Target Company
will use to consider the legally binding proposal if one is made, (c) whether the Target Company will change its opinion

12

regarding the Tender Offer (a resolution of the board of directors of the Target Company expressing an opinion in favorof the Tender Offeror and recommending the shareholders and Share Options Holders tender in the Tender Offer) as aresult of such consideration, and (d) the reliability of the schedule set out in the Bain Capital Press Release (the planfor Bain Capital to submit a legally binding proposal and announce the scheduled commencement of a tender offer by
Bain Capital in October 2024, and the conducting of a tender offer in November 2024 by Bain Capital). In this regard,
the Guidelines for Corporate Takeovers – Enhancing Corporate Value and Securing Shareholder’s Interests establishedby the Ministry of Economy, Trade and Industry on August 31, 2023 state that from the perspective of ensuring thatshareholders are provided with the necessary information when making decisions about acquisitions and are notprevented from making rational decisions, it is not advisable for an acquiring party to “announce advance notice of aplanned tender offer without a reasonable basis for actually commencing the tender offer, such as by lacking thefinancial resources required for the acquisition”. However, since the publication of the Bain Capital Press Release, themarket price of the Target Company Shares has risen sharply, and the Tender Offeror believes that there are concernsthat the Target Company shareholders and Share Option Holders are being prevented from making rational decisions.
In addition, according to the Target Company Press Release Dated September 4, 2024, as of September 3, 2024, theTender Agreements entered into by the Tender Offeror remain valid, and that given the high likelihood of the Tendering
Shareholders tendering in the Tender Offer by the Tender Offeror was one of the reasons why the Special Committee
determined that there was no change in its assessment that the Transaction by the Tender Offeror is superior to the
proposal by Bain Capital in terms of feasibility, the Tender Offeror believes that whether or not 3DIP and Farallon willtender in the Tender Offer in accordance with the Tender Agreements is important information for the Target Company
shareholders and Share Option Holders in making a rational decision as to the feasibility of the Transaction by theTender Offeror and Bain Capital’s proposal. However, in the Bain Capital Press Release, it is speculated, without
providing any concrete evidence, that if the Target Company changes its opinion on the Tender Offer, 3DIP will be
released from its obligations under the 3DIP Tender Agreement and should be able to tender in a tender offer by Bain
Capital. Therefore, the Tender Offeror believes that there are specific concerns that actions may be taken by the Target
Company shareholders and Share Option Holders under the assumption that there is a possibility the Tendering
Shareholders may not tender in the Tender Offer, and that the making of rational decisions may be hindered.
Therefore, so that all of the Target Company Shares and the Share Options that Prospective Selling Shareholders,
including each Tendering Shareholder, and Prospective Selling Share Option Holders wish to sell can be acquired by
the Tender Offeror on the commencement date of settlement of the Tender Offer (October 28, 2024), on September 19,
2024, the Tender Offeror decided on the Removal of the Minimum Tender Condition. Furthermore, the Tender Offeror
decided that in addition to the Removal of the Minimum Tender Condition, so that the shareholders of the Target
Company and Share Option Holders who wish to assess whether Bain Capital will make a legally binding proposal in
October 2024 and announce a planned tender offer as described in the Bain Capital Press Release, and the details
thereof, will have a certain opportunity secured to sell the Target Company Shares at the same price as that of the Tender
Offer Price, and the Share Options at the difference between the Tender Offer Price and the exercise price per Target
Company Share even in the case that Bain Capital has not announced a planned tender offer, it would commence theSecond Tender Offer as soon as practicably possible after the First Tender Offer is completed and settlement iscompleted. If a tender offer is commenced by Bain Capital, the Tender Offeror does not plan to tender its Target
Company Shares in such tender offer. In addition, if the Tender Offeror acquires 33,658,500 or more of the Target
Company Shares (Ownership Ratio: 53.22%) in the First Tender Offer, the Second Tender Offer will not be conducted.
Furthermore, prior to deciding on the Scheme Change, the Tender Offeror explained the details of the Scheme Change
to each Tendering Shareholder, and when confirming their intention to tender the Planned Tender Shares regardless of
the Removal of the Minimum Tender Condition, each Tendering Shareholder expressed their intention to the Tender
Offeror to tender their respective Planned Tender Shares. In addition, as of the submission date of the September 19

13

Amended Statement, the Tender Offeror has confirmed that each of the Tendering Shareholders has already tendered
their respective Planned Tender Shares pursuant to their respective Tender Agreements, and such tender will not be
withdrawn without the consent of the Tender Offeror.
As stated above, the Tender Offeror believes that the Scheme Change, in addition to allowing for all of the Target
Company Shares and the Share Options that Prospective Selling Shareholders, including each Tendering Shareholder,
and Prospective Selling Share Option Holders wish to sell to be acquired by the Tender Offeror on the commencement
date of settlement of the Tender Offer (October 28, 2024), will provide a certain opportunity secured to the shareholdersof the Target Company and Share Option Holders who wish to assess whether Bain Capital will make a legally binding
proposal in October 2024 and announce a planned tender offer as described in the Bain Capital Press Release, and thedetails thereof, to sell the Target Company Shares at the same price as that of the Tender Offer Price, and the Share
Options at the difference between the Tender Offer Price and the exercise price per Target Company Share even in thecase that Bain Capital has not announced a planned tender offer. Furthermore, as the conditions of the Tenders Offers
as a whole have not deteriorated in comparison to the First Tender Offer prior to the Removal of the Minimum Tender
Condition, the Tender Offeror believes that the Target Company will maintain its opinion in support of the Tender
Offers and its resolution recommending that its shareholders and Share Options Holders tender in the Tender Offers,
and that the Removal of the Minimum Tender Condition and decision to conduct the Second Tender Offer will notprevent the Target Company shareholders and the Share Option Holders from making rational decisions.
The principal purchase conditions of the First Tender Offer and Second Tender Offer are as follows.

Tender offer price

Maximum number toFirst Tender Offer

Second Tender Offer

8,800 per common share
1,067,000 yen per Fifth Series Share Option

8,800 per common share
1,067,000 yen per Fifth Series Share Option

929,600 yen per Sixth Series Share Option

929,600 yen per Sixth Series Share Option

228,100 yen per Seventh Series Share

228,100 yen per Seventh Series Share

OptionOption

N/A

N/A

N/A

The number of shares obtained by deducting

be purchased
Minimum number to bepurchased

the number of First Tender Offer Tendered
Shares from 33,658,500 shares (Ownership
Ratio: 53.22%)

As stated above, in the Second Tender Offer, the minimum number of shares to be purchased is planned to be set atthe number obtained by deducting the number of shares tendered in the First Tender Offer (“Tendered Shares” or “First
Tender Offer Tendered Shares”) from 33,658,500 shares (Ownership Ratio: 53.22%). If the total number of sharestendered in the Second Tender Offer (“Second Tender Offer Tendered Shares”) is less than the minimum number ofshares to be purchased, the Tender Offeror will not purchase any of the Second Tender Offer Tendered Shares. If theTender Offeror acquires 33,658,500 or more of the Target Company Shares (Ownership Ratio: 53.22%) in the First
Tender Offer, the Second Tender Offer will not be conducted.

14

As the First Tender Offer is being conducted as part of the Transaction which aims to take the Target Company private
through acquisition all of the Target Company Shares (which includes Restricted Shares and Target Company Sharesdelivered upon exercise of the Share Options but excludes treasury shares owned by the Target Company) and all of
the Share Options, the Tender Offeror has not set a maximum number of shares to be purchased in the First Tender
Offer. In addition, in the First Tender Offer, the Tender Offeror has not set a minimum number of shares to be purchased
after the Removal of the Minimum Tender Condition, as the Tender Offeror aims to allow for all of the Target Company
Shares and the Share Options that Prospective Selling Shareholders, including each Tendering Shareholder, andProspective Selling Share Option Holders wish to sell can be acquired by the Tender Offeror on the commencement
date of settlement of the Tender Offer (October 28, 2024). In this regard, the Tender Offeror had set the minimum
number of shares to be purchased at 33,658,500 (Ownership Ratio: 53.22%) in the Tender Offer Registration Statement
for the First Tender Offer, however, as stated above, the Tender Offeror has decided to conduct the Second Tender Offer
after the First Tender Offer is completed and settlement is completed, with the aim of acquiring all of the Target
Company Shares and Share Options other than those acquired through the First Tender Offer (which includes Restricted
Shares and Target Company Shares delivered upon exercise of the Share Options but excludes treasury shares ownedby the Target Company), and to remove the minimum number of shares to be purchased in the First Tender Offer. If theTender Offeror acquires 33,658,500 or more of the Target Company Shares (Ownership Ratio: 53.22%) in the First
Tender Offer, the Second Tender Offer will not be conducted.
The purchase price for the Target Company Shares in the Second Tender Offer (“Second Tender Offer Price”) isplanned to be 8,800 yen, the same amount as in the First Tender Offer Price (as defined in “(II) Discussion Between
the Tender Offeror and the Target Company and 3DIP, and the Process of Decision-making by the Tender Offeror, etc.”
in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender Offers,
and the Management Policy After the Tender Offers” below). For details of the Second Tender Offer Price, please referto “(III) Determination of Second Tender Offer Price” in “(4) Matters Relating to the Second Tender Offer” below. In
addition, in the Second Tender Offer, the minimum number of shares to be purchased is planned to be set by the Tender
Offeror at the number obtained by deducting the number of First Tender Offer Tendered Shares from 33,658,500 shares(Ownership Ratio: 53.22%), and if the total number of Second Tender Offer Tendered Shares is less than the minimum
number of shares to be purchased, the Tender Offeror will not purchase any of the Second Tender Offer Tendered Shares.
On the other hand, as the Tender Offeror aims to take the Target Company private by acquiring all of the Target
Company Shares (which includes Restricted Shares and Target Company Shares delivered upon exercise of the Share
Options but excludes Target Company Shares and Share Options owned by the Tender Offeror and treasury shares
owned by the Target Company) and all of the Share Options, the Tender Offeror plans to not set a maximum numberof shares to be purchased in the Second Tender Offer, and if the total number of Second Tender Offer Tendered Shares
equals to or exceeds the minimum number of shares to be purchased, the Tender Offeror will purchase all of the Second
Tender Offer Tendered Shares. The minimum number of shares planned to be purchased is the number of shares derived
by multiplying the number of voting rights for the Total Number of Shares after Taking into Account the Potential
Shares of the Target Company as of June 30, 2024 (632,382 voting rights) by 53.25% (336,744 voting rights; rounded
up to the nearest whole number), after deducting the number of voting rights (159 voting rights) for the number ofRestricted Shares held by directors of the Target Company (totaling 15,937 shares, Ownership Ratio: 0.03%) (Note 8),
and then multiplying such number of voting rights by 100 (33,658,500 shares), the share unit of the Target Company,
and then deducting the number of First Tender Offer Tendered Shares.
The reasons for setting the minimum number of shares to be purchased in the Second Tender Offer are as follows.
(omitted)
As stated above, while some passive index management funds will not tender their shares in the Tender Offers, after
the completion of the Tender Offers, if a proposal on the Share Consolidation (as defined in “(6) Policy on Post-Tender15

Offers Organizational Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)” below) is submitted to theExtraordinary General Shareholders Meeting (as defined in “(6) Policy on Post-Tender Offers Organizational
Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)” below), some of them may vote in favor of the
proposal, and as it generally can be inferred that they will exercise their voting rights in favor of the proposal at thegeneral meeting of shareholders proposed after the company expresses its support for the proposal, even if the numberof Target Company shares held by the Tender Offeror after completion of the Tender Offers is the number obtained byadding the minimum number of shares to be purchased in the Second Tender Offer to the number of First Tender Offer
Tendered Shares, it is expected that the Target Company Shares whose voting rights will be exercised in favor of the
proposal on the Share Consolidation will reach 61.45% in terms of the ownership ratio (Note 10). Furthermore,considering the number of Target Company Shares required for the approval of the proposal on the Share Consolidation
being at a level equivalent to the ratio (approximately 61.44%) calculated by multiplying 92.16%, which is the
maximum voting rate at the general shareholders meeting for the most recent three fiscal years of the Target Company(rounded to the nearest three decimal places; the same shall apply hereinafter in the calculation of the voting rights
ratio) by two-thirds, which is the voting rights ratio required for the approval of a special resolution at the generalshareholders meeting, it is estimated that the level of the number of Target Company Shares whose voting rights will
be exercised in favor of the proposal on the Share Consolidation (approximately 61.45%) will exceed the voting rights
ratio of 61.44%, and in light of this, the Tender Offeror expects that the requirements for the approval of the proposalon the Share Consolidation will be satisfied.
Based on the information above, the Tender Offeror plans to set the number of voting rights of the Target Company
to be held by the Tender Offeror after the Tender Offers as at least equal to 53.22% of the total voting rights of theTarget Company in order to ensure the stable completion of the Second Tender Offer and maximize the likelihood of
the success of the Transaction and to ensure that the voting rights of the Target Company held by the Tender Offeror
will reach a level at which the proposal on the Share Consolidation is approved at the Extraordinary General
Shareholders Meeting, even if the Tender Offeror does not own two-thirds of the voting rights of all shareholders of
the Target Company after the Tender Offers.
(Note 7)

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

(omitted)(Note 10) As mentioned in Note 7 above, as among the Restricted Shares, the number of shares held by the Target
Company’s directors (ownership ratio: 0.03%) are expected to support the Squeeze-out Procedure if
the Tender Offers are completed, in addition to the Target Company Shares held by the passive index
management funds (ownership ratio: approximately 8.2%), the number of the Restricted Shares(ownership ratio: 0.03%) has been added to 33,658,500 shares (ownership ratio: 53.22%), which is thetotal of the First Tender Offer Tendered Shares and the planned minimum number of shares to bepurchased in the Second Tender Offer.
The Tender Offeror plans to finance the funds required for the settlement of the Tender Offer by borrowing fromfinancial institutions and through capital contributions and loans from the Tender Offeror Parent Company.
Furthermore, as the Tender Offeror acknowledges that there has been a lot of media coverage on the Transaction
following the publication of the Bain Capital Press Release and the deal has attracted attention and believes that the16risk of information leaks has increased, the Tender Offeror has not held discussions with financial institutions regarding
the Removal of the Minimum Tender Condition and the conducting of the Second Tender Offer prior to the submissionof the September 19 Amended Statement. Promptly after the date of submission of the September 19 Amended
Statement, the Tender Offeror plans to explain to the financial institutions the Removal of the Minimum Tender
Condition and conducting of the Second Tender Offer, as well as the reasons for the same, and request that, regardlessof the Removal of the Minimum Tender Condition, they provide funding as described in “(a) Financial institutions”
under “(III) Funds planned to be borrowed on or after the notification date” in “(2) Deposits or Borrowings that can be
Appropriated as Funds Required for Tender Offer” in “8. Funds Required for the Tender Offer”.
If the Tender Offeror is unable to acquire all of the Target Company Shares (which includes Restricted Shares andTarget Company Shares delivered upon exercise of the Share Options but excludes treasury shares owned by the Target
Company) and all of the Share Options through the Tender Offers, the Tender Offeror intends to implement a series ofprocedures after the completion of the Tender Offers to make the Tender Offeror the sole shareholder of the Target
Company (“Squeeze-out Procedure”; for details, please refer to “(6) Policy on Post-Tender Offers Organizational
Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)”.
As stated above, as the minimum number of shares to be purchased in the Second Tender Offer is planned to be set
so that, together with the number of First Tender Offer Tendered Shares, the number of Target Company Shares heldby the Tender Offeror after the Tender Offers is 33,658,500 shares (Ownership Ratio: 53.22%), if the total number ofvoting rights of the Target Company held by the Tender Offeror is less than two-thirds of the total number of voting
rights of all shareholders of the Target Company after the completion of the Tender Offers, it is possible that the
proposal for the Share Consolidation to be conducted as part of the Squeeze-out Procedure will not be approved at theExtraordinary General Shareholders Meeting. However, even if approval is not obtained, the Tender Offeror will
ultimately acquire all of the Target Company Shares (including the Target Company Shares to be delivered through theexercise of the Restricted Shares and the Share Options and excluding the Target Company Shares held by the Tender
Offeror and treasury shares held by the Target Company) to take the Target Company private, and taking into account,among other matters, the status of tenders in the Tender Offers, status of ownership and attributes of the Target
Company Shares of the Target Company shareholders, trends in the market share price, and the ratio of voting rights
exercised at the Extraordinary General Shareholders Meeting, the Tender Offeror will acquire the Target Company
Shares by all means until the proposal of the Share Consolidation is approved at the general shareholders meeting of
the Target Company to take the Target Company private. Although there are no assumptions regarding the acquisitionat this time, the Tender Offeror will use the market price in the case of an on-market transaction, and in the case of amethod other than an on-market transaction, the Tender Offeror will acquire the Target Company Shares at a priceevaluated as being economically equivalent to the Tender Offer Price per share, unless there is an event that causes anadjustment to become necessary, such as a share consolidation or a share split by the Target Company. The specifictiming and method of the additional acquisition and the period required for the subsequent approval of the proposal on
the Share Consolidation at the general shareholders meeting cannot be determined at this time due to various
circumstances, such as market conditions. However, the Tender Offeror intends to make every effort to implement the
Share Consolidation as soon as practicable.
(omitted)
Upon receiving such communication, the Target Company asked the Special Committee to examine whether there isany change to the Report dated August 7, 2024 submitted by the Special Committee to the board of directors of theTarget Company dated August 7, 2024 and to inform the Target Company’s board of directors of either the nonexistence of a change in the prior opinion or to provide the opinion after any change. As a result of consideration of theconsulted matters, taking into account the circumstances from August 8, 2024 (“Transaction Announcement Date”) to17September 4, 2024 (“Additional Report Preparation Date”), the Special Committee provided a report (“Report dated
September 4, 2024”) to the effect that there are no factors that would require a change to the contents of the Report
dated August 7, 2024, and as of the Additional Report Preparation Date, the opinion expressed by the Special
Committee in the Report dated August 7, 2024 remains unchanged, to the board of directors of the Target Company.
For an overview of the Report dated September 4, 2024 and the specific activities of the Special Committee, pleaserefer to “(IV) Establishment of an Independent Special Committee by the Target Company and Obtaining a Reportfrom the Special Committee” in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure
the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(omitted)
For details of the resolutions of the meeting of the board of directors of the Target Company held on August 8, 2024
and today mentioned above, please refer to the Target Company Press Release and “(VII) Approval of All Directors
With No Interest in the Target Company and Opinion of No Objection of All Target Company Auditors With No
Interest in the Target Company” in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures to
Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below. Furthermore, as theTender Offeror acknowledges that there has been a lot of media coverage on the Transaction following the publicationof the Bain Capital Press Release and the deal has attracted attention and believes that the risk of information leaks has
increased, and the Target Company is continuing to grant Bain Capital the opportunity to conduct due diligence, theTender Offeror has determined there are concerns about information leaks, and has not held discussions with the Target
Company regarding the Removal of the Minimum Tender Condition and the conducting of the Second Tender Offerprior to the submission of the September 19 Amended Statement. Promptly after the date of submission of theSeptember 19 Amended Statement, the Tender Offeror plans to explain to the Target Company the Removal of the
Minimum Tender Condition and conducting of the Second Tender Offer, as well as the reasons for the same, andrequest that the Target Company maintains its opinion in support of the Tender Offers and its resolution recommendingthat its shareholders and Share Options Holders tender in the Tender Offers.
In this regard, as stated above, the Tender Offeror believes that the Removal of the Minimum Tender Condition andthe conducting of the Second Tender Offer, in addition to allowing for all of the Target Company Shares and the Share
Options that Prospective Selling Shareholders, including each Tendering Shareholder, and Prospective Selling Share
Option Holders wish to sell to be acquired by the Tender Offeror on the commencement date of settlement of the Tender
Offer (October 28, 2024), will provide a certain opportunity secured to the shareholders of the Target Company andShare Option Holders who wish to assess whether Bain Capital will make a legally binding proposal in October 2024
and announce a planned tender offer as described in the Bain Capital Press Release, and the details thereof, to sell theTarget Company Shares at the same price as that of the Tender Offer Price, and the Share Options at the difference
between the Tender Offer Price and the exercise price per Target Company Share even in the case that Bain Capital
has not announced a planned tender offer. Furthermore, as the conditions of the Tenders Offers as a whole have notdeteriorated in comparison to the First Tender Offer prior to the Removal of the Minimum Tender Condition, the Tender
Offeror believes that the Target Company will maintain its opinion in support of the Tender Offers and its resolution
recommending that its shareholders and Share Options Holders tender in the Tender Offers.
(Prior to revision)(2)

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

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

18

Press Release, and explanations received from the Target Company.
(After revision)(2)

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

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

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

(Prior to revision)(omitted)
Subsequently, on July 5, 2024, KKR was notified by the Target Company that KKR was granted exclusive negotiationrights for the Transaction. After continuing discussions with the Target Company from early July to early August of thesame year regarding practical measures toward the implementation of the Transaction, such as the coordination of thebusiness and financial information of the Target Company necessary for obtaining the Clearance, an agreement wasreached on August 7, 2024 to implement the Transaction by setting the Tender Offer Price of the Target Company
Shares at 8,800 yen per Target Company Share (“Tender Offer Price”) and setting the Share Option Purchase Price ata price calculated by multiplying the difference between the Tender Offer Price (8,800 yen) and the exercise price per
Target Company Share for each Share Option by the number of Target Company Shares per Share Option, and on thesame day, the Tender Offeror decided to implement the Tender Offer.
In addition, in parallel with discussions with the Target Company, on July 8, 2024, KKR requested that 3DIP enter
into a tender agreement based on the 3DIP Process Preferential Negotiation Right Agreement, after explaining thevarious terms and conditions of the Tender Offer, including the Tender Offer Price, as well as the details of discussions
that KKR had with the Target Company regarding the enhancement of corporate value, and proposals from KKR. In
response, on August 8, 2024, 3DIP agreed to tender in the Tender Offer and entered into the 3DIP Tender Agreementwith the Tender Offeror on the same day on the basis that the Target Company’s board of directors resolved to express
its opinion to support the Tender Offer, such expression of opinion has been made public, and such expression of
opinion has not been changed or withdrawn (for details, please refer to “(I) 3DIP Tender Agreement” in “(6) Matters
Concerning Material Agreements relating to the Tender Offer” below). In addition, in parallel with discussions with theTarget Company, on July 8, 2024, KKR requested that Farallon enter into a tender agreement, after explaining thevarious terms and conditions of the Tender Offer, including the Tender Offer Price, as well as the details of discussions
that KKR had with the Target Company regarding the enhancement of corporate value, and proposals from KKR. In
response, on August 8, 2024, Farallon agreed to tender in the Tender Offer and entered into the Farallon Tender
Agreement with the Tender Offeror on the same day on the basis that the Target Company’s board of directors resolved
to express its opinion to support the Tender Offer, such expression of opinion has been made public, and such expressionof opinion has not been changed or withdrawn (for details, please refer to “(II) Farallon Tender Agreement” in “(6)Matters Concerning Material Agreements relating to the Tender Offer” below). At the time of entering into the Tender
Agreements, the Tender Offeror had expected to set the minimum number of shares to be purchased at 42,142,900
shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror decided to commence theTender Offer from September 5, 2024, with the minimum number of shares to be purchased set at 33,658,500 shares(Ownership Ratio: 53.22%), and on September 4, 2024, the Tender Offeror obtained the agreement of each Tendering
Shareholder to tender the Planned Tender Shares under each Tender Agreement regardless of any change to the19minimum number of shares to be purchased.
Subsequently, on August 26, 2024, the Tender Offeror informed the Target Company that that based on expectations
for the Procedures in Response to Vietnamese Authorities, the Tender Offeror will commence the Tender Offer from
September 5, 2024. Furthermore, on August 30, 2024, the Tender Offeror informed the Target Company that (i) theprocedures in response to the authorities, except for the Foreign Exchange Act Procedures and the Procedures in
Response to Vietnamese Authorities, have been completed; (ii) in relation to condition 11 of the Conditions Precedent,
the Tender Offeror will waive the condition of the completion of acquisition of the Clearance related to the Foreign
Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities; and (iii) on the premise that theConditions Precedent are satisfied (or waived by the Tender Offeror), the Tender Offeror planned to commence theTender Offer from September 5, 2024. Then, as the Tender Offeror confirmed that all of the Conditions Precedent(excluding the completion of acquisition of Clearance related to the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities) have been satisfied as stated in “(1) Outline of the Tender Offer”
above and it determined that the Tender Offer is ready to commence, and the Tender Offeror waived the Conditions
Precedent relating to completion of acquisition of Clearance related to the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities (condition 11), the Tender Offeror decided today to commence theTender Offer from September 5, 2024. As the Tender Offeror believes that there is no particular change in the factors
considered in determining the Tender Offer Price, even taking into account the situation from August 8, 2024, on which
the Tender Offeror Press Release dated August 8, 2024 was published, to today, the Tender Offeror determined that
there is no need to change the Tender Offer Price decided on August 8, 2024.
Furthermore, on August 26, 2024, the Tender Offeror informed the Target Company that in light of the fact that thestatutory waiting period under the Foreign Exchange and Foreign Trade Act had been shortened, and there was a
possibility that approval for the Share Acquisition could be obtained during the Tender Offer Period, and in light of thefact that the period until notification was accepted by the Vietnam National Competition Commission and the initial
30-day review period could be shortened, there was a possibility that approval for the Share Acquisition could beobtained during the Tender Offer Period, and thus the Tender Offer Period was set at 20 business days, the statutory
minimum. Subsequently, the Tender Offeror received a communication from the Target Company today, that, on theassumption that the Tender Offer Period will be 30 business days or more, at the board of directors meeting held today,
the Target Company resolved to express its support for the Tender Offer again and to recommend its shareholders andShare Options Holders to tender their Target Company Securities in the Tender Offer, and that in the event the Tender
Offer Period is not set at 30 business days or more, to make a request for an extension of the purchase period as provided
for in Article 27-10, Paragraph 2, Item 2 of the Act. As a result, the Tender Offeror decided to set the Tender Offer
Period at 30 business days.
(After revision)(omitted)
Subsequently, on July 5, 2024, KKR was notified by the Target Company that KKR was granted exclusive negotiationrights for the Transaction. After continuing discussions with the Target Company from early July to early August of thesame year regarding practical measures toward the implementation of the Transaction, such as the coordination of thebusiness and financial information of the Target Company necessary for obtaining the Clearance, an agreement wasreached on August 7, 2024 to implement the Transaction by setting a tender offer price of the Target Company Sharesat 8,800 yen per Target Company Share (“Tender Offer Price” or “First Tender Offer Price”) and setting the Share
Option Purchase Price at a price calculated by multiplying the difference between the Tender Offer Price (8,800 yen)and the exercise price per Target Company Share for each Share Option by the number of Target Company Shares per
Share Option, and on the same day, the Tender Offeror decided to implement the Tender Offer.

20

In addition, in parallel with discussions with the Target Company, on July 8, 2024, KKR requested that 3DIP enter
into a tender agreement based on the 3DIP Process Preferential Negotiation Right Agreement, after explaining thevarious terms and conditions of the Tender Offer, including the Tender Offer Price, as well as the details of discussions
that KKR had with the Target Company regarding the enhancement of corporate value, and proposals from KKR. In
response, on August 8, 2024, 3DIP agreed to tender in the Tender Offer and entered into the 3DIP Tender Agreementwith the Tender Offeror on the same day on the basis that the Target Company’s board of directors resolved to express
its opinion to support the Tender Offer, such expression of opinion has been made public, and such expression of
opinion has not been changed or withdrawn (for details, please refer to “(I) 3DIP Tender Agreement” in “(8) Matters
Concerning Material Agreements relating to the Tender Offer” below). In addition, in parallel with discussions with theTarget Company, on July 8, 2024, KKR requested that Farallon enter into a tender agreement, after explaining thevarious terms and conditions of the Tender Offer, including the Tender Offer Price, as well as the details of discussions
that KKR had with the Target Company regarding the enhancement of corporate value, and proposals from KKR. In
response, on August 8, 2024, Farallon agreed to tender in the Tender Offer and entered into the Farallon Tender
Agreement with the Tender Offeror on the same day on the basis that the Target Company’s board of directors resolved
to express its opinion to support the Tender Offer, such expression of opinion has been made public, and such expressionof opinion has not been changed or withdrawn (for details, please refer to “(II) Farallon Tender Agreement” in “(8)Matters Concerning Material Agreements relating to the Tender Offer” below). At the time of entering into the Tender
Agreements, the Tender Offeror had expected to set the minimum number of shares to be purchased at 42,142,900
shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror decided to commence theTender Offer from September 5, 2024, with the minimum number of shares to be purchased set at 33,658,500 shares(Ownership Ratio: 53.22%), and on September 4, 2024, the Tender Offeror obtained the agreement of each Tendering
Shareholder to tender the Planned Tender Shares under each Tender Agreement regardless of any change to theminimum number of shares to be purchased.
Subsequently, on August 26, 2024, the Tender Offeror informed the Target Company that that based on expectations
for the Procedures in Response to Vietnamese Authorities, the Tender Offeror will commence the Tender Offer from
September 5, 2024. Furthermore, on August 30, 2024, the Tender Offeror informed the Target Company that (i) theprocedures in response to the authorities, except for the Foreign Exchange Act Procedures and the Procedures in
Response to Vietnamese Authorities, have been completed; (ii) in relation to condition 11 of the Conditions Precedent,
the Tender Offeror will waive the condition of the completion of acquisition of the Clearance related to the Foreign
Exchange Act Procedures and the Procedures in Response to Vietnamese Authorities; and (iii) on the premise that theConditions Precedent are satisfied (or waived by the Tender Offeror), the Tender Offeror planned to commence theTender Offer from September 5, 2024. Then, as the Tender Offeror confirmed that all of the Conditions Precedent(excluding the completion of acquisition of Clearance related to the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities) have been satisfied as stated in “(1) Outline of the Tender Offers”
above and it determined that the Tender Offer is ready to commence, and the Tender Offeror waived the Conditions
Precedent relating to completion of acquisition of Clearance related to the Foreign Exchange Act Procedures and theProcedures in Response to Vietnamese Authorities (condition 11), the Tender Offeror decided today to commence theTender Offer from September 5, 2024. As the Tender Offeror believes that there is no particular change in the factors
considered in determining the Tender Offer Price, even taking into account the situation from August 8, 2024, on which
the Tender Offeror Press Release dated August 8, 2024 was published, to today, the Tender Offeror determined that
there is no need to change the Tender Offer Price decided on August 8, 2024.
Furthermore, on August 26, 2024, the Tender Offeror informed the Target Company that in light of the fact that thestatutory waiting period under the Foreign Exchange and Foreign Trade Act had been shortened, and there was a
possibility that approval for the Share Acquisition could be obtained during the Tender Offer Period, and in light of the21

fact that the period until notification was accepted by the Vietnam National Competition Commission and the initial
30-day review period could be shortened, there was a possibility that approval for the Share Acquisition could beobtained during the Tender Offer Period, and thus the Tender Offer Period was set at 20 business days, the statutory
minimum. Subsequently, the Tender Offeror received a communication from the Target Company today, that, on theassumption that the Tender Offer Period will be 30 business days or more, at the board of directors meeting held today,
the Target Company resolved to express its support for the Tender Offer again and to recommend its shareholders andShare Options Holders to tender their Target Company Securities in the Tender Offer, and that in the event the Tender
Offer Period is not set at 30 business days or more, to make a request for an extension of the purchase period as provided
for in Article 27-10, Paragraph 2, Item 2 of the Act. As a result, the Tender Offeror decided to set the Tender Offer
Period at 30 business days.
On September 3, 2024, the Bain Capital Press Release was published. According to the Target Company Press
Release Dated September 4, 2024, from the viewpoint of not arbitrarily eliminating the possibility of counterproposals
being realized, the Target Company decided on September 4, 2024 to continue granting Bain Capital the opportunity
to conduct due diligence during the Tender Offer Period, and that if a legally binding proposal is made by Bain Capital,
the Target Company and the Special Committee plan to carefully and sincerely consider it. However, the Bain Capital
Press Release states Bain Capital may make a legally binding proposal to take the Target Company private, subject tocertain conditions precedent, including (i) the cooperation reasonably required from the Target Company is obtainedin a timely manner, (ii) the necessary institutional decisions are made at Bain Capital, (iii) good faith discussions areentered into with the management of the Target Company through an appropriate process and the management of theTarget Company and Bain Capital reach a consensus as to management policy for after the delisting of the Target
Company Shares, (iv) it being confirmed in future due diligence that there have been no changes to the Target Company
Group’s business, financial situation, management situation, assets, liabilities, cash flows, or future prospects from thecontent verified in the Information Provision Process, and (v) preparation having been made for receipt of commitment
letters for certain funds-based financing from major domestic financial institutions. However, it is unclear as to (a)whether Bain Capital will make a legally binding proposal, and if so, when, (b) what time frame the Target Company
will use to consider the legally binding proposal if one is made, (c) whether the Target Company will change its opinion
regarding the Tender Offer (a resolution of the board of directors of the Target Company expressing an opinion in favorof the Tender Offeror and recommending the shareholders and Share Options Holders tender in the Tender Offer) as aresult of such consideration, and (d) the reliability of the schedule set out in the Bain Capital Press Release (the planfor Bain Capital to submit a legally binding proposal and announce the scheduled commencement of a tender offer by
Bain Capital in October 2024, and the conducting of a tender offer in November 2024 by Bain Capital). In this regard,
the Guidelines for Corporate Takeovers – Enhancing Corporate Value and Securing Shareholder’s Interests establishedby the Ministry of Economy, Trade and Industry on August 31, 2023 state that from the perspective of ensuring thatshareholders are provided with the necessary information when making decisions about acquisitions and are notprevented from making rational decisions, it is not advisable for an acquiring party to “announce advance notice of aplanned tender offer without a reasonable basis for actually commencing the tender offer, such as by lacking thefinancial resources required for the acquisition”. However, since the publication of the Bain Capital Press Release, themarket price of the Target Company Shares has risen sharply, and the Tender Offeror believes that there are concernsthat the Target Company shareholders and Share Option Holders are being prevented from making rational decisions.
In addition, according to the Target Company Press Release Dated September 4, 2024, as of September 3, 2024, theTender Agreements entered into by the Tender Offeror remain valid, and that given the high likelihood of the Tendering
Shareholders tendering in the Tender Offer by the Tender Offeror was one of the reasons why the Special Committee
determined that there was no change in its assessment that the Transaction by the Tender Offeror is superior to the
proposal by Bain Capital in terms of feasibility, the Tender Offeror believes that whether or not 3DIP and Farallon willtender in the Tender Offer in accordance with the Tender Agreements is important information for the Target Company

22

shareholders and Share Option Holders in making a rational decision as to the feasibility of the Transaction by theTender Offeror and Bain Capital’s proposal. However, in the Bain Capital Press Release, it is speculated, without
providing any concrete evidence, that if the Target Company changes its opinion on the Tender Offer, 3DIP will be
released from its obligations under the 3DIP Tender Agreement and will be able to tender in a tender offer by Bain
Capital. Therefore, the Tender Offeror believes that there are specific concerns that actions may be taken by the Target
Company shareholders and Share Option Holders under the assumption that there is a possibility the Tendering
Shareholders may not tender in the Tender Offer, and that the making of rational decisions may be hindered.
Therefore, so that all of the Target Company Shares and the Share Options that Prospective Selling Shareholders,
including each Tendering Shareholder, and Prospective Selling Share Option Holders wish to sell can be acquired by
the Tender Offeror on the commencement date of settlement of the Tender Offer (October 28, 2024), on September 19,
2024, the Tender Offeror decided on the Removal of the Minimum Tender Condition. Furthermore, the Tender Offeror
decided that in addition to the Removal of the Minimum Tender Condition, so that the shareholders of the Target
Company and Share Option Holders who wish to assess whether Bain Capital will make a legally binding proposal in
October 2024 and announce a planned tender offer as described in the Bain Capital Press Release, and the details
thereof, will have a certain opportunity secured to sell the Target Company Shares at the same price as that of theTender Offer Price, and the Share Options at the difference between the Tender Offer Price and the exercise price per
Target Company Share even in the case that Bain Capital has not announced a planned tender offer, it would commence
the Second Tender Offer as soon as practicably possible after the First Tender Offer is completed and settlement iscompleted. Prior to deciding on the Scheme Change, the Tender Offeror explained the details of the Scheme Change
to each Tendering Shareholder, and when confirming their intention to tender the Planned Tender Shares regardless of
the Removal of the Minimum Tender Condition, each Tendering Shareholder expressed their intention to the Tender
Offeror to tender their respective Planned Tender Shares. In addition, as of the submission date of the September 19
Amended Statement, the Tender Offeror has confirmed that each of the Tendering Shareholders has already tendered
their respective Planned Tender Shares pursuant to their respective Tender Agreements, and such tender will not be
withdrawn without the consent of the Tender Offeror. If a tender offer is commenced by Bain Capital, the Tender
Offeror does not plan to tender its Target Company Shares in such tender offer. In addition, if the Tender Offeror
acquires 33,658,500 or more of the Target Company Shares (Ownership Ratio: 53.22%) in the First Tender Offer, theSecond Tender Offer will not be conducted.
As stated in “(1) Outline of the Tender Offers” above, in the Second Tender Offer, the minimum number of shares tobe purchased is planned to be set at the number obtained by deducting the number of First Tender Offer Tendered
Shares from 33,658,500 shares (Ownership Ratio: 53.22%). If the total number of Second Tender Offer Tendered
Shares is less than the minimum number of shares to be purchased, the Tender Offeror will not purchase any of theSecond Tender Offer Tendered Shares.

(III)

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

According to the Target Company Press Release, the decision-making process and reasons for the Target Company’s
support of the Tender Offer are as follows.
(Prior to revision)(i) Background of Establishment of Examination Framework(omitted)
The matters entrusted to the Special Committee (“Entrusted Matters”) are as set out below, and the board of directorsof the Target Company has resolved to make decisions regarding those matters with the utmost respect for thejudgement of the Special Committee regarding the following entrusted matters (for details of the authority of the Special
Committee, see “(IV) Establishment of an Independent Special Committee by the Target Company and Obtaining a23

Report from the Special Committee” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures
to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest below).
(omitted)(After revision)(i) Background of Establishment of Examination Framework(omitted)
The matters entrusted to the Special Committee (“Entrusted Matters”) are as set out below, and the board of directorsof the Target Company has resolved to make decisions regarding those matters with the utmost respect for thejudgement of the Special Committee regarding the following entrusted matters (for details of the authority of the Special
Committee, see “(IV) Establishment of an Independent Special Committee by the Target Company and Obtaining aReport from the Special Committee” in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures
to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest below).
(omitted)(ii) Background of Examinations and Negotiations(Prior to revision)(omitted)
In the course of those discussions and evaluations, the Target Company obtained a share valuation report from SMBC
Nikko Securities dated August 7, 2024 (“Share Valuation Report (SMBC Nikko Securities)”) (for an overview of thatshare valuation report, see “(II) Share Valuation Report Obtained by the Target Company from an Independent ThirdParty Appraiser” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairnessof the Tender Offer Price and Measures to Avoid Conflicts of Interest” below). Additionally, the Target Company
received necessary legal advice from Mori Hamada & Matsumoto regarding the decision-making process of the boardof directors, including the Transaction, and other noteworthy points. The Special Committee also submitted the Report
dated August 7, 2024 (for the specific details of that report and the activities of the Special Committee, see “(IV)
Establishment of an Independent Special Committee by the Target Company and Obtaining a Report from the Special
Committee” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of
the Tender Offer Price and Measures to Avoid Conflicts of Interest” below).
(After revision)(omitted)
In the course of those discussions and evaluations, the Target Company obtained a share valuation report from SMBC
Nikko Securities dated August 7, 2024 (“Share Valuation Report (SMBC Nikko Securities)”) (for an overview of thatshare valuation report, see “(II) Share Valuation Report Obtained by the Target Company from an Independent ThirdParty Appraiser” in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairnessof the Tender Offer Price and Measures to Avoid Conflicts of Interest” below). Additionally, the Target Company
received necessary legal advice from Mori Hamada & Matsumoto regarding the decision-making process of the boardof directors, including the Transaction, and other noteworthy points. The Special Committee also submitted the Report
dated August 7, 2024 (for the specific details of that report and the activities of the Special Committee, see “(IV)
Establishment of an Independent Special Committee by the Target Company and Obtaining a Report from the Special
Committee” in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of
the Tender Offer Price and Measures to Avoid Conflicts of Interest” below).

24

(iii) Content of Decision(Prior to revision)(omitted)(B)That price was agreed upon by the Target Company after measures were taken to ensure the fairnessof the conditions of the Transaction including the Tender Offer Price as stated in “(3) Measures to
Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer
Price and Measures to Avoid Conflicts of Interest” below, and with the involvement of the Special
Committee.
(C) That price exceeds the valuation range of the Target Company Shares calculated by the market pricemethod and the comparable listed company method, as indicated in the Share Valuation Report (SMBC
Nikko Securities) mentioned in “(a) Share Valuation Report Obtained by the Target Company from an
Independent Third-Party Appraiser” in in “(3) Measures to Ensure the Fairness of the Tender Offer
Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflictsof Interest” below. Further, the price falls within the valuation range calculated using the DCF Method(as defined in “(a) Share Valuation Report Obtained by the Target Company from an Independent ThirdParty Appraiser” in in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to
Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below).
(D) That price and the other conditions of the Tender Offer are considered reasonable as indicated in theReport dated August 7, 2024 obtained from the Special Committee as described in “(IV) Establishmentof an Independent Special Committee by the Target Company and Obtaining a Report from the Special
Committee” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure
the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(omitted)
As a result of the Special Committee reviewing the information and materials concerning this matter since August
8, 2024, the contents of the Supplementary Explanatory Materials dated August 30, 2024, and the intentions of Bain
Capital and KKR, and while receiving the expert advice of each advisor appointed by the Special Committee, theSpecial Committee held careful and timely discussions based on the information it had obtained, and the Target
Company received submission of the Report dated September 4, 2024 (for details on the specific contents of the report
and the activities of the Special Committee, please refer to “(IV) Establishment of an Independent Special Committeeby the Target Company and Obtaining a Report from the Special Committee” in “(3) Measures to Ensure the Fairnessof the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid
Conflicts of Interest” below).
(omitted)
Furthermore, in relation to Bain Capital’s proposal, the Target Company has determined that, taking into
consideration the factors set out in the Report dated September 4, 2024, as stated in “(IV) Establishment of an
Independent Special Committee by the Target Company and Obtaining a Report from the Special Committee” in “(3)Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer
Price and Measures to Avoid Conflicts of Interest” below, as there are no factor that would change the assessment that
as of today, the Transaction by KKR is superior to the proposal by Bain Capital in terms of feasibility, and for thisreason, there are no factors that would change its opinion regarding the Tender Offer as of August 8, 2024.
(omitted)
For details of the resolutions made by the Target Company’s board of directors held on August 8, 2024 and today
mentioned above, please refer to the Target Company Press Release and “(VII) Approval of All Directors With No

25

Interest in the Target Company and Opinion of No Objection of All Target Company Auditors With No Interest in theTarget Company” in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure theFairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(After revision)(omitted)(B)That price was agreed upon by the Target Company after measures were taken to ensure the fairnessof the conditions of the Transaction including the Tender Offer Price as stated in “(5) Measures to
Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer
Price and Measures to Avoid Conflicts of Interest” below, and with the involvement of the Special
Committee.
(C) That price exceeds the valuation range of the Target Company Shares calculated by the market pricemethod and the comparable listed company method, as indicated in the Share Valuation Report (SMBC
Nikko Securities) mentioned in “(a) Share Valuation Report Obtained by the Target Company from an
Independent Third-Party Appraiser” in in “(5) Measures to Ensure the Fairness of the Tender Offer
Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflictsof Interest” below. Further, the price falls within the valuation range calculated using the DCF Method(as defined in “(a) Share Valuation Report Obtained by the Target Company from an Independent ThirdParty Appraiser” in in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures to
Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below).
(D) That price and the other conditions of the Tender Offer are considered reasonable as indicated in theReport dated August 7, 2024 obtained from the Special Committee as described in “(IV) Establishmentof an Independent Special Committee by the Target Company and Obtaining a Report from the Special
Committee” in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure
the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(omitted)
As a result of the Special Committee reviewing the information and materials concerning this matter since August
8, 2024, the contents of the Supplementary Explanatory Materials dated August 30, 2024, and the intentions of Bain
Capital and KKR, and while receiving the expert advice of each advisor appointed by the Special Committee, theSpecial Committee held careful and timely discussions based on the information it had obtained, and the Target
Company received submission of the Report dated September 4, 2024 (for details on the specific contents of the report
and the activities of the Special Committee, please refer to “(IV) Establishment of an Independent Special Committeeby the Target Company and Obtaining a Report from the Special Committee” in “(5) Measures to Ensure the Fairnessof the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid
Conflicts of Interest” below).
(omitted)
Furthermore, in relation to Bain Capital’s proposal, the Target Company has determined that, taking into
consideration the factors set out in the Report dated September 4, 2024, as stated in “(IV) Establishment of an
Independent Special Committee by the Target Company and Obtaining a Report from the Special Committee” in “(5)Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer
Price and Measures to Avoid Conflicts of Interest” below, as there are no factor that would change the assessment that
as of today, the Transaction by KKR is superior to the proposal by Bain Capital in terms of feasibility, and for thisreason, there are no factors that would change its opinion regarding the Tender Offer as of August 8, 2024.

26

(omitted)
For details of the resolutions made by the Target Company’s board of directors held on August 8, 2024 and today
mentioned above, please refer to the Target Company Press Release and “(VII) Approval of All Directors With No
Interest in the Target Company and Opinion of No Objection of All Target Company Auditors With No Interest in theTarget Company” in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure theFairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below.
(Prior to revision)(IV)

Management Policy after the Tender Offer(omitted)(After revision)(IV)

Management Policy after the Tender Offers(omitted)(Prior to revision)(3)

Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of the Tender
Offer Price and Measures to Avoid Conflicts of Interest(omitted)(After revision)(3)

Determination of First Tender Offer PriceIn determining the First Tender Offer Price, as described in “(II) Discussion Between the Tender Offeror and theTarget Company and 3DIP, and the Process of Decision-making by the Tender Offeror, etc.” in “(2) Background,Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender Offers, and theManagement Policy After the Tender Offers” above, based on a multifaceted and comprehensive analysis of the Target
Company’s business and financial status, and upon analyzing the value of the Target Company Shares in comparison
with the market share prices and profitability of multiple listed companies that are relatively similar to the Target
Company in terms of business contents, business scale, earnings status, etc., KKR proposed in the Final Proposal
Concerning the Target Company Process on June 14, 2024 that the tender offer price be 8,800 yen per Target Company
Share. Subsequently, on July 5, 2024, KKR was notified by the Target Company that KKR was granted exclusive
negotiation rights for the Transaction. After continuing discussions with the Target Company from early July to earlyAugust of the same year regarding practical measures toward the implementation of the Transaction, such as thecoordination of the business and financial information of the Target Company necessary for obtaining the Clearance,
an agreement was reached on August 7, 2024 to implement the Transaction by setting the Tender Offer Price of theTarget Company Shares at 8,800 yen per Target Company Share and setting the Share Option Purchase Price at a pricecalculated by multiplying the difference between the Tender Offer Price (8,800 yen) and the exercise price per Target
Company Share for each Share Option by the number of Target Company Shares per Share Option, and on the sameday, the Tender Offeror decided to implement the Tender Offer. For details on the determination of the First Tender
Offer Price, please refer to “Basis for the Calculation” and “Background to the Calculation” in “(2) Purchase Price” in“4. Tender Offer Period, Tender Offer Price, and Number of Shares to be Purchased”.

27

(4)

Matters Relating to the Second Tender Offer(I)

Outline of the Second Tender Offer

As described in “(1) Outline of the Tender Offers” above, if the First Tender Offer is completed, the Tender Offeror
plans on conducting the Second Tender Offer with the aim of acquiring all of the Target Company Shares and Share
Options other than those acquired through the First Tender Offer (which includes Restricted Shares and Target
Company Shares delivered upon exercise of the Share Options but excludes treasury shares owned by the Target
Company).
In the Second Tender Offer, the minimum number of shares to be purchased is planned to be set by the Tender Offeror
at the number obtained by deducting the number of First Tender Offer Tendered Shares from 33,658,500 shares(Ownership Ratio: 53.22%), and if the total number of Second Tender Offer Tendered Shares is less than the minimum
number of shares to be purchased, the Tender Offeror will not purchase any of the Second Tender Offer Tendered
Shares. No maximum number of shares to be purchased is planned to be set in the Second Tender Offer, and if thenumber of Second Offer Tendered Shares is equal to more than the minimum number of shares to be purchased, all of
the Second Tender Offer Tendered Shares will be purchased.
The Second Tender Offer is planned to commence as soon as practicably possible after the First Tender Offer iscompleted and settlement is completed. The tender offer period for the Second Tender Offer (“Second Tender Offer
Period”) is planned to be 20 business days. However, in the event of unavoidable circumstances such as an extensionof the tender offer period for the First Tender Offer, or a natural disaster, the Tender Offeror may postpone thecommencement of the Second Tender Offer and change the Second Tender Offer Period. If the First Tender Offer iscompleted, provided that no event corresponding to the conditions for withdrawal of the First Tender Offer has occurred(for details, please refer to “(2) Existence and Description of Conditions for Withdrawal of Tender Offer, and Methodof Disclosure of Withdrawal” of “11. Other Conditions and Methods of Purchase” below), the Tender Offeror plans tocommence the Second Tender Offer as soon as practicably possible after settlement of the First Tender Offer. If theTender Offeror acquires 33,658,500 or more Target Company Shares (53.22%) in the First Tender Offer, the Second
Tender Offer will not be conducted.
(II)

Reasons for Conducting Two-Stage Tender Offer

In the Tender Offer Registration Statement for the First Tender Offer, the Tender Offeror set the minimum numberof shares to be purchased in the First Tender Offer at 33,658,500 (Ownership Ratio: 53.22%). As described in “(1)Outline of the Tender Offers” above, on September 3, 2024, Bain Capital issued the Bain Capital Press Release.
According to the Target Company Press Release Dated September 4, 2024, from the viewpoint of not arbitrarily
eliminating the possibility of counterproposals being realized, the Target Company decided on September 4, 2024 tocontinue granting Bain Capital the opportunity to conduct due diligence during the Tender Offer Period, and that if alegally binding proposal is made by Bain Capital, the Target Company and the Special Committee plan to carefully andsincerely consider it. However, the Bain Capital Press Release states Bain Capital may make a legally binding proposal
to take the Target Company private, subject to certain conditions precedent, including (i) the cooperation reasonably
required from the Target Company is obtained in a timely manner, (ii) the necessary institutional decisions are made at
Bain Capital, (iii) good faith discussions are entered into with the management of the Target Company through anappropriate process and the management of the Target Company and Bain Capital reach a consensus as to management28

policy for after the delisting of the Target Company Shares, (iv) it being confirmed in future due diligence that there
have been no changes to the Target Company Group’s business, financial situation, management situation, assets,
liabilities, cash flows, or future prospects from the content verified in the Information Provision Process, and (v)preparation having been made for receipt of commitment letters for certain funds-based financing from major domestic
financial institutions. However, it is unclear as to (a) whether Bain Capital will make a legally binding proposal, and if
so, when, (b) what time frame the Target Company will use to consider the legally binding proposal if one is made, (c)whether the Target Company will change its opinion regarding the Tender Offer (a resolution of the board of directorsof the Target Company expressing an opinion in favor of the Tender Offeror and recommending the shareholders andShare Options Holders tender in the Tender Offer) as a result of such consideration, and (d) the reliability of theschedule set out in the Bain Capital Press Release (the plan for Bain Capital to submit a legally binding proposal andannounce the scheduled commencement of a tender offer by Bain Capital in October 2024, and the conducting of atender offer in November 2024 by Bain Capital). In this regard, the Guidelines for Corporate Takeovers – Enhancing
Corporate Value and Securing Shareholder’s Interests established by the Ministry of Economy, Trade and Industry on
August 31, 2023 state that from the perspective of ensuring that shareholders are provided with the necessary
information when making decisions about acquisitions and are not prevented from making rational decisions, it is notadvisable for an acquiring party to “announce advance notice of a planned tender offer without a reasonable basis for
actually commencing the tender offer, such as by lacking the financial resources required for the acquisition”. However,since the publication of the Bain Capital Press Release, the market price of the Target Company Shares has risen sharply,
and the Tender Offeror believes that there are concerns that the Target Company shareholders and Share Option Holders
are being prevented from making rational decisions due to uncertainty as to whether the Tendering Shareholders willtender in the Tender Offer.
In addition, according to the Target Company Press Release Dated September 4, 2024, as of September 3, 2024, theTender Agreements entered into by the Tender Offeror remain valid, and that given the high likelihood of the Tendering
Shareholders tendering in the Tender Offer by the Tender Offeror was one of the reasons why the Special Committee
determined that there was no change in its assessment that the Transaction by the Tender Offeror is superior to the
proposal by Bain Capital in terms of feasibility, the Tender Offeror believes that whether or not 3DIP and Farallon willtender in the Tender Offer in accordance with the Tender Agreements is important information for the Target Company
shareholders and Share Option Holders in making a rational decision as to the feasibility of the Transaction by theTender Offeror and Bain Capital’s proposal. However, in the Bain Capital Press Release, it is speculated, without
providing any concrete evidence, that if the Target Company changes its opinion on the Tender Offer, 3DIP will be
released from its obligations under the 3DIP Tender Agreement and will be able to tender in a tender offer by Bain
Capital. Therefore, the Tender Offeror believes that there are specific concerns that actions may be taken by the Target
Company shareholders and Share Option Holders under the assumption that there is a possibility the Tendering
Shareholders may not tender in the Tender Offer, and that the making of rational decisions may be hindered.
Therefore, so that all of the Target Company Shares and the Share Options that Prospective Selling Shareholders,
including each Tendering Shareholder, and Prospective Selling Share Option Holders wish to sell can be acquired by
the Tender Offeror on the commencement date of settlement of the Tender Offer (October 28, 2024), on September 19,
2024, the Tender Offeror decided on the Removal of the Minimum Tender Condition. Furthermore, the Tender Offeror
decided that in addition to the Removal of the Minimum Tender Condition, so that the shareholders of the Target

29

Company and Share Option Holders who wish to assess whether Bain Capital will make a legally binding proposal in
October 2024 and announce a planned tender offer as described in the Bain Capital Press Release, and the details
thereof, will have a certain opportunity secured to sell the Target Company Shares at the same price as that of the Tender
Offer Price, and the Share Options at the difference between the Tender Offer Price and the exercise price per Target
Company Share even in the case that Bain Capital has not announced a planned tender offer, it would commence theSecond Tender Offer as soon as practicably possible after the First Tender Offer is completed and settlement iscompleted. If a tender offer is commenced by Bain Capital, the Tender Offeror does not plan to tender its Target
Company Shares in such tender offer. In addition, if the Tender Offeror acquires 33,658,500 or more of the Target
Company Shares (Ownership Ratio: 53.22%) in the First Tender Offer, the Second Tender Offer will not be conducted.
Furthermore, prior to deciding on the Scheme Change, the Tender Offeror explained the details of the Scheme Change
to each Tendering Shareholder, and when confirming their intention to tender the Planned Tender Shares regardless of
the Removal of the Minimum Tender Condition, each Tendering Shareholder expressed their intention to the Tender
Offeror to tender their respective Planned Tender Shares. In addition, as of the submission date of the September 19
Amended Statement, the Tender Offeror has confirmed that each of the Tendering Shareholders has already tendered
their respective Planned Tender Shares pursuant to their respective Tender Agreements, and such tender will not be
withdrawn without the consent of the Tender Offeror.
(III) Determination of Second Tender Offer PriceAs described in “(II) Discussion Between the Tender Offeror and the Target Company and 3DIP, and the Process ofDecision-making by the Tender Offeror, etc.” in “(2) Background, Purpose, and Decision-making Process Leading to
the Determination to Conduct the Tender Offers, and the Management Policy After the Tender Offers” above, as theSecond Tender Offer secures a certain opportunity for the shareholders of the Target Company and Share Option
Holders who wish to assess whether Bain Capital will make a legally binding proposal in October 2024 and announcea planned tender offer as described in the Bain Capital Press Release, and the details thereof, to sell the Target Company
Shares at the same price as that of the Tender Offer Price, and the Share Options at the difference between the Tender
Offer Price and the exercise price per Target Company Share even in the case that Bain Capital has not announced aplanned tender offer, the Tender Offeror decided to set the Second Tender Offer Price at 8,800 yen, the same as the First
Tender Offer Price. Furthermore, since the publication of the Bain Capital Press Release, the market price of the Target
Company Shares has risen sharply, however the Tender Offeror believes that this is due to uncertainty as to whether
Bain Capital will make a legally binding proposal in October 2024 and conduct a tender offer, as stated in the Bain
Capital Press Release. The Tender Offeror has determined that there is no need to raise the Second Tender Offer Pricein light of the sharp rise in the market price of the Target Company Shares since the publication of the Bain Capital
Press Release, as there has been no changes in the Target Company’s circumstances, and it is thought the Target
Company’s assessment that “the price is a reasonable one that ensures the benefits that general shareholders should be
able to enjoy” will not change.
(5)

Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure the Fairness of theTender Offer Price and Measures to Avoid Conflicts of Interest(omitted)

30

(I)

Receipt and Review of Proposals from Multiple PE Funds(Prior to revision)
As stated in “(II) Discussion Between the Tender Offeror and the Target Company and 3DIP, and the Process ofDecision-making by the Tender Offeror, etc.” in “(3) Background, Purpose, and Decision-making Process Leading to
the Determination to Conduct the Tender Offer, and the Management Policy After the Tender Offer” above, the Target
Company provided certain information to multiple PE funds in August 2023 and received information regarding theircorporate value enhancement measures. Additionally, on September 4, 2023, the Target Company received written
proposals regarding the privatization of the Target Company Shares from multiple PE funds at the request of 3DIP. As
the process has proceeded following that, from early to late June 2024, the Target Company received legally binding
letters of intent from two PE funds, including KKR, and a non-binding letter of intent from one PE fund. Following
that, in light of the opinion of the Special Committee, after carefully considering the letter of intent it received, theTarget Company concluded in the middle of July 2024 that the most crucial issue for advancing the Target Company’s
management is to restructure the shareholder composition. The Target Company concluded that accepting proposals
from the PE funds was the best means to achieve this and it decided to proceed with discussions with KKR, which was
the PE fund that offered the highest price. After that, through continuous discussions between the board of directors of
the Target Company and the Special Committee with KKR regarding the implementation of the Transaction, the Target
Company reached an agreement to proceed with the Transaction. It should be noted that, of the potential investors thatmade binding offers, compared to the terms proposed by KKR, no other potential investor has presented more favorable
conditions for the Target Company’s shareholders regarding the Tender Offer Price.
(After revision)
As stated in “(III) Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender
Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender
Offers, and the Management Policy After the Tender Offers” above, the Target Company provided certain information
to multiple PE funds in August 2023 and received information regarding their corporate value enhancement measures.
Additionally, on September 4, 2023, the Target Company received written proposals regarding the privatization of theTarget Company Shares from multiple PE funds at the request of 3DIP. As the process has proceeded following that,from early to late June 2024, the Target Company received legally binding letters of intent from two PE funds, including
KKR, and a non-binding letter of intent from one PE fund. Following that, in light of the opinion of the Special
Committee, after carefully considering the letter of intent it received, the Target Company concluded in the middle ofJuly 2024 that the most crucial issue for advancing the Target Company’s management is to restructure the shareholder
composition. The Target Company concluded that accepting proposals from the PE funds was the best means to achieve
this and it decided to proceed with discussions with KKR, which was the PE fund that offered the highest price. After
that, through continuous discussions between the board of directors of the Target Company and the Special Committeewith KKR regarding the implementation of the Transaction, the Target Company reached an agreement to proceed with
the Transaction. It should be noted that, of the potential investors that made binding offers, compared to the terms
proposed by KKR, no other potential investor has presented more favorable conditions for the Target Company’s
shareholders regarding the Tender Offer Price.
(II)

Share Valuation Report Obtained by the Target Company from an Independent Third-Party Appraiser(Prior to revision)
To ensure fairness in the decision-making process regarding the Tender Offer Price (8,800 yen) proposed by theTender Offeror, the Target Company obtained the Share Valuation Report (SMBC Nikko Securities) dated August 7,
2024 from SMBC Nikko Securities, a financial advisor and third-party appraiser that is independent from the Tender
Offeror, the Tender Offeror’s Parent Company, KKR, and the Target Company. In addition, the Target Company’s boardof directors found that there is no need to change or update the contents of the Share Valuation Report (SMBC Nikko

31

Securities), because there are no unreasonable points in the explanation by SMBC Nikko Securities that would
necessitate a change to the contents of the Share Valuation Report (SMBC Nikko Securities). Considering the situationfrom August 8, 2024, on which the board of directors meeting was held, to September 4, 2024, there are no significant
changes in the assumptions that may affect the Share Valuation Report, there are no particular changes in the businessenvironment surrounding the Target Company, and there is no need for the Special Committee to request changes or
updates to the contents of the Share Valuation Report (SMBC Nikko Securities) as stated in “(IV) Establishment of an
Independent Special Committee by the Target Company and Obtaining a Report from the Special Committee” below.
SMBC Nikko Securities does not constitute a related party of the Tender Offeror, the Tender Offeror’s Parent Company,
KKR, or the Target Company, and has no material interest in the Transaction. At the meeting of the Special Committee,
the Special Committee confirmed that there is no issue with the independence of SMBC Nikko Securities and approved
SMBC Nikko Securities as the Target Company’s third-party appraiser. Additionally, the Target Company has
implemented measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest (specifically,
the measures described in “(3) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure theFairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below). The Target Company believes
that sufficient consideration has been given to the interests of the Target Company’s minority shareholders. Therefore,
the Target Company has not obtained a fairness opinion regarding the fairness of the Tender Offer Price (8,800 yen)from SMBC Nikko Securities.
(omitted)(After revision)
To ensure fairness in the decision-making process regarding the Tender Offer Price (8,800 yen) proposed by theTender Offeror, the Target Company obtained the Share Valuation Report (SMBC Nikko Securities) dated August 7,
2024 from SMBC Nikko Securities, a financial advisor and third-party appraiser that is independent from the Tender
Offeror, the Tender Offeror’s Parent Company, KKR, and the Target Company. In addition, the Target Company’s boardof directors found that there is no need to change or update the contents of the Share Valuation Report (SMBC Nikko
Securities), because there are no unreasonable points in the explanation by SMBC Nikko Securities that would
necessitate a change to the contents of the Share Valuation Report (SMBC Nikko Securities). Considering the situationfrom August 8, 2024, on which the board of directors meeting was held, to September 4, 2024, there are no significant
changes in the assumptions that may affect the Share Valuation Report, there are no particular changes in the businessenvironment surrounding the Target Company, and there is no need for the Special Committee to request changes or
updates to the contents of the Share Valuation Report (SMBC Nikko Securities) as stated in “(IV) Establishment of an
Independent Special Committee by the Target Company and Obtaining a Report from the Special Committee” below.
SMBC Nikko Securities does not constitute a related party of the Tender Offeror, the Tender Offeror’s Parent Company,
KKR, or the Target Company, and has no material interest in the Transaction. At the meeting of the Special Committee,
the Special Committee confirmed that there is no issue with the independence of SMBC Nikko Securities and approved
SMBC Nikko Securities as the Target Company’s third-party appraiser. Additionally, the Target Company has
implemented measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest (specifically,
the measures described in “(5) Measures to Ensure the Fairness of the Tender Offer Including Measures to Ensure theFairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest” below). The Target Company believes
that sufficient consideration has been given to the interests of the Target Company’s minority shareholders. Therefore,
the Target Company has not obtained a fairness opinion regarding the fairness of the Tender Offer Price (8,800 yen)from SMBC Nikko Securities.
(omitted)

32

(IV)

Establishment of an Independent Special Committee by the Target Company and Obtaining a Report fromthe Special Committee(Prior to revision)
As described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender
Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender
Offer, and the Management Policy After the Tender Offer” above, with regard to the proposal to take the Target
Company Shares private, in order to eliminate arbitrariness in decision-making and ensure the fairness, transparency,
and objectivity of the Target Company’s decision-making process, at the board of directors meeting held on September
12, 2023, the Target Company established the Special Committee, composed of six independent outside directors(Hikari Imai, Tomoko Aramaki, Takao Tsuji, Hidetaka Nishina, Yuya Shimizu, and Shintaro Ishimaru). The membersof the Special Committee have remained unchanged since its establishment; however, from June 12, 2024, Tateki Oishi,
who is also an independent outside director of the Target Company, has participated as an observer. The fee to be paid
to the Special Committee is a fixed fee that is to be paid, regardless of contents of the report, and does not include any
incentive fee contingent upon the successful completion of the Transaction.
(omitted)
At the time the below report was made, the Tender Offeror had communicated to the Target Company its intention
to set the Tender Offer Period at 20 business days, and therefore, the report below was based on the assumption that
the Tender Offer Period would be 20 business days. However, as described in “(iii) Content of Decision” in (III)
Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender Offer” in “(2)Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender Offer, andthe Management Policy After the Tender Offer”, subsequently, as a result of discussions between the Target Company
and the Tender Offeror, the Target Company was informed by the Tender Offeror that the Tender Offer Period would
be set at 30 business days.
(omitted)(After revision)
As described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender
Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender
Offers, and the Management Policy After the Tender Offers” above, with regard to the proposal to take the Target
Company Shares private, in order to eliminate arbitrariness in decision-making and ensure the fairness, transparency,
and objectivity of the Target Company’s decision-making process, at the board of directors meeting held on September
12, 2023, the Target Company established the Special Committee, composed of six independent outside directors(Hikari Imai, Tomoko Aramaki, Takao Tsuji, Hidetaka Nishina, Yuya Shimizu, and Shintaro Ishimaru). The membersof the Special Committee have remained unchanged since its establishment; however, from June 12, 2024, Tateki Oishi,
who is also an independent outside director of the Target Company, has participated as an observer. The fee to be paid
to the Special Committee is a fixed fee that is to be paid, regardless of contents of the report, and does not include any
incentive fee contingent upon the successful completion of the Transaction.
(omitted)
At the time the below report was made, the Tender Offeror had communicated to the Target Company its intention
to set the Tender Offer Period at 20 business days, and therefore, the report below was based on the assumption that
the Tender Offer Period would be 20 business days. However, as described in “(iii) Content of Decision” in (III)
Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender Offer” in “(2)Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender Offers, andthe Management Policy After the Tender Offers”, subsequently, as a result of discussions between the Target Company
and the Tender Offeror, the Target Company was informed by the Tender Offeror that the Tender Offer Period would
be set at 30 business days.

33

(omitted)(VII)

Approval of All Directors With No Interest in the Target Company and Opinion of No Objection of All
Target Company Auditors With No Interest in the Target Company(Prior to revision)(omitted)
As described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender
Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender
Offer, and the Management Policy After the Tender Offer” above, the Target Company judged that, because the Tender
Offer Price of 8,800 yen per share is a fair price that ensures the benefits to be enjoyed by the Target Company’s
minority shareholders and, given that the Share Option Purchase Price is calculated as the Tender Offer Price of 8,800
yen minus the exercise price per share of the Share Options multiplied by the number of shares underlying each Share
Option, the Share Option Purchase Price is also a fair price, the Tender Offer will provide the Target Company’s
shareholders and stock acquisition rights holders with a reasonable opportunity to sell the Target Company Shares at a
price with an appropriate premium, and the Target Company passed a resolution at the meeting of the board of directors
held on August 8, 2024 to express its support for the Tender Offer as its opinion on that same date and recommend to
the shareholders of the Target Company and the Share Options Holders to tender their Target Company Securities in
the Tender Offer, if the Tender Offer has commenced.
(omitted)(After revision)(omitted)
As described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Support of the Tender
Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to Conduct the Tender
Offers, and the Management Policy After the Tender Offers” above, the Target Company judged that, because theTender Offer Price of 8,800 yen per share is a fair price that ensures the benefits to be enjoyed by the Target Company’s
minority shareholders and, given that the Share Option Purchase Price is calculated as the Tender Offer Price of 8,800
yen minus the exercise price per share of the Share Options multiplied by the number of shares underlying each Share
Option, the Share Option Purchase Price is also a fair price, the Tender Offer will provide the Target Company’s
shareholders and stock acquisition rights holders with a reasonable opportunity to sell the Target Company Shares at a
price with an appropriate premium, and the Target Company passed a resolution at the meeting of the board of directors
held on August 8, 2024 to express its support for the Tender Offer as its opinion on that same date and recommend to
the shareholders of the Target Company and the Share Options Holders to tender their Target Company Securities in
the Tender Offer, if the Tender Offer has commenced.
(omitted)(VIII)

Measures to Ensure that Other Purchasers have an Opportunity to Purchase(Prior to revision)(omitted)
Furthermore, as described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Supportof the Tender Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to
Conduct the Tender Offer, and the Management Policy After the Tender Offer” above, the Target Company started theTarget Company Information Provision Process in August 2023, and by comparing and examining measures to enhance
corporate value to be realized through privatizing the Target Company Shares, which were provided by multiple
candidates, including KKR, with measures to enhance corporate value that the Target Company is expected to realize
as a listed company, the Target Company concluded that the measures to enhance corporate value to be realized through34

privatizing the Target Company Shares are more desirable from the perspective of securing and enhancing its corporate
value and, ultimately, the common interests of its shareholders. Since the commencement of the 3DIP Process andTarget Company Information Provision Process, while maintaining a certain level of competition and continuing
discussions and interviews with multiple candidates, the Target Company received multiple proposals for privatization,and compared these proposals. As a result the Target Company decided to commence discussions and deliberations
with KKR, whose final proposal was best, towards the implementation of the Transaction (including negotiations on
the final Tender Offer Price), and after ongoing discussions and negotiations, KKR was selected as the final candidate.
The Target Company received information on measures to improve corporate value, and at least one privatization
proposal from all candidates that participated in the Target Company Information Provision Process. Further, according
to the disclosure document titled “Notice Regarding the Status of Consideration of Measures to Enhance Corporate
Value” published January 12, 2024, it is public knowledge that the Target Company has received proposals to be taken
private from several private equity funds and is considering the details of such proposals, and until today, there has
been ample opportunity and time for potential acquirers interested in taking the Target Company private to makeproposals. Because an expiration date was set for the KKR Final Proposal, proactive market checks are not necessarily
the best option from the perspective of securing and improving corporate value and the common interests ofshareholders, in that it raises concerns that the KKR Final Proposal may expire. Therefore, the Tender Offeror believes
that careful consideration to secure and improve corporate value and the common interests of shareholders andsubstantial and proactive market checks have been performed over a sufficient period of time. Based on these factors,
the Tender Offeror believes there are sufficient opportunities for persons other than the Tender Offeror to purchase theTarget Company Securities.
(After revision)(omitted)
Furthermore, as described in “(III) Decision-making Process and Reasons Leading to the Target Company’s Supportof the Tender Offer” in “(2) Background, Purpose, and Decision-making Process Leading to the Determination to
Conduct the Tender Offers, and the Management Policy After the Tender Offers” above, the Target Company started
the Target Company Information Provision Process in August 2023, and by comparing and examining measures toenhance corporate value to be realized through privatizing the Target Company Shares, which were provided bymultiple candidates, including KKR, with measures to enhance corporate value that the Target Company is expected torealize as a listed company, the Target Company concluded that the measures to enhance corporate value to be realized
through privatizing the Target Company Shares are more desirable from the perspective of securing and enhancing its
corporate value and, ultimately, the common interests of its shareholders. Since the commencement of the 3DIP Process
and Target Company Information Provision Process, while maintaining a certain level of competition and continuing
discussions and interviews with multiple candidates, the Target Company received multiple proposals for privatization,and compared these proposals. As a result the Target Company decided to commence discussions and deliberations
with KKR, whose final proposal was best, towards the implementation of the Transaction (including negotiations on
the final Tender Offer Price), and after ongoing discussions and negotiations, KKR was selected as the final candidate.
The Target Company received information on measures to improve corporate value, and at least one privatization
proposal from all candidates that participated in the Target Company Information Provision Process. Further, according
to the disclosure document titled “Notice Regarding the Status of Consideration of Measures to Enhance Corporate
Value” published January 12, 2024, it is public knowledge that the Target Company has received proposals to be taken
private from several private equity funds and is considering the details of such proposals, and until today, there has
been ample opportunity and time for potential acquirers interested in taking the Target Company private to makeproposals. Because an expiration date was set for the KKR Final Proposal, proactive market checks are not necessarily
the best option from the perspective of securing and improving corporate value and the common interests ofshareholders, in that it raises concerns that the KKR Final Proposal may expire. Therefore, the Tender Offeror believes35that careful consideration to secure and improve corporate value and the common interests of shareholders andsubstantial and proactive market checks have been performed over a sufficient period of time. Based on these factors,
the Tender Offeror believes there are sufficient opportunities for persons other than the Tender Offeror to purchase theTarget Company Securities.
(IX)

Elimination of Coercion(Prior to revision)
As described in “(4) Policy on Post-Tender Offer Organizational Restructuring, Etc. (Matters Relating to the TwoStep Acquisition)” below, (i) promptly after completion of settlement of the Tender Offer, the Tender Offeror plans torequest that the Target Company perform the Share Consolidation and plans to request that the Target Company holdan Extraordinary General Shareholders Meeting, which is to include a proposal about a partial amendment to the Target
Company’s Articles of Incorporation whereby the provision concerning the number of shares that constitute one unit
shall be abolished subject to effectuation of the Share Consolidation, and the Tender Offeror will not adopt a methodthat does not secure the right of shareholders of the Target Company to demand price determinations, and (ⅱ) it isdeclared that, when the Share Consolidation is performed, the amount of money that will be delivered to eachshareholder of the Target Company will be calculated to be equal to the price obtained by multiplying the Tender Offer
Price by the number of Target Company Shares possessed by each such shareholder (excluding the Tender Offeror andthe Target Company). As a result of these measures, the Target Company’s shareholders will have the opportunity tomake appropriate judgments as to whether to tender in the Tender Offer, thereby ensuring that there is no coercion.
(After revision)
As described in “(6) Policy on Post-Tender Offers Organizational Restructuring, Etc. (Matters Relating to the TwoStep Acquisition)” below, (i) promptly after completion of settlement of the Tender Offers, the Tender Offeror plans torequest that the Target Company perform the Share Consolidation and plans to request that the Target Company holdan Extraordinary General Shareholders Meeting, which is to include a proposal about a partial amendment to the Target
Company’s Articles of Incorporation whereby the provision concerning the number of shares that constitute one unit
shall be abolished subject to effectuation of the Share Consolidation, and the Tender Offeror will not adopt a methodthat does not secure the right of shareholders of the Target Company to demand price determinations, and (ⅱ) it isdeclared that, when the Share Consolidation is performed, the amount of money that will be delivered to eachshareholder of the Target Company will be calculated to be equal to the price obtained by multiplying the Tender Offer
Price by the number of Target Company Shares possessed by each such shareholder (excluding the Tender Offeror andthe Target Company). As a result of these measures, the Target Company’s shareholders will have the opportunity tomake appropriate judgments as to whether to tender in the Tender Offers, thereby ensuring that there is no coercion.
(Prior to revision)(4)

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

As described in “(1) Outline of the Tender Offer” above, in the event that the Tender Offeror will be unable to acquire
all of the Target Company Shares (which includes Restricted Shares and Target Company Shares delivered upon
exercise of the Share Options but excludes treasury shares owned by the Target Company) and Share Options in theTender Offer, after completion of the Tender Offer, promptly after completion of the settlement of the Tender Offer, theTender Offeror plans to request that the Target Company perform a share consolidation of the Target Company Sharespursuant to Article 180 of the Companies Act (“Share Consolidation”) and plans to request that the Target Company
hold an extraordinary general shareholders meeting (“Extraordinary General Shareholders Meeting”), which is toinclude a proposal about a partial amendment to the Target Company’s Articles of Incorporation whereby the provision
concerning the number of shares that constitute one unit shall be abolished subject to effectuation of the Share36

Consolidation. The Tender Offeror believes that it is desirable to hold the Extraordinary General Shareholders Meetingas early as possible from the perspective of enhancing the value of the Target Company, and it plans to request that theTarget Company make a public announcement about setting a record date during the Tender Offer Period so that thedate immediately following commencement of settlement of the Tender Offer will be the record date for the
Extraordinary General Shareholders Meeting. The date of the Extraordinary General Shareholders Meeting has notbeen determined at this time, but it is scheduled to be held in around December 2024. According to the Target Company
Press Release, the Target Company will respond to such request if made by the Tender Offeror. The Tender Offeror
plans to vote in favor of each of the above proposals at the Extraordinary General Meeting of Shareholders.
If the proposal for the Share Consolidation is approved at the Extraordinary General Shareholders Meeting, on thedate on which the Share Consolidation becomes effective, the shareholders of the Target Company will own the numberof Target Company Shares in accordance with the Share Consolidation ratio approved at the Extraordinary General
Shareholders Meeting. If the number of shares resulting from the Share Consolidation results in fractions of less than
one share, the money obtained by selling the fractions to the Target Company or the Tender Offeror in a number
equivalent to the sum total of such fractional shares (if the total sum includes fractional shares of less than one share,such sum shall be rounded down to the nearest whole number; hereinafter the same) will be delivered to shareholdersof such fractional shares of the Target Company in accordance with the procedures stipulated in Article 235 of theCompanies Act and other relevant laws and regulations. With respect to the sales price for the Target Company Sharesin the number equivalent to the sum total of such fractional shares, the Tender Offeror plans to set such price so thatthe amount of money delivered as a result of such sale to the shareholders of the Target Company that did not tendertheir shares in the Tender Offer (excluding the Tender Offeror and the Target Company) will be equal to the amountcalculated by multiplying the Tender Offer Price by the number of Target Company Shares held by each suchshareholder, and then request that the Target Company file a petition for permission for sale by private contract with acourt. Further, although the ratio of the Share Consolidation is undecided as of today, to ensure that only the Tender
Offeror will own all Target Company Shares (excluding treasury shares possessed by the Target Company), it is planned
that the number of shares that shareholders of the Target Company (excluding the Tender Offeror and the Target
Company) that do not tender shares in the Tender Offer will come to possess will be a fraction of less than one share.
As a provision for the purpose of protecting the rights of minority shareholders in connection with the Share
Consolidation, if the Share Consolidation is conducted and results in fractions of less than one share, in accordancewith the provisions of Articles 182-4 and 182-5 of the Companies Act and other relevant laws and regulations, theCompanies Act provides that shareholders of the Target Company who do not tender in the Tender Offer (excluding theTender Offeror and the Target Company) may demand that the Target Company purchase all of their shares that
constitute fractions of less than one share at a fair price, and may file a petition with a court to determine the price of
the Target Company Shares. As described above, in the Share Consolidation, since it is planned that the number ofshares that shareholders of the Target Company who do not tender in the Tender Offer (excluding the Tender Offeror
and the Target Company) will come to possess will be a fraction of less than one share, shareholders of the Target
Company who oppose the Share Consolidation will be able to file a petition for price determination in accordance withthe provisions of Articles 182-4 and 182-5 of the Companies Act and other relevant laws and regulations. If the above
petition is filed, the purchase price will be ultimately determined by the court.
The aforementioned procedures may take time to implement or the method of implementation may change dependingon circumstances such as the amendment, enforcement, and interpretation by related authorities of relevant laws andregulations. However, even in such cases, it is planned that if the Tender Offer is successfully completed, ultimately
the method of delivering money to shareholders of the Target Company (excluding the Tender Offeror and the Target
Company) that do not tender in the Tender Offer will be adopted, and in that case, the amount of money to be delivered
to such shareholders of the Target Company will be calculated to be equal to the price obtained by multiplying the37

Tender Offer Price by the number of Target Company Shares possessed by each such shareholder of the Target Company.
In addition, if cash is delivered to the Share Option Holders of the Target Company who have not tendered in the Tender
Offer, it will be calculated to be equal to the price obtained by multiplying the Share Option Purchase Price by the
number of Share Options that were held by each such Share Option Holder.
(omitted)
In addition, if the Tender Offeror fails to acquire all of the Share Options in the Tender Offer despite the completionof the Tender Offer, and if the Share Options are not exercised and remain, the Tender Offeror plans to request that theTarget Company implement procedures that are reasonably necessary for implementation of the Transaction, such as
acquiring the Share Options and recommending that the Share Option Holders waive the Share Options.
The Tender Offer is not intended in any way to solicit the approval of the shareholders of the Target Company at theExtraordinary General Shareholders Meeting. In addition, shareholders of the Target Company and Share Option
Holders should consult with tax experts at their own responsibility regarding the tax treatment of tendering in the Tender
Offer or each of the above procedures.
(After revision)(6)

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

As described in “(1) Outline of the Tender Offers” above, in the event that the Tender Offeror will be unable to acquire
all of the Target Company Shares (which includes Restricted Shares and Target Company Shares delivered upon
exercise of the Share Options but excludes treasury shares owned by the Target Company) and Share Options in theTender Offers, after completion of the Tender Offers, promptly after completion of the settlement of the Tender Offers,
the Tender Offeror plans to request that the Target Company perform a share consolidation of the Target Company
Shares pursuant to Article 180 of the Companies Act (“Share Consolidation”) and plans to request that the Target
Company hold an extraordinary general shareholders meeting (“Extraordinary General Shareholders Meeting”), whichis to include a proposal about a partial amendment to the Target Company’s Articles of Incorporation whereby theprovision concerning the number of shares that constitute one unit shall be abolished subject to effectuation of the Share
Consolidation. The Tender Offeror believes that it is desirable to hold the Extraordinary General Shareholders Meetingas early as possible from the perspective of enhancing the value of the Target Company, and it plans to request that theTarget Company make a public announcement about setting a record date during the Tender Offer Period so that thedate immediately following commencement of settlement of the Second Tender Offer (if the Tender Offeror acquires
33,658,500 shares (Ownership Ratio: 53.22%) or more of the Target Company Shares in the First Tender Offer, theFirst Tender Offer) will be the record date for the Extraordinary General Shareholders Meeting. The date of theExtraordinary General Shareholders Meeting has not been determined at this time, but it is scheduled to be held inaround January 2025 (if the Tender Offeror acquires 33,658,500 shares (Ownership Ratio: 53.22%) or more of theTarget Company Shares in the First Tender Offer, around December, 2024). According to the Target Company Press
Release, the Target Company will respond to such request if made by the Tender Offeror. The Tender Offeror plans tovote in favor of each of the above proposals at the Extraordinary General Meeting of Shareholders.
If the proposal for the Share Consolidation is approved at the Extraordinary General Shareholders Meeting, on thedate on which the Share Consolidation becomes effective, the shareholders of the Target Company will own the numberof Target Company Shares in accordance with the Share Consolidation ratio approved at the Extraordinary General
Shareholders Meeting. If the number of shares resulting from the Share Consolidation results in fractions of less than
one share, the money obtained by selling the fractions to the Target Company or the Tender Offeror in a number
equivalent to the sum total of such fractional shares (if the total sum includes fractional shares of less than one share,38

such sum shall be rounded down to the nearest whole number; hereinafter the same) will be delivered to shareholdersof such fractional shares of the Target Company in accordance with the procedures stipulated in Article 235 of theCompanies Act and other relevant laws and regulations. With respect to the sales price for the Target Company Sharesin the number equivalent to the sum total of such fractional shares, the Tender Offeror plans to set such price so thatthe amount of money delivered as a result of such sale to the shareholders of the Target Company that did not tendertheir shares in the Tender Offers (excluding the Tender Offeror and the Target Company) will be equal to the amountcalculated by multiplying the Tender Offer Price by the number of Target Company Shares held by each suchshareholder, and then request that the Target Company file a petition for permission for sale by private contract with acourt. Further, although the ratio of the Share Consolidation is undecided as of today, to ensure that only the Tender
Offeror will own all Target Company Shares (excluding treasury shares possessed by the Target Company), it is planned
that the number of shares that shareholders of the Target Company (excluding the Tender Offeror and the Target
Company) that do not tender shares in the Tender Offers will come to possess will be a fraction of less than one share.
As a provision for the purpose of protecting the rights of minority shareholders in connection with the Share
Consolidation, if the Share Consolidation is conducted and results in fractions of less than one share, in accordancewith the provisions of Articles 182-4 and 182-5 of the Companies Act and other relevant laws and regulations, theCompanies Act provides that shareholders of the Target Company who do not tender in the Tender Offers (excluding
the Tender Offeror and the Target Company) may demand that the Target Company purchase all of their shares that
constitute fractions of less than one share at a fair price, and may file a petition with a court to determine the price of
the Target Company Shares. As described above, in the Share Consolidation, since it is planned that the number ofshares that shareholders of the Target Company who do not tender in the Tender Offers (excluding the Tender Offeror
and the Target Company) will come to possess will be a fraction of less than one share, shareholders of the Target
Company who oppose the Share Consolidation will be able to file a petition for price determination in accordance withthe provisions of Articles 182-4 and 182-5 of the Companies Act and other relevant laws and regulations. If the above
petition is filed, the purchase price will be ultimately determined by the court.
The aforementioned procedures may take time to implement or the method of implementation may change dependingon circumstances such as the amendment, enforcement, and interpretation by related authorities of relevant laws andregulations. However, even in such cases, it is planned that if the Tender Offers are successfully completed, ultimately
the method of delivering money to shareholders of the Target Company (excluding the Tender Offeror and the Target
Company) that do not tender in the Tender Offers will be adopted, and in that case, the amount of money to be delivered
to such shareholders of the Target Company will be calculated to be equal to the price obtained by multiplying theTender Offer Price by the number of Target Company Shares possessed by each such shareholder of the Target Company.
In addition, if cash is delivered to the Share Option Holders of the Target Company who have not tendered in the Tender
Offers, it will be calculated to be equal to the price obtained by multiplying the Share Option Purchase Price by the
number of Share Options that were held by each such Share Option Holder.
(omitted)
In addition, if the Tender Offeror fails to acquire all of the Share Options in the Tender Offers despite the completionof the Tender Offers, and if the Share Options are not exercised and remain, the Tender Offeror plans to request that theTarget Company implement procedures that are reasonably necessary for implementation of the Transaction, such as
acquiring the Share Options and recommending that the Share Option Holders waive the Share Options.
The Tender Offers are not intended in any way to solicit the approval of the shareholders of the Target Company atthe Extraordinary General Shareholders Meeting. In addition, shareholders of the Target Company and Share Option
Holders should consult with tax experts at their own responsibility regarding the tax treatment of tendering in the Tender
Offers or each of the above procedures.

39

(Prior to revision)(5)

Prospects for Delisting and Reasons Therefor

Although the Target Company Shares are listed on the Tokyo Stock Exchange Prime Market as of today, since theTender Offeror has not set an upper limit on the number of shares to be purchased in the Tender Offer, in accordancewith the delisting standards set by the Tokyo Stock Exchange, the Target Company Shares may, depending on theoutcome of the Tender Offer, be delisted following the prescribed procedures. In addition, even if such standards do
not apply at the time of completion of the Tender Offer, the Squeeze-out Procedure described in “(4) Policy on PostTender Offer Organizational Restructuring, Etc. (Matters Relating to the Two-Step Acquisition)” above is planned to
be implemented after completion of the Tender Offer, and in that case, the Target Company Shares will be delisted
following the prescribed procedures in accordance with the delisting standards set forth by the Tokyo Stock Exchange.
After the delisting, the Target Company Shares will not be able to be traded on the Tokyo Stock Exchange.
(After revision)(7)

Prospects for Delisting and Reasons Therefor

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

Matters Concerning Material Agreements relating to the Tender Offer(After revision)(8)(I)

Matters Concerning Material Agreements relating to the Tender Offer
3DIP Tender Agreement(Prior to revision)
On August 8, 2024, the Tender Offeror entered into the 3DIP Tender Agreement with 3DIP, including an agreement
to tender 14,834,000 shares of the Target Company Shares for which 3DIP has investment authority (Ownership Ratio:
23.46%) in the Tender Offer and the following terms. The Tender Offeror has not agreed to provide or offer any benefits
to 3DIP in addition to the consideration for tendering in the Tender Offer with respect to the Transaction. At the timeof entering into the Tender Agreements, the Tender Offeror had expected to set the minimum number of shares to bepurchased at 42,142,900 shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror
decided to commence the Tender Offer from September 5, 2024, with the minimum number of shares to be purchased
set at 33,658,500 shares (Ownership Ratio: 53.22%), and on September 4, 2022, the Tender Offeror obtained theagreement of 3DIP to tender 14,834,000 shares (Ownership Ratio: 23.46%) of the Target Company Shares for which
3DIP has investment authority pursuant to the 3DIP Tender Agreement regardless of any change to the minimum
number of shares to be purchased.
(omitted)40

(After revision)
On August 8, 2024, the Tender Offeror entered into the 3DIP Tender Agreement with 3DIP, including an agreement
to tender 14,834,000 shares of the Target Company Shares for which 3DIP has investment authority (Ownership Ratio:
23.46%) in the Tender Offer and the following terms. The Tender Offeror has not agreed to provide or offer any benefits
to 3DIP in addition to the consideration for tendering in the Tender Offer with respect to the Transaction. At the timeof entering into the Tender Agreements, the Tender Offeror had expected to set the minimum number of shares to bepurchased at 42,142,900 shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror
decided to commence the Tender Offer from September 5, 2024, with the minimum number of shares to be purchased
set at 33,658,500 shares (Ownership Ratio: 53.22%), and on September 4, 2022, the Tender Offeror obtained theagreement of 3DIP to tender 14,834,000 shares (Ownership Ratio: 23.46%) of the Target Company Shares for which
3DIP has investment authority pursuant to the 3DIP Tender Agreement regardless of any change to the minimum
number of shares to be purchased. In addition, prior to deciding on the Scheme Change, the Tender Offeror explained
the details of the Scheme Change to 3DIP, and when confirming their intention to tender the Planned Tender Sharesregardless of the Removal of the Minimum Tender Condition, 3DIP expressed their intention to the Tender Offeror totender their Planned Tender Shares. In addition, as of the submission date of the September 19 Amended Statement,
the Tender Offeror has confirmed that 3DIP has already tendered their Planned Tender Shares pursuant to the 3DIP
Tender Agreement, and such tender will not be withdrawn without the consent of the Tender Offeror.
(omitted)(II)

Farallon Tender Agreement(Prior to revision)
On August 8, 2024, the Tender Offeror entered into the Farallon Tender Agreement with Farallon, including anagreement to tender 5,833,670 shares of the Target Company Shares (Ownership Ratio: 9.22%) owned by Farallon in
the Tender Offer and the following terms. The Tender Offeror has not agreed to provide or offer any benefits to Farallon
in addition to the consideration for tendering in the Tender Offer with respect to the Transaction. At the time of entering
into the Tender Agreements, the Tender Offeror had expected to set the minimum number of shares to be purchased at
42,142,900 shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror decided tocommence the Tender Offer from September 5, 2024, with the minimum number of shares to be purchased set at
33,658,500 shares (Ownership Ratio: 53.22%), and on September 4, 2022, the Tender Offeror obtained the agreementof Farallon to tender 5,833,670 shares (Ownership Ratio: 9.22%) of the Target Company Shares held by Farallon
pursuant to the Farallon Tender Agreement regardless of any change to the minimum number of shares to be purchased.
(omitted)(After revision)
On August 8, 2024, the Tender Offeror entered into the Farallon Tender Agreement with Farallon, including anagreement to tender 5,833,670 shares of the Target Company Shares (Ownership Ratio: 9.22%) owned by Farallon in
the Tender Offer and the following terms. The Tender Offeror has not agreed to provide or offer any benefits to Farallon
in addition to the consideration for tendering in the Tender Offer with respect to the Transaction. At the time of entering
into the Tender Agreements, the Tender Offeror had expected to set the minimum number of shares to be purchased at
42,142,900 shares (Ownership Ratio: 66.64%). However, on September 4, 2024, the Tender Offeror decided tocommence the Tender Offer from September 5, 2024, with the minimum number of shares to be purchased set at
33,658,500 shares (Ownership Ratio: 53.22%), and on September 4, 2022, the Tender Offeror obtained the agreementof Farallon to tender 5,833,670 shares (Ownership Ratio: 9.22%) of the Target Company Shares held by Farallon
pursuant to the Farallon Tender Agreement regardless of any change to the minimum number of shares to be purchased.
In addition, prior to deciding on the Scheme Change, the Tender Offeror explained the details of the Scheme Change
to Farallon and when confirming their intention to tender the Planned Tender Shares regardless of the Removal of the41

Minimum Tender Condition, Farallon expressed their intention to the Tender Offeror to tender their Planned Tender
Shares. In addition, as of the submission date of the September 19 Amended Statement, the Tender Offeror has
confirmed that Farallon has already tendered their Planned Tender Shares pursuant to the Farallon Tender Agreement,
and such tender will not be withdrawn without the consent of the Tender Offeror.
(omitted)2.

Outline of the Purchase(4)

Basis for Calculation of Purchase Price(II)

Background of Calculation(Prior to revision)(omitted)
Subsequently, on July 5, 2024, KKR was notified by the Target Company that KKR was granted exclusive negotiationrights for the Transaction. After continuing discussions with the Target Company from early July to early August of thesame year regarding practical measures toward the implementation of the Transaction, such as the coordination of thebusiness and financial information of the Target Company necessary for obtaining the Clearance, an agreement wasreached on August 7, 2024 to implement the Transaction by setting the Tender Offer Price of the Target Company
Shares at 8,800 yen per Target Company Share and setting the Share Option Purchase Price at a price calculated bymultiplying the difference between the Tender Offer Price (8,800 yen) and the exercise price per Target Company Sharefor each Share Option by the number of Target Company Shares per Share Option, and on the same day, the Tender
Offeror decided to implement the Tender Offer. Further, since the Tender Offeror has confirmed that all of theConditions Precedent (excluding the completion of acquisition of Clearance related to the Foreign Exchange Act
Procedures and the Procedures in Response to Vietnamese Authorities) have been satisfied as stated in “(1) Outline of
the Tender Offer” in “1. Purpose of the Purchase” above, the Tender Offeror has determined that the Tender Offer canbe commenced at the time scheduled in the Tender Offeror Press Release dated August 8, 2024, and the Tender Offeror
waived the Conditions Precedent relating to completion of acquisition of Clearance related to the Foreign Exchange
Act Procedures and the Procedures in Response to Vietnamese Authorities (condition 11); therefore, today, the Tender
Offeror decided to commence the Tender Offer on September 5, 2024. Since the Tender Offeror believes that there isno particular change in the factors considered in determining the Tender Offer Price, even taking into account thesituation from August 8, 2024, when the Tender Offeror published the Tender Offeror Press Release dated August 8,
2024 to today, the Tender Offeror has determined that it is not necessary to change the Tender Offer Price that wasdetermined on August 8, 2024.
(After revision)(omitted)
Subsequently, on July 5, 2024, KKR was notified by the Target Company that KKR was granted exclusive negotiationrights for the Transaction. After continuing discussions with the Target Company from early July to early August of thesame year regarding practical measures toward the implementation of the Transaction, such as the coordination of thebusiness and financial information of the Target Company necessary for obtaining the Clearance, an agreement wasreached on August 7, 2024 to implement the Transaction by setting the Tender Offer Price of the Target Company
Shares at 8,800 yen per Target Company Share and setting the Share Option Purchase Price at a price calculated bymultiplying the difference between the Tender Offer Price (8,800 yen) and the exercise price per Target Company Sharefor each Share Option by the number of Target Company Shares per Share Option, and on the same day, the Tender
Offeror decided to implement the Tender Offer. Further, since the Tender Offeror has confirmed that all of theConditions Precedent (excluding the completion of acquisition of Clearance related to the Foreign Exchange Act
Procedures and the Procedures in Response to Vietnamese Authorities) have been satisfied as stated in “(1) Outline of
the Tender Offer” in “1. Purpose of the Purchase” above, the Tender Offeror has determined that the Tender Offer can

42

be commenced at the time scheduled in the Tender Offeror Press Release dated August 8, 2024, and the Tender Offeror
waived the Conditions Precedent relating to completion of acquisition of Clearance related to the Foreign Exchange
Act Procedures and the Procedures in Response to Vietnamese Authorities (condition 11); therefore, today, the Tender
Offeror decided to commence the Tender Offer on September 5, 2024. Since the Tender Offeror believes that there isno particular change in the factors considered in determining the Tender Offer Price, even taking into account thesituation from August 8, 2024, when the Tender Offeror published the Tender Offeror Press Release dated August 8,
2024 to today, the Tender Offeror has determined that it is not necessary to change the Tender Offer Price that wasdetermined on August 8, 2024.
On September 3, 2024, the Bain Capital Press Release was published. According to the Target Company Press Release
Dated September 4, 2024, from the viewpoint of not arbitrarily eliminating the possibility of counterproposals being
realized, the Target Company decided on September 4, 2024 to continue granting Bain Capital the opportunity to
conduct due diligence during the Tender Offer Period, and that if a legally binding proposal is made by Bain Capital,
the Target Company and the Special Committee plan to carefully and sincerely consider it. However, the Bain Capital
Press Release states Bain Capital may make a legally binding proposal to take the Target Company private, subject tocertain conditions precedent, including (i) the cooperation reasonably required from the Target Company is obtained ina timely manner, (ii) the necessary institutional decisions are made at Bain Capital, (iii) good faith discussions areentered into with the management of the Target Company through an appropriate process and the management of theTarget Company and Bain Capital reach a consensus as to management policy for after the delisting of the Target
Company Shares, (iv) it being confirmed in future due diligence that there have been no changes to the Target Company
Group’s business, financial situation, management situation, assets, liabilities, cash flows, or future prospects from thecontent verified in the Information Provision Process, and (v) preparation having been made for receipt of commitment
letters for certain funds-based financing from major domestic financial institutions. However, it is unclear as to (a)whether Bain Capital will make a legally binding proposal, and if so, when, (b) what time frame the Target Company
will use to consider the legally binding proposal if one is made, (c) whether the Target Company will change its opinion
regarding the Tender Offer (a resolution of the board of directors of the Target Company expressing an opinion in favorof the Tender Offeror and recommending the shareholders and Share Options Holders tender in the Tender Offer) as aresult of such consideration, and (d) the reliability of the schedule set out in the Bain Capital Press Release (the planfor Bain Capital to submit a legally binding proposal and announce the scheduled commencement of a tender offer by
Bain Capital in October 2024, and the conducting of a tender offer in November 2024 by Bain Capital). In this regard,
the Guidelines for Corporate Takeovers – Enhancing Corporate Value and Securing Shareholder’s Interests establishedby the Ministry of Economy, Trade and Industry on August 31, 2023 state that from the perspective of ensuring thatshareholders are provided with the necessary information when making decisions about acquisitions and are notprevented from making rational decisions, it is not advisable for an acquiring party to “announce advance notice of aplanned tender offer without a reasonable basis for actually commencing the tender offer, such as by lacking thefinancial resources required for the acquisition”. However, since the publication of the Bain Capital Press Release, themarket price of the Target Company Shares has risen sharply, and the Tender Offeror believes that there are concernsthat the Target Company shareholders and Share Option Holders are being prevented from making rational decisions.
In addition, according to the Target Company Press Release Dated September 4, 2024, as of September 3, 2024, theTender Agreements entered into by the Tender Offeror remain valid, and that given the high likelihood of the Tendering
Shareholders tendering in the Tender Offer by the Tender Offeror was one of the reasons why the Special Committee
determined that there was no change in its assessment that the Transaction by the Tender Offeror is superior to the
proposal by Bain Capital in terms of feasibility, the Tender Offeror believes that whether or not 3DIP and Farallon willtender in the Tender Offer in accordance with the Tender Agreements is important information for the Target Company
shareholders and Share Option Holders in making a rational decision as to the feasibility of the Transaction by the43

Tender Offeror and Bain Capital’s proposal. However, in the Bain Capital Press Release, it is speculated, without
providing any concrete evidence, that if the Target Company changes its opinion on the Tender Offer, 3DIP will be
released from its obligations under the 3DIP Tender Agreement and will be able to tender in a tender offer by Bain
Capital. Therefore, the Tender Offeror believes that there are specific concerns that actions may be taken by the Target
Company shareholders and Share Option Holders under the assumption that there is a possibility the Tendering
Shareholders may not tender in the Tender Offer, and that the making of rational decisions may be hindered.
Therefore, so that all of the Target Company Shares and the Share Options that Prospective Selling Shareholders,
including each Tendering Shareholder, and Prospective Selling Share Option Holders wish to sell can be acquired by
the Tender Offeror on the commencement date of settlement of the Tender Offer (October 28, 2024), on September 19,
2024, the Tender Offeror decided on the Removal of the Minimum Tender Condition. Furthermore, the Tender Offeror
decided that in addition to the Removal of the Minimum Tender Condition, so that the shareholders of the Target
Company and Share Option Holders who wish to assess whether Bain Capital will make a legally binding proposal in
October 2024 and announce a planned tender offer as described in the Bain Capital Press Release, and the details
thereof, will have a certain opportunity secured to sell the Target Company Shares at the same price as that of the Tender
Offer Price, and the Share Options at the difference between the Tender Offer Price and the exercise price per Target
Company Share even in the case that Bain Capital has not announced a planned tender offer, it would commence theSecond Tender Offer as soon as practicably possible after the First Tender Offer is completed and settlement iscompleted. If a tender offer is commenced by Bain Capital, the Tender Offeror does not plan to tender its Target
Company Shares in such tender offer. In addition, if the Tender Offeror acquires 33,658,500 or more of the Target
Company Shares (Ownership Ratio: 53.22%) in the First Tender Offer, the Second Tender Offer will not be conducted.
Furthermore, prior to deciding on the Scheme Change, the Tender Offeror explained the details of the Scheme Change
to each Tendering Shareholder, and when confirming their intention to tender the Planned Tender Shares regardless of
the Removal of the Minimum Tender Condition, each Tendering Shareholder expressed their intention to the Tender
Offeror to tender their respective Planned Tender Shares. In addition, as of the submission date of the September 19
Amended Statement, the Tender Offeror has confirmed that each of the Tendering Shareholders has already tendered
their respective Planned Tender Shares pursuant to their respective Tender Agreements, and such tender will not be
withdrawn without the consent of the Tender Offeror.
(5)

Number of Shares, etc. to Be Purchased(Prior to revision)
Number of Shares to be

Minimum Number of Shares

Maximum Number ofPurchased

to be Purchased

Shares to be Purchased

Common Shares

63,790,275 (shares)

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

Total

63,790,275 (shares)

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

Type of Shares, etc.

(Note 1) If the total number of Tendered Shares (including the number of shares subject to the Share Options
tendered in the Tender Offer; the same shall apply hereinafter) is less than the minimum number of shares
to be purchased (33,658,500 shares), the Tender Offeror will not purchase any of the Tendered Shares. If
the total number of Tendered Shares is equal to or exceeds the minimum number of shares to be purchased(33,658,500 shares), the Tender Offeror will purchase all of the Tendered Shares.
(omitted)

44

(After revision)
Number of Shares to be

Minimum Number of Shares

Maximum Number ofPurchased

to be Purchased

Shares to be Purchased

Common Shares

63,790,275 (shares)- (shares)- (shares)

Total

63,790,275 (shares)- (shares)- (shares)

Type of Shares, etc.

(Note 1) As a minimum and maximum number of shares to be purchased has not been set in the First Tender Offer,
the Tender Offeror will purchase all of the Tendered Shares.
(omitted)(9)(I)

Other Conditions and Methods of Purchase
Existence and Description of Conditions Stipulated in each Item of Article 27-13, Paragraph 4 of the Act(Prior to revision)
If the total number of Tendered Shares does not reach the minimum number of shares to be purchased (33,658,500
shares), none of the Tendered Shares will be purchased. If the total number of Tendered Shares equals to or exceeds theminimum number of shares to be purchased (33,658,500 shares), all of the Tendered Shares will be purchased.
(After revision)
As a minimum and maximum number of shares to be purchased has not been set in the First Tender Offer, the Tender
Offeror will purchase all of the Tendered Shares.
4.

Other Matters

(1)
(I)

Existence and Contents of Agreements between the Tender Offeror and the Target Company or its Officers
Declaration of Support for the Tender Offer(Prior to revision)(omitted)
Based on the above, at the board of directors meeting held today, the Target Company resolved to express its support
for the Tender Offer again and to recommend its shareholders and Share Option Holders to tender their Target Company
Securities in the Tender Offer.
For details of the above resolutions of the board of directors meetings of the Target Company held on August 8, 2024
and today, please refer to Target Company Press Release and “(VII) Approval by all Directors with No Interest in theTarget Company and the Absence of Objections by All Statutory Auditors” in “(3) Measures to Ensure the Fairness of
the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflictsof Interest” in “1 Purpose of the Purchase” above.
(After revision)(omitted)
Based on the above, at the board of directors meeting held today, the Target Company resolved to express its support
for the Tender Offer again and to recommend its shareholders and Share Option Holders to tender their Target Company
Securities in the Tender Offer.
For details of the above resolutions of the board of directors meetings of the Target Company held on August 8, 2024
and today, please refer to Target Company Press Release and “(VII) Approval by all Directors with No Interest in theTarget Company and the Absence of Objections by All Statutory Auditors” in “(5) Measures to Ensure the Fairness of45

the Tender Offer Including Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflictsof Interest” in “1 Purpose of the Purchase” above.
Furthermore, due to concerns about information leaks, the Tender Offeror has not held discussions with the Target
Company regarding the Removal of the Minimum Tender Condition and the conducting of the Second Tender Offerprior to the submission of the September 19 Amended Statement. Promptly after the date of submission of theSeptember 19 Amended Statement, the Tender Offeror plans to explain to the Target Company the Removal of the
Minimum Tender Condition and conducting of the Second Tender Offer, as well as the reasons for the same, and requestthat the Target Company maintains its opinion in support of the Tender Offers and its resolution recommending that its
shareholders and Share Options Holders tender in the Tender Offers.
End46