The transactions pursuant to the share exchange described in this press release involve securities of a Japanesecompany. The share exchange is subject to disclosure requirements of Japan that are different from those of the UnitedStates. Financial information included in this document, if any, was excerpted from financial statements prepared inaccordance with foreign accounting standards that may not be comparable to the financial statements of United Statescompanies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities
laws, since the issuer is located in Japan and some or all of its officers and directors reside outside of the UnitedStates. You may not be able to sue a Japanese company or its officers or directors in a Japanese court for violationsof the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject themselves
to a U.S. court’s judgment. You should be aware that the issuer may purchase securities otherwise than under theshare exchange, such as in the open market or through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the event of
any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language
original shall prevail in all respects.

(Translation)
February 26, 2021
To whom it may concern:
Company Name:
Matsumotokiyoshi Holdings Co., Ltd.
Name of Representative: Kiyoo Matsumoto, President(Securities code: 3088, TSE First Section)
Contact:
Nobuharu Takahashi, General Manager ofCorporate Communications Department,
Strategy Planning Division
Phone:+81-47-344-5110

Corporate

Company Name:
cocokara fine Inc.
Name of Representative: Atsushi Tsukamoto, President(Securities code: 3098, TSE First Section)
Contact:
Shunichi Mori, Executive Officer, and General Manager of
Administrative Division
Phone:+81-45-548-5937

1

Notice of Execution of Management Integration Agreementfor Management Integration between
Matsumotokiyoshi Holdings Co., Ltd. and cocokara fine Inc.
Matsumotokiyoshi Holdings Co., Ltd. (hereinafter, "Matsumotokiyoshi Holdings") and cocokara fine Inc.
(hereinafter, "cocokara fine") announce that they have reached an agreement to implement management integration(hereinafter, the "Management Integration"), and have entered into a management integration agreement (hereinafter,the "Management Integration Agreement") and related agreements, based on the resolution of the board of directors’
meeting of each party held today, as detailed herein below. This announcement is a result of a series of deliberations
between the parties that followed their previous agreement to proceed with discussions and consideration on theManagement Integration (hereinafter, the "Basic Agreement"), as announced in the "Notice of Memorandum ofUnderstanding on the Commencement of Discussions for Business Integration" dated August 16, 2019, and the"Notice by Matsumotokiyoshi Holdings Co., Ltd. and cocokara fine Inc. Concerning Entry Into Memorandum ofUnderstanding Regarding a Business Integration and Capital and Business Alliance Agreement for such Business
Integration" dated January 31, 2020.
Please note that the effectuation of the Management Integration is subject to the approval of the shareholders'meetings of Matsumotokiyoshi Holdings and cocokara fine, respectively, and the permissions and approvals required
for the implementation of the Management Integration.
1. Background and purpose of the Management Integration(1) Background and purpose of the Management Integration
With the group management philosophy of "1st for you," Matsumotokiyoshi Holdings seeks ongoing growthand improvement of its corporate value through the creation of new added values and the provision ofthoughtful services, always keeping the customers' perspective in mind. As of December 31, 2020,
Matsumotokiyoshi Holdings was operating a total of 1,755 drugstores/dispensing pharmacies throughout
Japan (335 of which are dispensing pharmacies). As a leading company in the drugstore industry,
Matsumotokiyoshi Holdings is aiming to be an "indispensable corporate group in the health and beauty area,"
and in the future, "Asia's No.1 company in the health and beauty area."
Meanwhile, cocokara fine coordinates the management of a total of 1,444 drugstores/dispensing pharmacies
under its operation throughout Japan (407 of which were dispensing pharmacies (as of December 31, 2020))
and its caregiving-related businesses, with the aim of realizing its management philosophy of "pursuing thehealth of mind and body of individuals, and contributing to the community." cocokara fine is promoting the"creation of a healthcare network in the community" that provides integrated home healthcare and caregiving
services in the community through the coordination of various professions involved in medical care andcaregiving, taking it as its social mission, and is aiming to make the next leap forward as a true healthcarecompany.
After the execution of the Basic Agreement, as part of the Management Integration, Matsumotokiyoshi
Holdings and cocokara fine advanced mutual cooperation through consultation between the parties based on
the Capital and Business Alliance Agreement that had been executed prior to the implementation of theManagement Integration. Our objective for this cooperation was to become an efficient and competitive
company as early as immediately after the Management Integration by utilizing the time up to the Management
2Integration to improve our respective corporate value through early achievement of synergies and to integrate
our strategies and corporate cultures. To date, we have worked for early attainment of synergies through mutual
supply of our products, in particular the much-talked-about private brand (PB) products such as the"matsukiyo" brand products and "THE RETIONOTIME," an advanced functional cosmetics series, integrated
merchandising of national brand (NB) products, including pharmaceuticals, and joint development of products.
The environment surrounding our society is facing drastic changes. People's lifestyles are diversifying due tothe digitalization of our lives as a result of the expansion of e-commerce markets with the popularization ofsmartphones and the fusion of online and offline led by leading global U.S. and Chinese companies. Moreover,Japan is facing changes in its social structure due to a rapidly aging population combined with the fallingbirthrate, and the concentration of population in the three largest metropolitan areas. Moreover, since late
January 2020, the spread of COVID-19 has accelerated the shift to online channels and led to changes in
consumer trends. Meanwhile, we are also aware of the importance of being prepared for the reversion back to
the globalization that is expected to occur after the immigration restrictions issued by the Japanese Government
are lifted. With these changes in the environment, the retail industry is now required to realize, at a deeper
level, services that meet the needs of every one of the diversified base of customers, prioritizing the security
and safety of its customers and employees.
Under such macro-environment, the business climate in the drugstore industry continues to be harsh, with newstores opening by competitors across industries and business lines, entry into new areas aimed for commercial
area expansion and expansion of scale through M&A, competition with different industries that are becoming
homogenous, and the resulting narrowing of the commercial area of individual stores caused by all thesefactors. On the other hand, with the increase in the Japanese social security expenditures, the drugstore industry
is expected to play an important role in creating community-based integrated care systems, and is also required
to address the revisions of medical service fees.
Seeing the time of such drastic changes as an opportunity for growth, Matsumotokiyoshi Holdings andcocokara fine are to become an infrastructure company supporting society and customers' lives, with domestic
sales of JPY 1 trillion and 3,000 stores as a result of the Management Integration. Furthermore, we will
revolutionize the purchase trends of consumers by establishing "One to One" marketing utilizing our customer
bases. Our goal is to vigorously lead the domestic drugstore industry, gaining an overwhelming presence inthe health and beauty arena. Furthermore, we aim to become "Asia's No.1 company in the health and beautyarea" in the future by promoting the establishment of community-based integrated care systems as a social
mission of drugstores and establishing business bases in Asia with rising health and beauty consciousness.
(2) Synergy effect of the Management Integration
Matsumotokiyoshi Holdings and cocokara fine have a common philosophy of placing the greatest value on
promotion of our local customers' beauty, health and better lives, and share the common feature of operating
numerous stores both in cities and suburbs. In addition, we can mutually leverage a variety of respective
resources, infrastructures, know-how and other management resources thanks to our complementary store
locations and similar strategies of digitalization and global expansion.
After the implementation of the capital and business alliance, we established a synergy committee and carriedout a review of the expected synergies. We have started to unify our merchandising and shelving planograms
3and have commenced to supply PB products. The Management Integration is expected to result in achievementof a combined revenue improvement on a scale of JPY 30 billion in operating profit on a consolidated basisby the third year after the Management Integration. At present, we expect to realize combined synergies ofapproximately JPY 20 billion in operating profit on a consolidated basis, out of the amount mentioned above,in the first year (October 2021 – September 2022) mainly from the synergy items as described below. We
believe that such synergies from the Management Integration will boost our shareholder value.
(ⅰ)
Joint development and joint purchasing of products- We aim to expand sales by further increasing the appeal of our PB products through mutual supply
and sale of the existing PB products that are popular among our customers as well as joint
development of new PB products, thereby increasing sales and improving profitability.
- We aim to improve profitability by unifying our procurement of products, including pharmaceuticals,
and thus reducing purchasing costs through economies of scale, and also by increasing rebates
through reflection of our rebate rates.
(ⅱ) Customer bases and marketing- Integration of our customer bases will enable sales promotion strategies that are compatible withdigitalization. We will aim to increase sales by offering products to meet the needs of each customer
and seamlessly connecting offline (physical stores) and online (EC) channels.
(ⅲ) Others- In terms of logistics, we anticipate improvements in logistics efficiency and a reduction of thelogistics cost per store by virtue of complementary store operation areas and through an increase in
our combined market shares by prefecture. In terms of systems, we expect that systems integration
will produce not only a cost reduction effect but also rationalization of store operation, enhancementof merchandising functions and improved effects of the sales promotion measures.
- In addition, we anticipate a cost reduction effect by jointly purchasing equipment and fixtures aswell as by unifying our settlement methods.
2. Outline of the Management Integration(1) Method of the Management Integration
In the Management Integration Agreement, the parties have agreed that the Management Integration is to beeffected substantially in the manner described below. For the method of the Management Integration, pleasealso see the reference charts set out herein below.
(i) As of October 1, 2021, cocokara fine and Matsumotokiyoshi Holdings shall implement a shareexchange (kabushiki kokan) wherein Matsumotokiyoshi Holdings will be the wholly-owning parent
company in the share exchange and cocokara fine will be the wholly-owned subsidiary in the shareexchange (hereinafter, the "Share Exchange").
(ii) As of October 1, 2021, subject to the effectuation of the Share Exchange, Matsumotokiyoshi Holdings
shall establish Matsumotokiyoshi Group Co., Ltd., a company whose principal purpose is to hold sharesin, and to manage the operations of, Matsumotokiyoshi Co., Ltd. and other subsidiaries or the like,(hereinafter, "MKG"), by way of an incorporation-type company split wherein Matsumotokiyoshi
Holdings will be the split company (hereinafter, the "Incorporation-type Company Split").
(iii) As of October 1, 2021, subject to the effectuation of the Share Exchange, Matsumotokiyoshi Holdings
shall implement an absorption-type company split wherein Matsumotokiyoshi Holdings will be the split
company and MKCF Succeeding Company, a wholly-owned subsidiary of Matsumotokiyoshi Holdings
established on February 18, 2021 (hereinafter, the "Synergy Generator"), will be the succeeding
4company for the purpose of causing MKCF Succeeding Company to succeed to Matsumotokiyoshi
Holdings' sales planning, operational support and other functions (hereinafter, the "Absorption-type
Company Split (Matsumotokiyoshi Holdings)").
(iv) As of October 1, 2021, subject to the effectuation of the Share Exchange, cocokara fine shall implement
an absorption-type company split wherein cocokara fine will be the split company andMatsumotokiyoshi Holdings will be the succeeding company for the purpose of causing
Matsumotokiyoshi Holdings to succeed to cocokara fine's headquarters functions (hereinafter, the"Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings)").
(v) As of October 1, 2021, subject to the effectuation of the Share Exchange, cocokara fine shall implement
an absorption-type company split wherein cocokara fine will be the split company and the Synergy
Generator will be the succeeding company for the purpose of causing the Synergy Generator to succeed
to cocokara fine's sales planning, operational support and other functions (hereinafter, the "Absorptiontype Company Split (cocokara fine - Synergy Generator)").
(vi) As of October 1, 2021, subject to the effectuation of the Share Exchange, cocokarafine Healthcare Inc.,a wholly-owned subsidiary of cocokara fine (hereinafter, "cocokarafine Healthcare"), shall implement
an absorption-type company split wherein cocokarafine Healthcare will be the split company andMatsumotokiyoshi Holdings will be the succeeding company for the purpose of causing
Matsumotokiyoshi Holdings to succeed to cocokarafine Healthcare's headquarters functions(hereinafter, the "Absorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi
Holdings)").
(vii) As of October 1, 2021, subject to the effectuation of the Share Exchange, cocokarafine Healthcare shall
implement an absorption-type company split wherein cocokarafine Healthcare will be the split company
and the Synergy Generator will be the succeeding company for the purpose of causing the Synergy
Generator to succeed to cocokarafine Healthcare's sales planning, operational support and otherfunctions (hereinafter, the "Absorption-type Company Split (cocokarafine Healthcare - Synergy
Generator)").
Upon the completion of the procedures set out in (i) through (vii) above, MKG and cocokara fine will become
subsidiaries of Matsumotokiyoshi Holdings.
Subject to the effectuation of the Share Exchange, Matsumotokiyoshi Holdings will change its trade name to
MatsukiyoCocokara & Co. (hereinafter, Matsumotokiyoshi Holdings after the effectuation of the Share
Exchange is referred to as the "Integrated Company"). Meanwhile, after the effectuation of the Share Exchange,
cocokara fine will change its trade name to Cocokarafine Group Co., Ltd.

5

* Reference charts
Group chart after theManagement
Integration

マツキヨココカラ & Co.
MatsukiyoCocokara
アンドカンパニー

MCC シナジー
Management
創出会社

Current stateMatsumotokiyoshi[MKG]社Group[●] Group
Cocokarafine

マツモトキヨシMatsumotokiyoshi
and other
その他子会社等
subsidiaries
or the like

ココカラファインヘルスケア
cocokarafine Healthcare andotherその他子会社等
subsidiaries or the like

マツモトキヨシMatsumotokiyoshi
ホールディングス
Holdings

cocokarafine
ココカラファイン
シナジー
MKCF
Succeeding
創出会社
Company

マツモトキヨシMatsumotokiyoshi
and other
その他子会社等
subsidiaries
or the like

Share Exchange

cocokarafine Healthcare andココカラファインヘルスケア
otherその他子会社等
subsidiaries or the like

マツキヨココカラ
MatsukiyoCocokara& Co. (*1)
アンドカンパニー（※１）

Effective date
October 1, 2021
(scheduled)

シナジー

MCC Management
(*3)
創出会社
マツモトキヨシMatsumotokiyoshi
and othersubsidiaries
or the like
その他子会社等

Cocokarafine[●]（※２）Group(*2)
ココカラファインヘルスケア
cocokarafine Healthcare andotherその他子会社等
subsidiaries or the like

Share exchange wherein Matsumotokiyoshi Holdings will be thewholly-owning parent company in the share exchange, and cocokara
fine will be the wholly-owned subsidiary in the share exchange(*1) Subject to the effectuation of the Share Exchange, to be changed
from "Matsumotokiyoshi Holdings Co., Ltd."(*2) After the effectuation of the Share Exchange, to be changed from"cocokara fine Inc."(*3) After the effectuation of the Share Exchange, to be changed from"MKCF Succeeding Company."
Incorporation-type
Company Split andAbsorption-type
Company Split(Matsumotokiyoshi
Holdings)

MatsukiyoCocokara& Co.
マツキヨココカラ＆カンパニー

MCCマネジメント
MCC
Management

Matsumotokiyoshi

Effective date
October 1, 2021
(scheduled)

マツモトキヨシグループ
Group

ココカラファイングループ
Cocokarafine Group

Matsumotokiyoshi
and other
マツモトキヨシsubsidiaries
or the like
その他子会社等

ココカラファインヘルスケア
cocokarafine Healthcare andotherその他子会社等
subsidiaries or the like

Subject to the effectuation of the Share Exchange, Matsumotokiyoshi
6Holdings will, (i) by way of an incorporation-type company split,
establish MKG, whose principal purpose is to hold shares in, and to
manage the operations of, Matsumotokiyoshi Co., Ltd. and othersubsidiaries or the like; and (ii) by way of an absorption-type company
split, cause its sales planning, operational support and other functions
to be succeeded by the Synergy Generator.
Absorption-type
Company Split(cocokara fine Matsumotokiyoshi
Holdings),
Absorption-type
Company Split(cocokara fine Synergy Generator),
Absorption-type
Company Split(cocokarafine
Healthcare Matsumotokiyoshi
Holdings) and
Absorption-type
Company Split(cocokarafine
Healthcare - Synergy
Generator)

MatsukiyoCocokara& Co.
マツキヨココカラ＆カンパニー

MCCマネジメント
MCC
Management

Matsumotokiyoshi
マツモトキヨシグループ
Group

ココカラファイングループ
Cocokarafine Group

マツモトキヨシMatsumotokiyoshi
and other
その他子会社等
subsidiaries
or the like

ココカラファインヘルスケア
cocokarafine Healthcare andotherその他子会社等
subsidiaries or the like

Subject to the effectuation of the Share Exchange, by way ofabsorption-type company splits, cocokara fine and cocokarafine
Healthcare will cause their headquarters functions to be succeeded by
Matsumotokiyoshi Holdings, and will cause their sales planning,
operational support and other functions to be succeeded by the Synergy
Generator.

Effective date
October 1, 2021
(scheduled)(2)(i)

Overview of the Integrated Company
Trade name (scheduled)
As described in "(1) Method of Management Integration" above, the trade name of Matsumotokiyoshi
Holdings is scheduled to be changed to the following as of the time at which the Share Exchange takes
effect, subject to the approval of the shareholders of Matsumotokiyoshi Holdings at the Annual Meetingof Shareholders to be held on June 29, 2021 for the fiscal year ending March 2021.
MatsukiyoCocokara & Co.

(ii)

Management Philosophy of MatsukiyoCocokara & Co.
Creating the future "normal" and innovating lifestyles
Foreseeing the future of health and beauty, and contributing to the realization of enhanced lives andlivelier communities through the creation of new customer experiences.
7

(iii)

Group Vision
Making health and beauty more delightful and accessible
MatsukiyoCocokara & Co. will actively incorporate new technologies and ideas in the fields of healthand beauty, aiming to make people's daily lives more fun and enjoyable.
MatsukiyoCocokara & Co. will continue to strive in its efforts to remain close and sensitive to the wishes
and desires of consumers, and strive to deliver greater peace of mind and joy to the daily lives of people
and their communities.

(iv)

Business Objective of the GroupThe group will aim to achieve:
Group sales of 1.5 trillion yen, and an operating profit ratio of 7.0% (by the year ending March2026)
The purpose for setting this target is to become Asia’s No. 1 drugstores company, and to establish aleading position in the fields of health and beauty.

(v)

(vi)

Management structure (scheduled)A)
Representative Directors
 Mr. Namio Matsumoto, Chairman (Current Chairman of Matsumotokiyoshi Holdings)
 Mr. Kiyoo Matsumoto, President (Current President of Matsumotokiyoshi Holdings)
 Mr. Atsushi Tsukamoto, Vice President (Current President of cocokara fine and President ofcocokarafine Healthcare)
B)

Directors
Among the directors of both companies as of today, ten directors from Matsumotokiyoshi
Holdings and five directors from cocokara fine will be selected as candidates respectively, and thefinal candidates will be determined through good faith discussions between the two companies.

C)

Company Auditors
The candidates will be three company auditors of Matsumotokiyoshi Holdings and one audit andsupervisory committee member of cocokara fine as of today, and the final candidates will be
determined through good faith discussions between the two companies.

OthersAny other matters related to the management structure of the Integrated Company will be determinedby the effective date through further discussions between the two companies.
The two companies will maintain the preparatory committee for business integration established underthe Basic Agreement, and will discuss in good faith the management of the Integrated Company,
business development, and other details of the integration to be carried out after the execution of theManagement Integration.

(3) Schedule of the Management Integration
Execution of the Basic Agreement and the Capital and Business
January 31, 2020
Alliance Agreement (Both Companies)
8

Execution of the Management Integration Agreement and an
agreement for the Share Exchange (hereinafter, "Share Exchange
Agreement")

February 26, 2021 (today)

Preparation of a plan for the Incorporation-type Company Split(hereinafter, "Incorporation-type Company Split Plan")
Execution of an agreement for the Absorption-type Company Split(Matsumotokiyoshi Holdings) (hereinafter, "Absorption-type
Company Split Agreement (Matsumotokiyoshi Holdings)")
Execution of an agreement for the Absorption-type Company Split(cocokara fine - Matsumotokiyoshi Holdings) (hereinafter,"Absorption-type Company Split Agreement (cocokara fine Matsumotokiyoshi Holdings)")
Execution of an agreement for the Absorption-type Company Split
April 2021 (scheduled)(cocokara fine - Synergy Generator) (hereinafter, "Absorption-type
Company Split Agreement (cocokara fine - Synergy Generator)")Execution of an agreement for the Absorption-type Company Split(cocokarafine Healthcare - Matsumotokiyoshi Holdings)(hereinafter, "Absorption-type Company Split Agreement(cocokarafine Healthcare - Matsumotokiyoshi Holdings)")
Execution of an agreement for the Absorption-type Company Split(cocokarafine Healthcare – Synergy Generator) (hereinafter,"Absorption-type Company Split Agreement (cocokarafine
Healthcare – Synergy Generator)")Annual Meeting of Shareholders for the approval of the Share
Exchange Agreement, Incorporation-type Company Split Plan,
Absorption-type Company Split Agreement (Matsumotokiyoshi
Holdings), etc. (Matsumotokiyoshi Holdings)

June 29, 2021 (scheduled)

Annual Meeting of Shareholders for the approval of the Share
Exchange Agreement, etc. (cocokara fine)

June 29, 2021 (scheduled)

Last trading day (cocokara fine)September 28, 2021 (scheduled)

Delisting date (cocokara fine)September 29, 2021 (scheduled)

Effective date for the Share Exchange, Incorporation-type Company
Split, Absorption-type Company Split (Matsumotokiyoshi
Holdings), Absorption-type Company Split (cocokara fine Matsumotokiyoshi Holdings), Absorption-type Company Split(cocokara fine - Synergy Generator), Absorption-type Company
Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings), andAbsorption-type Company Split(cocokarafine Healthcare – Synergy
Generator)

October 1, 2021 (scheduled)

The above is the schedule set out as of the present. Should any changes to the above schedule be made dueto the obtainment of permits or for any other reasons during the course of the procedures and discussions
pertaining to the Management Integration in the future, such changes will be promptly announced.
93. Share Exchange(1) Purpose of the Share Exchange
Please refer to "1. Background and purpose of the Management Integration, (1) Background and purpose of
the Management Integration" above.
(2) Schedule of the Share Exchange
Please refer to "2．
Outline of the Management Integration, (3) Schedule of the Management Integration" above.
(3) Method of the Share ExchangeThis is a Share Exchange wherein Matsumotokiyoshi Holdings will be the wholly-owning parent company inthe share exchange and cocokara fine will be the wholly-owned subsidiary in the share exchange. This Share
Exchange is scheduled to take place after the approval of the Share Exchange Agreement at Matsumotokiyoshi
Holdings' Annual Meeting of Shareholders to be held on June 29, 2021 with regard to Matsumotokiyoshi
Holdings, and the approval of the Share Exchange Agreement at cocokara fine's Annual Meeting of
Shareholders to be held on June 29, 2021 with regard to cocokara fine, and with October 1, 2021 as theeffective date.
(4) Details of allotment pertaining to the Share Exchange
Matsumotokiyoshi Holdings

cocokara fine

1

1.70

Share Exchange Ratio for the Share
Exchange
Number of shares to be delivered in the
Share Exchange

Common shares of Matsumotokiyoshi Holdings:
40,795,416 shares (scheduled)(*1) Allocation ratio of shares
1.70 common shares of Matsumotokiyoshi Holdings will be allotted and delivered for each commonshare of cocokara fine. No allotment or delivery will be made with regard to the common shares ofcocokara fine held by Matsumotokiyoshi Holdings (6,006,908 shares (as of December 31, 2020)).
(*2) Number of shares to be delivered in the Share Exchange
40,795,416 common shares of Matsumotokiyoshi Holdings (scheduled)
The above number of common shares has been calculated based on the total number of issued commonshares (31,412,085 shares) and the number of treasury shares (1,407,873 shares) of cocokara fine asof December 31, 2020.
Upon the Share Exchange, Matsumotokiyoshi Holdings will allot and deliver its common shares tothe shareholders of cocokara fine as of the time immediately before the acquisition of all of the issued
shares in cocokara fine by Matsumotokiyoshi Holdings (hereinafter, "Base Time"). The number ofcommon shares of Matsumotokiyoshi Holdings to be allotted will be calculated based on the shareexchange ratio for the Share Exchange described in the table above (hereinafter, "Share Exchange
Ratio"). The common shares of Matsumotokiyoshi Holdings will be allotted and delivered throughthe appropriation of treasury shares held by Matsumotokiyoshi Holdings as well as through theissuance of new shares.
cocokara fine plans to cancel all of its treasury shares held as of the Base Time (including treasury
shares to be acquired in response to the demands of the dissenting shareholders for share purchase,10set forth in Article 785, Paragraph 1 of the Companies Act, exercised at the time of the Share
Exchange) by a resolution at the board of directors meeting held by the day before the effective dateof the Share Exchange, and the number of common shares to be delivered by Matsumotokiyoshi
Holdings may be revised in the future depending on the number of treasury shares, etc. to be held bycocokara fine up to the Base Time.
(*3) Treatment of fractional shares
As a result of the Share Exchange, some shareholders are expected to hold fractional shares of
Matsumotokiyoshi Holdings, but such fractional shares may not be sold in the financial instruments
exchange market. Shareholders who will hold fractional shares of Matsumotokiyoshi Holdings areentitled to exercise the following rights on and after the effective date of the Share Exchange:(i) Right to request to purchase the fractional shares (sale of fractional shares)
In accordance with Article 192, Paragraph 1 of the Companies Act, shareholders may requestthat Matsumotokiyoshi Holdings purchase fractional shares held by such shareholders.
(ii) Right to purchase additional fractional shares (additional purchase to form one unit)
Pursuant to the provisions of Article 194, Paragraph 1 of the Companies Act and the Articles ofIncorporation, except where Matsumotokiyoshi Holdings does not hold the number of treasury
shares for which additional purchase is requested, shareholders may purchase from
Matsumotokiyoshi Holdings such number of shares which, together with the number offractional shares held by such shareholders, will constitute one share unit (100 shares).
(*4) Treatment of fractions less than one share
Upon the execution of the Share Exchange, pursuant to the provisions of Article 234 of the Companies
Act and other related laws and regulations, Matsumotokiyoshi Holdings will pay the amountcorresponding to the fraction less than one share to the current shareholders of cocokara fine who will
receive such allotments of a fraction less than one share of Matsumotokiyoshi Holdings’ commonshares in association with the Share Exchange.
(5) Treatment of share options and bonds with share options in association with the Share Exchange
Not applicable.
(6) Grounds for details of allotment pertaining to the Share ExchangeA) Grounds for details of allotment
In calculating the Share Exchange Ratio stated above in "(4) Details of allotment pertaining to the Share
Exchange", in order to ensure fairness and appropriateness of the Share Exchange Ratio, Matsumotokiyoshi
Holdings has appointed Daiwa Securities Co. Ltd. (hereinafter, "Daiwa Securities") and cocokara fine has
appointed Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (hereinafter, "Mitsubishi UFJ Morgan
Stanley Securities") as the financial advisor and third-party calculation agent independent from bothcompanies.
Based on the calculation results of the share exchange ratio and advice submitted by its third-party
calculation agent, Daiwa Securities, stated below in "(i) Obtaining calculation documents from independent
third-party calculation agents" of "(8) Measures for securing fairness," the legal advice from Anderson
Mori & Tomotsune stated below in "(ii) Advice from independent law firms" of "(8) Measures for securing
fairness" and results of various due diligence conducted by itself and its advisor against cocokara fine, andalso in consideration of such matters including the financial conditions, business performance trends and11stock price fluctuations of both companies, Matsumotokiyoshi Holdings has, after much careful
deliberation and discussion, determined that the Share Exchange Ratio stated above in "(4) Details ofallotment pertaining to the Share Exchange" is appropriate and contributes to the benefits of theshareholders of Matsumotokiyoshi Holdings.
Based on the calculation results of the share exchange ratio and advice submitted by its third-party
calculation agent, Mitsubishi UFJ Morgan Stanley Securities, stated below in "(i) Obtaining calculation
documents from independent third-party calculation agents" of "(8) Measures for securing fairness," thelegal advice from Nomura & Partners stated below in "(ii) Advice from independent law firms" of "(8)Measures for securing fairness" and results of various due diligence conducted by itself and its advisor
against Matsumotokiyoshi Holdings, and also in consideration of such matters including the financial
conditions, business performance trends and stock price fluctuations of both companies, cocokara fine has,
after much careful deliberation and discussion, determined that the Share Exchange Ratio stated above in"(4) Details of allotment pertaining to the Share Exchange" is appropriate and contributes to the benefitsof the shareholders of cocokara fine.
As such, by reference to the calculation/analysis results by their third-party calculation agents and advice
from their legal advisors, and based on the results of the due diligence conducted against the other party,
in comprehensive consideration of such factors including the financial conditions, future prospects andstock price fluctuations, we have, after a series of careful negotiations and deliberations, eventually
determined that the Share Exchange Ratio of 1.70 stated above in "(4) Details of allotment pertaining to
the Share Exchange" is appropriate and contributes to the benefit of the shareholders of both companies.
Therefore, we have, after passing a resolution on the executions of the Management Integration Agreement
and the Share Exchange Agreement at the board of directors’ meeting of both companies held on the datehereof, entered into the Management Integration Agreement and the Share Exchange Agreement.
B)

Matters relating to calculation(i) Name of calculation agents and relationship with both companies
Neither Daiwa Securities or Mitsubishi UFJ Morgan Stanley Securities is an affiliate ofMatsumotokiyoshi Holdings and cocokara fine, and neither of them has a material interest with respect
to the Share Exchange worth stating.
(ii) Outline of calculation
Daiwa Securities has made calculations using: (a) the market stock price method on the grounds thatthe shares of both Matsumotokiyoshi Holdings and cocokara fine are listed on the First Section ofTokyo Stock Exchange, Inc. (hereinafter, "Tokyo Stock Exchange") and the market stock price isavailable; (b) the comparable peer company multiple method on the grounds that there exists multiple
comparable peer companies listed with respect to both companies and that the stock price is available
for analogy by comparing the peer companies; and (c) the DCF (Discounted Cash Flow) method inorder to reflect the status of future business activities to the assessment.
The calculation results of each method are as follows. For the avoidance of doubt, the calculation
range of the share exchange ratio below describes the calculation range of the number of commonshares of Matsumotokiyoshi Holdings allotted per common share of cocokara fine.
12

Calculation Method

Calculation Range of Share Exchange Ratio

Market Stock Price Method

1.67 to 1.72

Comparable Peer Company Multiple
Method1.54 to 1.92

DCF Method

1.63 to 2.01

With respect to the market stock price method, the average of the closing price of the base date andthe closing price of the share price of the respective periods of one (1) month prior to the base date,
three (3) months prior to the base date and six (6) months prior to the base date have been adopted,
with February 25, 2021 as the calculation base date.
In calculating the share exchange ratio, Daiwa Securities has, in principle, used the materials andinformation respectively provided by Matsumotokiyoshi Holdings and cocokara fine, and information
generally made available to the public, and has analyzed and considered all the materials, informationor the like on the assumption that the same are correct and complete, and has not verified, nor does it
assume any liability to verify, the accuracy and completeness of such materials, information or the
like on its own accord. In addition, Daiwa Securities has not assessed, appraised or estimated on its
own accord the assets or liabilities (including contingent liabilities) of both companies and theiraffiliates, and has not requested to a third-party agent for such assessment, appraisal or estimation.
Daiwa Securities understands that the business plans, financial forecasts and other information on
future matters provided by Matsumotokiyoshi Holdings and cocokara fine have been reasonably
prepared based on the best forecasts and determinations of the managers of both companies currently
available. Daiwa Securities has relied on the information of the business plans of both companies
without verifying the accuracy, appropriateness and feasibility thereof on its own accord. The shareexchange ratio has been calculated by Daiwa Securities based on the financial, economic, market andother status as of February 25, 2021.
As stated below in "(i) Obtaining calculation documents from independent third-party calculation
agents" of "(8) Measures for securing fairness," on February 25, 2021, Matsumotokiyoshi Holdings
has received from Daiwa Securities the fairness opinion to the effect that the agreed Share Exchange
Ratio is fair to the shareholders of Matsumotokiyoshi Holdings from the financial viewpoints basedon the above preconditions and other certain preconditions.
Mitsubishi UFJ Morgan Stanley Securities has adopted and made calculations using: (a) the market
stock price analysis on the grounds that the shares of both Matsumotokiyoshi Holdings and cocokara
fine are listed on the financial instruments exchange and the market stock price is available; (b) thecomparable peer company multiple analysis on the grounds that there exists multiple comparable peer
companies listed with respect to both companies and that the stock price is available for analogy bycomparing the peer companies; and (c) the discounted cash flow analysis (hereinafter, "DCF
Analysis") in order to reflect the status of future business activities to the assessment.
With respect to the market stock price analysis, the closing price of the share price of the respective
base dates on the Tokyo Stock Exchange and the simple average of the closing price of the respective
13

transaction date of the respective periods of one (1) month prior to the respective base dates, three (3)months prior to the respective base dates and six (6) months prior to the respective base dates on theTokyo Stock Exchange have been adopted, with April 25, 2019 which is the business day preceding
the date on which the commencement of negotiations of capital and business alliance have beenannounced as the first calculation base date (hereinafter, "First Base Date"), January 30, 2020 whichis the business day preceding the date on which the execution of the basic agreement towards theManagement Integration has been announced as the second calculation base date (hereinafter, "Second
Base Date") and February 25, 2021 as the third calculation base date (hereinafter, "Third Base Date").
The calculation of prices using the DCF Analysis is based on various factors such as the profits in thefinancial prospects and investment plans provided by the managers of Matsumotokiyoshi Holdings
and cocokara fine, all of which have been acknowledged by both companies to be used by Mitsubishi
UFJ Morgan Stanley Securities for the purpose of calculation, results of the due diligence conductedagainst Matsumotokiyoshi Holdings and cocokara fine and other information generally madeavailable to the public, and separately adds synergistic effect to the Management Integration. For the
avoidance of doubt, the financial prospects of cocokara fine includes those of business years whereinsignificant increases or decreases in profits are expected. To be specific, for the period ending March
2022, a significant increase in profits compared to the previous business year is expected due to thebusiness recovery from the decline in profits affected by the spread of COVID-19.
The calculation results of the number of common shares of Matsumotokiyoshi Holdings allotted percommon share of cocokara fine using each method are as follows.
Adopted Method

Calculation Results of Share Exchange Ratio

Market Stock Price Analysis(First Base Date)

1.21 to 1.41

Market Stock Price Analysis(Second Base Date)

1.49 to 1.52

Market Stock Price Analysis(Third Base Date)

1.67 to 1.72

Comparable Peer Company
Multiple Analysis

1.26 to 1.99

DCF Analysis

1.31 to 2.02

On February 25, 2021, Mitsubishi UFJ Morgan Stanley Securities submitted to the board of directorsof cocokara fine a calculation report on the exchange ratio pertaining to the Share Exchange. In
addition, upon the request from the board of directors of cocokara fine, Mitsubishi UFJ Morgan
Stanley Securities has submitted to the board of directors of cocokara fine a written opinion to theeffect that the Share Exchange Ratio is appropriate from the financial viewpoints to the shareholdersof the common shares of cocokara fine (excluding Matsumotokiyoshi Holdings) as of the timing of
the share exchange (hereinafter, "Fairness Opinion").
The opinion of Mitsubishi UFJ Morgan Stanley Securities in the Fairness Opinion is based on andsubject to the various material conditions and restrictions described in the Fairness Opinion and other14

various conditions stated below. In addition, Mitsubishi UFJ Morgan Stanley Securities does not makeany recommendations to cocokara fine or its shareholders or its board of directors to the effect that acertain share exchange ratio is the only appropriate one.
In providing its opinion and representation in the Fairness Opinion, Mitsubishi UFJ Morgan Stanley
Securities has relied on the information already made available to the public or information provided
by cocokara fine or Matsumotokiyoshi Holdings under the premise that such information is accurate
and complete, and has not verified the accuracy and completeness thereof on its own accord.
In addition, in preparing the Fairness Opinion, Mitsubishi UFJ Morgan Stanley Securities has
considered the strategy, finance and business operation-related merits expected from the Management
Integration under the premise that the financial prospects including the information on such strategy,
finance and business operation-related merits reflects the best prospects and decisions currently
available with respect to the future financial conditions of cocokara fine and Matsumotokiyoshi
Holdings and has been reasonably prepared by the managers of cocokara fine and Matsumotokiyoshi
Holdings.
Further, Mitsubishi UFJ Morgan Stanley Securities expresses its opinion under the premise that theManagement Integration will be implemented without any waiver, amendment or delay with respect
to the terms and conditions set forth in the Management Integration Agreement. Mitsubishi UFJ
Morgan Stanley Securities understands that the permits and approvals, consents or the like of thegovernment agencies, supervisory agencies or the like required for the Management Integration are
all obtainable and that no delay, restrictions or conditions that may have material adverse effect on
the merits expected from the Management Integration is added to such permits and approvals,consents or the like.
Mitsubishi UFJ Morgan Stanley Securities is not an advisor with respect to legal affairs, accounting,tax affairs, business regulations and corporate pension. Mitsubishi UFJ Morgan Stanley Securities
serves as the financial adviser, and with respect to issues on legal affairs, accounting, tax affairs,
business regulations and corporate pension, rather than verifying the same on its own accord, it relieson the decisions made by cocokara fine or Matsumotokiyoshi Holdings and their legal advisers,
accounting advisers and tax advisers.
Mitsubishi UFJ Morgan Stanley Securities does not express any opinion on whether the amount or
nature of the consideration paid to the directors, officers or employees of cocokara fine (regardless of
title or class) with respect to the consideration the owners of the shares of cocokara fine will receivein the Management Integration is reasonable.
Mitsubishi UFJ Morgan Stanley Securities has not evaluated or assessed on its own accord, and has
not received any evaluations and/or assessments of, the assets and liabilities of cocokara fine andMatsumotokiyoshi Holdings.
The opinion of Mitsubishi UFJ Morgan Stanley Securities is based on the economic conditions,financial conditions, market conditions and other conditions as of February 25, 2021 in the Fairness
15

Opinion and the information it has obtained as of February 25, 2021. Although there is a possibility
that an event occurring on or after February 25, 2021 may affect the basis on which the opinions in
the Fairness Opinion have been prepared, Mitsubishi UFJ Morgan Stanley Securities is not obligatedto update, revise or reconfirm its opinion in the Fairness Opinion. Mitsubishi UFJ Morgan Stanley
has provided services as the financial adviser of cocokara fine with respect to the Management
Integration, and is scheduled to receive fees in consideration for such services. The receipt of theconsiderable portion of the fees is subject to the Management Integration coming into effect.
During the two (2)-year period retroactive to the date of the Fairness Opinion, Mitsubishi UFJ Morgan
Stanley Securities or its affiliates have provided services as financial adviser and financial services tococokara fine, and Mitsubishi UFJ Morgan Stanley Securities or its affiliates have received fees inconsideration of such services. In addition, it is possible for Mitsubishi UFJ Morgan Stanley Securities
and its affiliates to provide such services to cocokara fine in the future and receive fees inconsideration of such services in the future.
Mitsubishi UFJ Morgan Stanley Securities (together with its affiliates, hereinafter collectively
referred, "Mitsubishi UFJ Morgan Stanley Securities Group") provides global financial services
including banking services (including loan services to cocokara fine and Matsumotokiyoshi Holdings),
securities services, trust services, investment management services and other financial services(hereinafter collectively referred, "Financial Services"). Securities services are not limited to theprovision of investment banking services, finance and financial advisory services, but also include
underwriting of securities, sale and purchase, brokerage services, foreign exchange, commodities andderivative transactions. In the course of general underwriting of securities, sales and purchases,
brokerage services and finance services, Mitsubishi UFJ Morgan Stanley Securities Group may takelong or short position with respect to bonds, shares or loans of cocokara fine, Matsumotokiyoshi
Holdings or companies related to the Management Integration, currencies or commodities related to
the Management Integration or related derivative instruments, or otherwise provide financial servicesof Mitsubishi UFJ Morgan Stanley Securities Group to cocokara fine, Matsumotokiyoshi Holdings orcompanies related to the Management Integration, and engage in sale and purchase or othertransactions for its own account or its customer’s account. Mitsubishi UFJ Morgan Stanley Securities
Group and its directors and officers may invest their own money in or manage funds that invest theirown money in the bonds, shares or loans of cocokara fine, Matsumotokiyoshi Holdings or companies
related to the Management Integration, currencies or commodities related to the Management
Integration or related derivative instruments. In addition, Mitsubishi UFJ Morgan Stanley Securities
may provide general brokerage services to cocokara fine, Matsumotokiyoshi Holdings or companies
related to the Management Integration.
(7) Prospects of and grounds for delisting
As a result of the Share Exchange, as of the effective date of the Share Exchange, October 1, 2021,
Matsumotokiyoshi Holdings is scheduled to acquire all of the issued shares in cocokara fine. Prior to the Share
Exchange, the common shares of cocokara fine are to be delisted on September 29, 2021 in accordance withthe delisting standards of the First Section of the Tokyo Stock Exchange and through the prescribed procedures(final trading date: September 28, 2021). Although it would become impossible to trade the common sharesof cocokara fine at the First Section of the Tokyo Stock Exchange after the delisting, the common shares of16

Matsumotokiyoshi Holdings would be allotted to the shareholders of cocokara fine (excluding, however,Matsumotokiyoshi Holdings) under the Share Exchange Agreement, as stated above in "(4) Details ofallotment pertaining to the Share Exchange" of "3. Share Exchange." The common shares of
Matsumotokiyoshi Holdings to be allotted to the shareholders of cocokara fine (excluding, however,Matsumotokiyoshi Holdings) as a result of the Share Exchange are listed on the First Section of the Tokyo
Stock Exchange, and since it is possible to trade these shares on the First Section of the Tokyo Stock Exchange
on and after the effective date of the Share Exchange, although some of the shareholders of cocokara fine whowill be allotted 100 (i.e., the share unit of Matsumotokiyoshi Holdings) or more shares of the common sharesof Matsumotokiyoshi Holdings as a result of the Share Exchange may be allotted shares of less than one unit
in accordance with the number of shares they hold, it will still be possible to continue to trade shares of one
or more units on the First Section of the Tokyo Stock Exchange, and it is therefore viewed that the liquidityof shares would be provided.
On the other hand, the shareholders of cocokara fine to whom less than 100 shares of the common share of
Matsumotokiyoshi Holdings would be allotted would become holders of shares less than one unit of
Matsumotokiyoshi Holdings as a result of the Share Exchange. Although the shares of less than one unit cannot
be sold on the First Section of the Tokyo Stock Exchange, the shareholders who would end up holding suchshares of less than one unit may, upon request of the shareholders, exercise the right to request to purchase thefractional shares or to purchase additional fractional shares. For details of such treatment, please refer to "(*3)
Treatment of fractional shares" of "(4) Details of allotment pertaining to the Share Exchange" of "3. Share
Exchange" above. In addition, for details for the treatment of fractions in the case of shares less than one share,please refer to "(*4) Treatment of fractions less than one share" of "(4) Details of allotment pertaining to the
Share Exchange" of "3. Share Exchange" above.
The shareholders of cocokara fine may trade as before the common shares of cocokara fine held on the First
Section of the Tokyo Stock Exchange up to the final trade date, September 28, 2021 (scheduled).
(8) Measures for securing fairness
Matsumotokiyoshi Holdings and cocokara fine have taken the following measures in order to secure thefairness of the Share Exchange Ratio and other fairness of the Share Exchange.
(i) Obtaining calculation documents from independent third-party calculation agents
Matsumotokiyoshi Holdings has, for the benefit of its shareholders, obtained the calculation documents
concerning the share exchange ratio on February 25, 2021 from the third-party calculation agent
independent from Matsumotokiyoshi Holdings and cocokara fine, Daiwa Securities. For the outline of thecalculation documents, please refer to "B) Matters relating to calculation" of "(6) Grounds for contents ofallotment pertaining to the Share Exchange" above.
For reference information, Matsumotokiyoshi Holdings has, on February 25, 2021, received from Daiwa
Securities the fairness opinion to the effect that the Share Exchange Ratio is fair to the shareholders of
Matsumotokiyoshi Holdings from the financial viewpoints based on the preconditions stated in "B) Mattersrelating to calculation" of "(6) Grounds for contents of allotment pertaining to the Share Exchange" above
and other certain preconditions. For the material preconditions, etc. concerning the fairness opinion of
Daiwa Securities, please refer to the Exhibit.
17

On the other hand, cocokara fine has, for the benefit of its shareholders, obtained the calculation documents
concerning the share exchange ratio on February 25, 2021 from the third-party calculation agent
independent from Matsumotokiyoshi Holdings and cocokara fine, Mitsubishi UFJ Morgan Stanley
Securities. For the outline of calculation documents, please refer to "B) Matters relating to calculation" of"(6) Grounds for contents of allotment pertaining to the Share Exchange" above.
For reference information, cocokara fine has, on February 26, 2021, received from Mitsubishi UFJ Morgan
Stanley Securities the fairness opinion to the effect that the Share Exchange Ratio is fair to the shareholdersof cocokara fine from the financial viewpoints based on the preconditions stated in "B) Matters relating tocalculation" of "(6) Grounds for contents of allotment pertaining to the Share Exchange" above and othercertain preconditions.
(ii) Advice from independent law firms
Matsumotokiyoshi Holdings obtains legal advice from Anderson Mori & Tomotsune as its legal advisor
regarding the Share Exchange with respect to the various procedures of the Share Exchange and themethod/process of the decision-making of the board of directors.
On the other hand, cocokara fine obtains legal advice from Nomura & Partners as its legal advisor regarding
the Share Exchange with respect to the various procedures of the Share Exchange and the method/processof the decision-making of the board of directors.
For the avoidance of doubt, Anderson Mori & Tomotsune and Nomura & Partners are both independent
from Matsumotokiyoshi Holdings and cocokara fine, and neither of them is a material interested party ofeither company.
(9) Measures for avoiding conflict of interest
No special measures, besides those in "(8) Measures for securing fairness" above, have been taken on the
grounds that there is no conflict of interest between the companies in the decision-making in the board of
directors concerning the Share Exchange, including the fact that there is no member of the board of directorsof Matsumotokiyoshi Holdings and cocokara fine wherein the resolution to implement the Share Exchange
has been passed who concurrently serves as the officer or employee of the counterparty of the Share Exchange.
For reference information, the proposals for the execution of the Management Integration Agreements andother agreements submitted to the meetings of the board of directors of Matsumotokiyoshi Holdings andcocokara fine have been approved and passed unanimously, and all company auditors or all audit andsupervisory committee members have stated their opinion that they have no objection to the implementationof the Management Integration.
4. Incorporation-type Company Split(1) Purpose of the Incorporation-type Company Split
Please refer to "(1) Background and purpose of the Management Integration" of "1. Background and Purposeof the Management Integration" above.
(2) Schedule of the Incorporation-type Company Split
18

Please refer to "(3) Schedule of the Management Integration" of "2. Outline of the Management Integration"
above.
(3) Method of the Incorporation-type Company Split
It is an incorporation-type company split wherein Matsumotokiyoshi Holdings will be the splitting company
and MKG will be the incorporated company. The Incorporation-type Company Split is scheduled to be
implemented with effect on October 1, 2021 after obtaining the approval of the Incorporation-type Company
Split Plan by the Annual Meeting of Shareholders of Matsumotokiyoshi Holdings to be held on June 29, 2021.
The implementation of the Incorporation-type Company Split is subject to the Share Exchange coming into
effect.
(4) Details of allotment pertaining to the Incorporation-type Company Split
Common shares of 500 shares will be issued upon the incorporation of MKG, and all of such shares will beallotted and delivered to Matsumotokiyoshi Holdings as the consideration of the Incorporation-type Company
Split.
(5) Treatment of share options and bonds with share options in association with Incorporation-type Company Split
There will be no change in the share options issued by Matsumotokiyoshi Holdings as a result of theIncorporation-type Company Split. For reference information, Matsumotokiyoshi Holdings does not issue
bonds with share options.
(6) Increase or decrease in stated capital by Incorporation-type Company Split
There will not be any increase or decrease in the amount of stated capital of Matsumotokiyoshi Holdings upon
the Incorporation-type Company Split.
(7) Rights and obligations succeeded by incorporated company
Of the rights and obligations pertaining to the holding of shares and management and operations of subsidiaries
or the like of Matsumotokiyoshi Holdings, MKG will succeed to the rights and obligations set forth in the
Incorporation-type Company Split Plan.
(8) Prospects for performance of obligations
It is found that there are prospects for the obligations of MKG to be performed after the Incorporation-type
Company Split.
5. Absorption-type Company Split (Matsumotokiyoshi Holdings)(1) Purpose of the Absorption-type Company Split (Matsumotokiyoshi Holdings)
Please refer to "(1) Background and purpose of the Management Integration" of "1. Background and Purposeof the Management Integration" above.
(2) Schedule of the Absorption-type Company Split (Matsumotokiyoshi Holdings)
Please refer to "(3) Schedule of the Management Integration" of "2. Outline of the Management Integration"
above.
(3) Method of the Absorption-type Company Split (Matsumotokiyoshi Holdings)
19

It is an absorption-type company split wherein Matsumotokiyoshi Holdings will be the splitting company andthe Synergy Generator will be the succeeding company. The Absorption-type Company Split(Matsumotokiyoshi Holdings) is scheduled to be implemented with effect on October 1, 2021 after obtaining
the approval of the Absorption-type Company Split Agreement (Matsumotokiyoshi Holdings) by the Annual
Meeting of Shareholders of Matsumotokiyoshi Holdings to be held on June 29, 2021. The implementation of
the Absorption-type Company Split (Matsumotokiyoshi Holdings) is subject to the Share Exchange coming
into effect.
(4) Details of allotment pertaining to the Absorption-type Company Split (Matsumotokiyoshi Holdings)
Since the Absorption-type Company Split (Matsumotokiyoshi Holdings) will be implemented between thewholly-owning parent company and wholly-owned subsidiary, the Synergy Generator will not allot shares orother monies in connection with the Absorption-type Company Split (Matsumotokiyoshi Holdings).
(5) Treatment of share options and bonds with share options in association with Absorption-type Company Split(Matsumotokiyoshi Holdings)
There will be no change in the share options issued by Matsumotokiyoshi Holdings as a result of theAbsorption-type Company Split (Matsumotokiyoshi Holdings). For reference information, Matsumotokiyoshi
Holdings does not issue bonds with share options.
(6) Increase or decrease in stated capital by Absorption-type Company Split (Matsumotokiyoshi Holdings)
There will not be any increase or decrease in the amount of stated capital of Matsumotokiyoshi Holdings upon
the Absorption-type Company Split (Matsumotokiyoshi Holdings).
(7) Rights and obligations succeeded by company succeeding
Of the rights and obligations pertaining to the sales planning, operational support and other functions of
Matsumotokiyoshi Holdings, the Synergy Generator will succeed to the rights and obligations set forth in theAbsorption-type Company Split Agreement (Matsumotokiyoshi Holdings).
(8) Prospects for performance of obligations
It is found that there are prospects for the obligations of the Synergy Generator to be performed before andafter the Absorption-type Company Split (Matsumotokiyoshi Holdings).
6. Absorption-type Company Split (cocokara fine – Matsumotokiyoshi Holdings)(1) Purpose of the Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings)
Please refer to "(1) Background and purpose of the Management Integration" of "1. Background and Purposeof the Management Integration" above.
(2) Schedule of the Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings)
Please refer to "(3) Schedule of the Management Integration" of "2. Outline of the Management Integration"
above.
(3) Method of the Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings)
It is an absorption-type company split wherein cocokara fine will be the splitting company andMatsumotokiyoshi Holdings will be the succeeding company. The implementation of the Absorption-type20

Company Split (cocokara fine - Matsumotokiyoshi Holdings) is subject to the Share Exchange coming into
effect.
(4) Details of allotment pertaining to the Absorption-type Company Split (cocokara fine - Matsumotokiyoshi
Holdings)
Since the Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings) will be implemented
between companies that will become wholly-owning parent company and wholly-owned subsidiary,Matsumotokiyoshi Holdings will not allot shares or other monies in connection with the Absorption-type
Company Split (cocokara fine - Matsumotokiyoshi Holdings).
(5) Treatment of share options and bonds with share options in association with Absorption-type Company Split(cocokara fine - Matsumotokiyoshi Holdings)
Not applicable.
(6) Increase or decrease in stated capital by Absorption-type Company Split (cocokara fine - Matsumotokiyoshi
Holdings)
There will not be any increase or decrease in the amount of stated capital of Matsumotokiyoshi Holdings andcocokara fine upon the Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings).
(7) Rights and obligations succeeded by company succeeding
Of the rights and obligations pertaining to the headquarters functions of cocokara fine, Matsumotokiyoshi
Holdings will succeed to the rights and obligations set forth in the Absorption-type Company Split Agreement(cocokara fine - Matsumotokiyoshi Holdings).
(8) Prospects for performance of obligations
It is found that there are prospects for the obligations of Matsumotokiyoshi Holdings to be performed before
and after the Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings).
7. Absorption-type Company Split (cocokara fine – Synergy Generator)(1) Purpose of the Absorption-type Company Split (cocokara fine - Synergy Generator)
Please refer to "(1) Background and purpose of the Management Integration" of "1. Background and Purposeof the Management Integration" above.
(2) Schedule of the Absorption-type Company Split (cocokara fine - Synergy Generator)
Please refer to "(3) Schedule of the Management Integration" of "2. Outline of the Management Integration"
above.
(3) Method of the Absorption-type Company Split (cocokara fine - Synergy Generator)
It is an absorption-type company split wherein cocokara fine will be the splitting company and the Synergy
Generator will be the succeeding company. The implementation of the Absorption-type Company Split(cocokara fine - Synergy Generator) is subject to the Share Exchange coming into effect.
(4) Details of allotment pertaining to the Absorption-type Company Split (cocokara fine - Synergy Generator)
Since the Absorption-type Company Split (cocokara fine - Synergy Generator) will be implemented between
21

companies that will become wholly-owned subsidiaries of the Integrated Company, the Synergy Generator
will not allot shares or other monies in connection with the Absorption-type Company Split (cocokara fine Synergy Generator).
(5) Treatment of share options and bonds with share options in association with Absorption-type Company Split(cocokara fine - Synergy Generator)
Not applicable.
(6) Increase or decrease in stated capital by Absorption-type Company Split (cocokara fine - Synergy Generator)
There will not be any increase or decrease in the amount of stated capital of cocokara fine upon the Absorptiontype Company Split (cocokara fine - Synergy Generator).
(7) Rights and obligations succeeded by company succeeding
Of the rights and obligations pertaining to the sales planning, operational support and other functions ofcocokara fine, the Synergy Generator will succeed to the rights and obligations set forth in the Absorptiontype Company Split Agreement (cocokara fine - Synergy Generator).
(8) Prospects for performance of obligations
It is found that there are prospects for the obligations of the Synergy Generator to be performed before andafter the Absorption-type Company Split (cocokara fine – Synergy Generator).
8. Absorption-type Company Split (cocokarafine Healthcare – Matsumotokiyoshi Holdings)(1) Purpose of the Absorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings)
Please refer to "(1) Background and purpose of the Management Integration" of "1. Background and Purposeof the Management Integration" above.
(2) Schedule of the Absorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings)
Please refer to "(3) Schedule of the Management Integration" of "2. Outline of the Management Integration"
above.
(3) Method of the Absorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings)
It is an absorption-type company split wherein cocokarafine Healthcare will be the splitting company andMatsumotokiyoshi Holdings will be the succeeding company. The implementation of the Absorption-type
Company Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings) is subject to the Share Exchange
coming into effect.
(4) Details of allotment pertaining to the Absorption-type Company Split (cocokarafine Healthcare Matsumotokiyoshi Holdings)
Since the Absorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings) will be
implemented between companies that will become wholly-owning parent company and wholly-owned
subsidiary, Matsumotokiyoshi Holdings will not allot shares or other monies in connection with theAbsorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings).
(5) Treatment of share options and bonds with share options in association with Absorption-type Company Split
22

(cocokarafine Healthcare - Matsumotokiyoshi Holdings)
Not applicable.
(6) Increase or decrease in stated capital by Absorption-type Company Split (cocokarafine Healthcare Matsumotokiyoshi Holdings)
There will not be any increase or decrease in the amounts of stated capital of cocokarafine Healthcare andMatsumotokiyoshi Holdings upon the Absorption-type Company Split (cocokarafine Healthcare Matsumotokiyoshi Holdings).
(7) Rights and obligations succeeded by company succeeding
Of the rights and obligations pertaining to the headquarters functions of cocokarafine Healthcare,
Matsumotokiyoshi Holdings will succeed to the rights and obligations set forth in the Absorption-type
Company Split Agreement (cocokarafine Healthcare - Matsumotokiyoshi Holdings).
(8) Prospects for performance of obligations
It is found that there are prospects for the obligations of Matsumotokiyoshi Holdings to be performed before
and after the Absorption-type Company Split (cocokarafine Healthcare – Matsumotokiyoshi Holdings).
9. Absorption-type Company Split (cocokarafine Healthcare – Synergy Generator)(1) Purpose of the Absorption-type Company Split (cocokarafine Healthcare - Synergy Generator)
Please refer to "(1) Background and purpose of the Management Integration" of "1. Background and Purposeof the Management Integration" above.
(2) Schedule of the Absorption-type Company Split (cocokarafine Healthcare - Synergy Generator)
Please refer to "(3) Schedule of the Management Integration" of "2. Outline of the Management Integration"
above.
(3) Method of the Absorption-type Company Split (cocokarafine Healthcare - Synergy Generator)
It is an absorption-type company split wherein cocokarafine Healthcare will be the splitting company and the
Synergy Generator will be the succeeding company. The implementation of the Absorption-type Company
Split (cocokarafine Healthcare - Synergy Generator) is subject to the Share Exchange coming into effect.
(4) Details of allotment pertaining to the Absorption-type Company Split (cocokarafine Healthcare - Synergy
Generator)
Since the Absorption-type Company Split (cocokarafine Healthcare - Synergy Generator) will be implemented
between companies that will become wholly-owned subsidiaries of the Integrated Company, the Synergy
Generator will not allot shares or other monies in connection with the Absorption-type Company Split(cocokarafine Healthcare - Synergy Generator).
(5) Treatment of share options and bonds with share options in association with Absorption-type Company Split(cocokarafine Healthcare - Synergy Generator)
Not applicable.
(6) Increase or decrease in stated capital by Absorption-type Company Split (cocokarafine Healthcare - Synergy
23Generator)
There will not be any increase or decrease in the amount of stated capital of cocokarafine Healthcare upon theAbsorption-type Company Split (cocokarafine Healthcare - Synergy Generator).
(7) Rights and obligations succeeded by company succeeding
Of the rights and obligations pertaining to the sales planning, operational support and other functions ofcocokarafine Healthcare, the Synergy Generator will succeed to the rights and obligations set forth in theAbsorption-type Company Split Agreement (cocokarafine Healthcare - Synergy Generator).
(8) Prospects for performance of obligations
It is found that there are prospects for the obligations of the Synergy Generator to be performed before andafter the Absorption-type Company Split (cocokarafine Healthcare – Synergy Generator).

10. Overview of the Companies(1) Management Integration Agreement(i)
Matsumotokiyoshi Holdings(1) Trade name

Matsumotokiyoshi Holdings Co., Ltd.

(2) Main business

Management and administration of its subsidiaries such as drugstores; purchaseactivities

and distribution of products(3) Date ofOctober 1, 2007

incorporation(4) Address

9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba, Japan(5) Representative

Kiyoo Matsumoto, President and Representative Director(6) Capital

JPY 22,051 million(7) Number of Issued

109,272,214 shares

Shares(8) Fiscal year-end

March 31

(9) Number of

498 (non-consolidated)

employees (as of

6,569 (consolidated)

March 31, 2020)(10) Major clients(11) Main bank fortransaction(12) Major
shareholders and theshareholding ratio (asof September 30,
2020)(13) Connections

General clients
The ChibaBank, Ltd.
MUFG Bank, Ltd.
Custody Bank of Japan, Ltd. (Trust account 1, Trust account2, Trust account 4, Trust account 5, Trust account 6, Trustaccount 7, Trust account 9)
Namio Matsumoto
The Master Trust Bank of Japan, Ltd. (Trust account)
The ChibaBank, Ltd.
JP MORGAN CHASE BANK 385632
Capital(10.43%)(7.04%)(6.51%)(4.98%)(3.83%)

Matsumotokiyoshi Holdings holds 6,006,908 shares24between

connections(20.02%) of the stock of cocokara fine. cocokara fine does
not hold shares of Matsumotokiyoshi Holdings.

Matsumotokiyoshi
Holdings and cocokara

Personal

fineconnections

Not applicable

Business

Matsumotokiyoshi Holdings and cocokara fine executed a

relationscapital alliance agreement on January 31, 2020 and havebeen in business partnership such as mutual supply ofprivate brand products to realize synergies between thetwo company groups.

Whether thecompany falls

cocokara fine is an investee company under the equity

under themethod of Matsumotokiyoshi Holdings and falls under the

category of thecategory of the related party.

related party(14) Most recent consolidated operating results and financial position
Fiscal period
Year ended March
Year ended March
2018
2019

Year ended March
2020

Net assets

JPY 204,871 million

JPY 209,269 million

JPY 229,304 million

Total assets

JPY 314,178 million

JPY 318,324 million

JPY 351,809 million

JPY 1,935.39

JPY 2,038.76

JPY 2,233.54

Sales

JPY 558,879 million

JPY 575,991 million

JPY 590,593 million

Operating profit

JPY 33,565 million

JPY 36,028 million

JPY 37,563 million

Ordinary profit

JPY 36,123 million

JPY 38,978 million

JPY 39,985 million

Net income
attributable toshareholders of
the parent
company

JPY 22,755 million

JPY 25,035 million

JPY 26,176 million

Net income per
share

JPY 215.03

JPY 239.42

JPY 255.04

Dividend per
share

JPY 80.0

JPY 65.0

JPY 70.0

Net assets per
share(15) Number of stores

1,755 stores (consolidated)among which 335 stores are dispensing pharmacies (consolidated)(As of December 31, 2020)(ii) cocokara fine
(1) Trade namecocokara fine Inc.

(2) Main business

Provision of health-related services centered on the drugstore business andactivities

dispensing pharmacies business, including nursing care, delivery of prescribed25

medicines and online store(3) Date ofApril 1, 2008

incorporation(4) Address

Innotech Bldg., 3-17-6 Shin-Yokohama, Kohoku-ku, Yokohama-shi, Kanagawa(5) Representative

Atsushi Tsukamoto, President and Representative Director(6) Capital

JPY 20,184 million(7) Number of Issued

31,412,085 shares

Shares(8) Fiscal year-end

March 31

(9) Number of257(non-consolidated)

employees

6,429 (consolidated)(10) Major clients

General clients(11) Main bank for

MUFG Bank, Ltd.

transaction

Sumitomo Mitsui Banking Corporation(12) Major
shareholders and theshareholding ratio (asof September 30,
2020)

Mizuho Bank, Ltd.
Matsumotokiyoshi Holdings Co., Ltd.
The Master Trust Bank of Japan, Ltd. (Management trust account)
The Master Trust Bank of Japan, Ltd. (Trust account)
Employee Stock Ownership Association of cocokara fine
Segami Fudosan K.K.

(19.99%)(5.60%)(4.38%)(2.95%)(2.78%)(13) Connections

Capitalcocokara fine does not hold shares of Matsumotokiyoshi

between cocokara fineconnections

Holdings. Matsumotokiyoshi Holdings holds 6,006,908 shares

and Matsumotokiyoshi
Holdings(20.02%) of the stock of cocokara fine.
Personal
connections

Not applicable

Business

Matsumotokiyoshi Holdings and cocokara fine executed a capital

relationsalliance agreement on January 31, 2020 and have been in business
partnership such as mutual supply of private brand products tocreate synergies between the two company groups.

Whether thecompany
falls under
the categoryof thecocokara fine is an investee company under the equity method of
Matsumotokiyoshi Holdings and falls under the category of therelated party.

related party(14) Most recent consolidated operating results and financial position
Fiscal period
Year ended March
Year ended March
2018
2019

Year ended March
2020

Net assets

JPY 87,810 million

JPY 95,081 million

JPY 139,653 million

Total assets

JPY 158,177 million

JPY 172,727 million

JPY 208,298 million

26

Net assets per
share

JPY 3,655.55

JPY 3,958.25

JPY 4,661.28

Sales

JPY 390,963 million

JPY 400,559 million

JPY 403,875 million

Operating profit

JPY 13,712 million

JPY 12,915 million

JPY 13,336 million

Ordinary profit

JPY 16,019 million

JPY 15,233 million

JPY 15,626 million

Net income
attributable toshareholders of
the parent
company

JPY 9,067 million

JPY 9,158 million

JPY 8,270 million

Net income per
share

JPY 376.41

JPY 381.27

JPY 344.06

Dividend per
share

JPY 73.0

JPY 76.0

JPY 92.0(15) Number of stores

1,444 stores (consolidated)among which 407 stores are dispensing pharmacies (consolidated)(As of December 31, 2020)(2) Share Exchange Agreement(i) Matsumotokiyoshi Holdings
Please refer to "(i) Matsumotokiyoshi Holdings" of "(1) Management Integration Agreement" above.
(ii) cocokara fine
Please refer to "(ii) cocokara fine" of "(1) Management Integration Agreement" above.
(3) Incorporation-type Company Split(i) Matsumotokiyoshi Holdings
Please refer to "(i) Matsumotokiyoshi Holdings" of "(1) Management Integration Agreement" above.
(ii) MKG(1) Trade name

Matsumotokiyoshi Group Co., Ltd.

(2) Main business activities

Management and supervision of group companies including theirdrugstores(3) Date of incorporation

October 1, 2021 (planned)(4) Address

9-1 Shinmatsudo-Higashi, Matsudo-shi, Chiba, Japan(5) Representative

Kiyoo Matsumoto, President and Representative Director(6) Capital

JPY 50 million(7) Number of Issued

500 shares

Shares(8) Fiscal year-end(9) Major shareholders andthe shareholding ratio

March 31
Matsumotokiyoshi Holdings(The trade name will be changed to MatsukiyoCocokara
27(100%)

& Co. as of October 1, 2021).
(Planned to be as of October 1, 2021)(4) Absorption-type Company Split (Matsumotokiyoshi Holdings)(i) Matsumotokiyoshi Holdings
Please refer to "(i) Matsumotokiyoshi Holdings" of "(1) Management Integration Agreement" above. With
respect to the relationship between Matsumotokiyoshi Holdings and the Synergy Generator, please refer to"(ii) Synergy Generator, (13) Connections between Matsumotokiyoshi Holdings and the Synergy
Generator" below.
(ii) Synergy Generator(1) Trade name

MKCF Succeeding Company(2) Main business

Management

activities

development, procurement and distribution of products of group companies

andadministration,

operational

support,planning

andincluding their drugstores(3) Date of

February 18, 2021

incorporation(4) Address

1-8-2 Yushima, Bunkyo-ku, Tokyo(5) Representative

Kiyoo Matsumoto, President and Representative Director(6) Capital

JPY 10 million(7) Number of Issued

100 shares

Shares(8) Fiscal year-end

March 31

(9) Number of0

employees(10) Major clients

Not applicable, as the company has been established on February 18, 2021.

(11) Main bank for

Not applicable, as the company has been established on February 18, 2021.

transaction(12) Major

Matsumotokiyoshi Holdings Co., Ltd.

(100%)

shareholders and theshareholding ratios(13) Connections

CapitalMatsumotokiyoshi Holdings holds 100 shares (100%) of the stock

betweenconnectionsof the Synergy Generator.

Matsumotokiyoshi

Personal

Three Directors of the Synergy Generator concurrently serve as

Holdings and theconnections

Directors of Matsumotokiyoshi Holdings (the Representative

Synergy Generator

Director of the Synergy Generator also serves as theRepresentative Director of Matsumotokiyoshi Holdings).
Business

Not applicable, as the company has been established on February

relations18, 2021.

Whether the

Matsumotokiyoshi Holdings will be the wholly-owning parent

company

company of the Synergy Generator.
28

falls under
the categoryof therelated party
Note: The Synergy Generator will change its trade name to MCC Management Co., Ltd. as of October 1, 2021.
(5) Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings)(i) Matsumotokiyoshi Holdings
Please refer to "(i) Matsumotokiyoshi Holdings" of "(1) Management Integration Agreement" above.
(ii) cocokara fine
Please refer to "(ii) cocokara fine" of "(1) Management Integration Agreement " above.
(6) Absorption-type Company Split (cocokara fine – Synergy Generator)(i) cocokara fine
Please refer to "(ii) cocokara fine " of "(1) Management Integration Agreement" above. With respect to theconnections between cocokara fine and the Synergy Generator, there are no applicable matters.
(ii) Synergy Generator
Please refer to "(ii) Synergy Generator" of "(4) Absorption-type Company Split (Matsumotokiyoshi
Holdings) " above.
(7) Absorption-type Company Split (cocokarafine Healthcare – Matsumotokiyoshi Holdings)(i) Matsumotokiyoshi Holdings
Please refer to "(i) Matsumotokiyoshi Holdings" of "(1) Management Integration Agreement" above.
Regarding the connections between Matsumotokiyoshi Holdings and cocokarafine Healthcare, please referto "(13) Connections between cocokarafine Healthcare and Matsumotokiyoshi Holdings" of "(ii)cocokarafine Healthcare" below.
(ii) cocokarafine Healthcare(1) Trade namecocokarafine Healthcare Inc.

(2) Main business

Provision of health-related services centered on the drugstore business andactivities

dispensing pharmacy business, including nursing care, delivery of prescribed
medicines and online store(3) Date ofMarch 4, 1954

incorporation(4) Address

Innotech Bldg., 3-17-6 Shin-Yokohama, Kohoku-ku, Yokohama-shi, Kanagawa(5) Representative

Atsushi Tsukamoto, President and Representative Director(6) Capital

JPY 50 million(7) Number of Issued

8,100,000 shares

Shares(8) Fiscal year-end

March 3129

(9) Number of

5,467 (non-consolidated)

employees(10) Major clients

General clients(11) Main bank for

MUFG Bank, Ltd.

transaction

Sumitomo Mitsui Banking Corporation(12) Major

Mizuho Bank, Ltd.
cocokara fine

(100%)

shareholders and theshareholding ratio(13) Connections

CapitalWhile there is no direct capital connections between the two

between cocokarafine

connections

companies, cocokarafine Healthcare is a wholly-owned subsidiary

Healthcare andof cocokara fine, and Matsumotokiyoshi Holdings holds 20.02%

Matsumotokiyoshi

of the stock of cocokara fine.

Holdings

Personal
connections

Not applicable

Business

Matsumotokiyoshi Holdings and cocokara fine executed a capital

relationsalliance agreement on January 31, 2020 and have been in business
partnership, such as mutual supply of private brand products, torealize synergies between the two company groups.

Whether thecompany
falls under
the categoryof theSince cocokarafine Healthcare is a wholly-owned subsidiary of
cocokara fine, cocokarafine Healthcare falls under the category of
the related party.

related party(14) Most recent operating results and financial position
Fiscal period
Year ended March
Year ended March
2018
2019

Year ended March
2020

Net assets

JPY 84,474 million

JPY 34,807 million

JPY 38,604 million

Total assets

JPY 150,527 million

JPY 139,456 million

JPY 140,537 million

JPY 10,428.98

JPY 3,480,791.31

JPY 3,860,416.76

Sales

JPY 369,967 million

JPY 380,071 million

JPY 382,377 million

Operating profit

JPY 13,314 million

JPY 12,428 million

JPY 12,816 million

Ordinary profit

JPY 15,519 million

JPY 14,629 million

JPY 14,925 million

Net income
attributable toshareholders of
the parent
company

JPY 8,819 million

JPY 8,889 million

JPY 8,356 million

Net income per

JPY 1,088.85

JPY 1,199.13

JPY 835,645.48

Net assets per
share

30

shareDividend per
share

JPY 544.42

JPY 444,452

JPY 417,822(8) Absorption-type Company Split (cocokarafine Healthcare – Synergy Generator)(i) cocokarafine Healthcare
Please refer to "(ii) cocokara fine Healthcare" of "(7) Absorption-type Company Split (cocokarafine
Healthcare – Matsumotokiyoshi Holdings)" above. Regarding the connections between cocokarafine
Healthcare and the Synergy Generator, there are no applicable matters.
(ii) Synergy Generator
Please refer to "(ii) Synergy Generator" of "(4) Absorption-type Company Split (Matsumotokiyoshi
Holdings" above.
11. Integrated Company(1) Trade Name

MatsukiyoCocokara & Co.

(2) Address

1-8-2 Yushima, Bunkyo-ku, Tokyo(3) Names and positions ofRepresentatives

Namio Matsumoto, Chairman and Representative Director
Kiyoo Matsumoto, President and Representative Director
Atsushi Tsukamoto, Vice President and Representative Director(4) Main business activities

Group-wide strategy formulation, strategy implementation support andmanagement and administration(5) CapitalNot determined yet.

(6) Fiscal year-end

March 31

(7) Net assets

Not determined yet.

(8) Total assets

Not determined yet.

12. Summary of business to be split(1) Incorporation-type Company Split
The split is planned to apply to the services of Matsumotokiyoshi Holdings for the principal purposes of holding
shares in, and managing the operations of, Matsumotokiyoshi Co., Ltd. and other subsidiaries or the like, but it has
not been determined yet. Regarding the content of the business of the divisions to be split, their operating results,
and assets, liabilities and book values to be split or succeeded, we will make an announcement as soon as suchdetails are determined.
(2) Absorption-type Company Split (Matsumotokiyoshi Holdings)
The split is planned to apply to the sales planning, operational support and other functions of Matsumotokiyoshi
Holdings, but it has not been determined yet. Regarding the content of the business of the divisions to be split,
their operating results, and assets, liabilities and book values to be split or succeeded, we will make anannouncement as soon as such details are determined.
(3) Absorption-type Company Split (cocokara fine - Matsumotokiyoshi Holdings)
The split is planned to apply to the headquarters functions of cocokara fine, but it has not been determined yet.
Regarding the content of the business of the divisions to be split, their operating results, and assets, liabilities and31

book values to be split or succeeded, we will make an announcement as soon as such details are determined.
(4) Absorption-type Company Split (cocokara fine – Synergy Generator)
The split is planned to apply to the sales planning, operational support and other functions of cocokara fine, but
it has not been determined yet. Regarding the content of the business of the divisions to be split, their operating
results, and assets, liabilities and book values to be split or succeeded, we will make an announcement as soon as
such details are determined.
(5) Absorption-type Company Split (cocokarafine Healthcare - Matsumotokiyoshi Holdings)
The split is planned to apply to headquarters functions cocokarafine Healthcare, but it has not been determinedyet. Regarding the content of the business of the divisions to be split, their operating results, and assets, liabilities
and book values to be split or succeeded, we will make an announcement as soon as such details are determined.
(6) Absorption-type Company Split (cocokarafine Healthcare – Synergy Generator)
The split is planned to apply to the sales planning, operational support and other functions of cocokarafine
Healthcare, but it has not been determined yet. Regarding the content of the business of the divisions to be split,
their operating results, and assets, liabilities and book values to be split or succeeded, we will make anannouncement as soon as such details are determined.
13. Summary of Accounting Process
With regard to the accounting process for the Share Exchange, it is planned that it applies the "AccountingStandard for Business Combinations" (ASBJ Statement No. 21) and "Accounting Standards for Business
Combinations Application Guidelines for Accounting Standards for Business Divestitures" (ASBJ Guidance No.
10) and uses the purchase method to account for the Share Exchange with Matsumotokiyoshi Holdings as theacquiring company.
The amount of goodwill (or negative goodwill) associated with the Share Exchange has not been determined yet
and will be announced as soon as such figures are obtained.
14. Future Forecast
The forecast of business results, etc. after the Management Integration will be announced as soon as such figures
are obtained.

32

Exhibit

Assumptions and Disclaimers Regarding Daiwa Securities' Fairness Opinion
In preparing its opinion that the Share Exchange Ratio agreed by Matsumotokiyoshi Holdings and cocokara fine isfair from a financial point of view to the holders of the common stock of Matsumotokiyoshi Holdings (the "Daiwa
Fairness Opinion"), Daiwa Securities has analyzed and reviewed the Share Exchange Ratio. For such analysis andreview, Daiwa Securities has used the material and information provided by Matsumotokiyoshi Holdings andcocokara fine, cocokara fine’s business plan (the use of which for the analysis and review has been agreed to by
Matsumotokiyoshi Holdings, and the assumptions and disclaimers regarding such business plan have been changed
to those contemplated by Matsumotokiyoshi Holdings) as well as publicly available information. Daiwa Securities
has assumed and relied on the accuracy and completeness of all information that Daiwa Securities has analyzed orreviewed, and has not independently verified, or assumed any obligation to independently verify, the accuracy orcompleteness of such information. In stating its opinion contained in the Daiwa Fairness Opinion, Daiwa Securities
has assumed that as of the date on which the opinion contained in the Daiwa Fairness Opinion is stated, there has
occurred no event relating to Matsumotokiyoshi Holdings or cocokara fine that is undisclosed to Daiwa Securities
that would affect the corporate value of Matsumotokiyoshi Holdings or cocokara fine. Daiwa Securities has notundertaken an independent evaluation, appraisal or assessment of any of the assets or liabilities (including, but notlimited to, financial derivative products, off-balance-sheet assets and liabilities and other contingent liabilities), on
an aggregate or individual basis, of Matsumotokiyoshi Holdings, cocokara fine or any of their respective affiliates(where "affiliates" here and hereafter refers to "affiliates" as defined in Article 8(8) of the Ordinance on Terminology,
Forms, and Preparation Methods of Financial Statements), nor has Daiwa Securities made any request to a third party
for any such valuation, appraisal or assessment. Moreover, in preparing the Daiwa Fairness Opinion, Daiwa Securities
has assumed that there are no undisclosed facts (including contingent liabilities and litigation) in the present or future
relating to Matsumotokiyoshi Holdings, cocokara fine or any of their respective affiliates that may affect the Daiwa
Fairness Opinion. Daiwa Securities has not evaluated the solvency or creditworthiness of Matsumotokiyoshi
Holdings, cocokara fine or any of their respective affiliates under any applicable laws relating to bankruptcy,
insolvency or similar matters. Daiwa Securities has not conducted any physical inspection of the properties or
facilities of Matsumotokiyoshi Holdings, cocokara fine or any of their respective affiliates, nor has Daiwa Securities
assumed any obligation to do so. Daiwa Securities understands that Matsumotokiyoshi Holdings' legal advisors andaccounting and tax advisors performed legal due diligence and accounting and tax due diligence, respectively, on
cocokara fine based on the scope of due diligence agreed upon between the respective advisors andMatsumotokiyoshi Holdings. Daiwa Securities has not independently verified such scope or assumed any obligation
with respect to such due diligence.
In preparing the Daiwa Fairness Opinion, Daiwa Securities has assumed that the business plans, financial forecasts
and other information regarding the future furnished to Daiwa Securities have been prepared according to reasonable
and appropriate procedures, and reflect the best currently available estimates and judgment of the management of
Matsumotokiyoshi Holdings and cocokara fine, and with the consent of Matsumotokiyoshi Holdings, Daiwa
Securities has relied on such information without conducting any independent verifications of the accuracy, validity
or feasibility of the business plans of both companies. Daiwa Securities has assumed that all assumptions for the
preparation of the business plans and financial forecasts are accurate and feasible. Daiwa Securities has conducted
no independent verifications of the accuracy or feasibility thereof, nor has Daiwa Securities assumed any obligation
to do so. In stating its opinion contained in the Daiwa Fairness Opinion and making analyses as the basis of such33

opinion, Daiwa Securities set a number of assumptions regarding the industry situations, the state of general businessand economy and other matters, many of which are not within the control of Matsumotokiyoshi Holdings andcocokara fine. The estimates contained in such analyses of Daiwa Securities are not necessarily indicative of future
results or actual values, which may be significantly more or less favorable than those suggested by such estimates.
Daiwa Securities has assumed that the Share Exchange Agreement will be legally and validly executed and approvedat the general meeting of shareholders of Matsumotokiyoshi Holdings and at the general meeting of shareholders of
cocokara fine with terms and conditions substantially the same as those set forth in the draft Share Exchange
Agreement that Daiwa Securities has reviewed, that the Management Integration Agreement will be properly andvalidly executed by Matsumotokiyoshi Holdings and cocokara fine with terms and conditions substantially the sameas those set forth in the draft Management Integration Agreement that Daiwa Securities has reviewed, and that the
Share Exchange will be legally and validly performed and completed pursuant to the terms and conditions of the
Share Exchange Agreement and the Management Integration Agreement, without any waiver, revision or amendmentof any material terms or conditions thereof. Further, Daiwa Securities has assumed that the Share Exchange will be
legally and validly performed, that the tax effect arising from the Share Exchange will not be different from theanticipated tax effect provided by Matsumotokiyoshi Holdings and cocokara fine, and that the governmental,
regulatory or other consents or approvals necessary for the execution of the Share Exchange will be obtained without
any prejudice to the benefits expected to be brought by the Share Exchange. Therefore, Daiwa Securities has no
obligation to conduct the independent verifications thereof. Daiwa Securities has not evaluated the decision of
Matsumotokiyoshi Holdings with respect to its execution of the Share Exchange or the relative merits of the Share
Exchange as compared to any strategic alternatives that may be available to Matsumotokiyoshi Holdings, nor has
Daiwa Securities been requested by Matsumotokiyoshi Holdings to do so. Daiwa Securities is not a legal, accounting
or tax expert and has neither independently analyzed or reviewed nor assumed any obligation to independently
analyze or review the legality or validity of any matter regarding the Share Exchange or the appropriateness of theaccounting and tax treatment of any matter regarding the Share Exchange. Daiwa Securities has also assumed thatthe anticipated tax effects of the Share Exchange communicated to Daiwa Securities by Matsumotokiyoshi Holdings
will be realized.
Daiwa Securities is to receive a fee as consideration for advisory services regarding this matter subject to submissionof the Daiwa Fairness Opinion to Matsumotokiyoshi Holdings and is to receive from Matsumotokiyoshi Holdings
certain other fees, including those subject to the completion of the Transaction. Matsumotokiyoshi Holdings has
agreed to indemnify Daiwa Securities for certain liability that may arise in connection with the advisory services
provided by Daiwa Securities in relation to this matter. Daiwa Securities has not been involved in any decisionmaking processes regarding the draft Share Exchange Agreement and the draft Management Integration Agreement.
The Daiwa Securities Group, mainly consisting of Daiwa Securities Group Inc., Daiwa Securities' parent company,
has conducted investment and financing service business concentrating on securities-related business as the principal
business, and has provided its services to Matsumotokiyoshi Holdings, cocokara fine and their respective affiliates,
for which the Daiwa Securities Group has received compensation in the past and at the present, and may do so in the
future. Matsumotokiyoshi Holdings understands that Daiwa Securities and its affiliates have provided, or may
provide in the future, services for transactions other than the Share Exchange to cocokara fine and its affiliates, forwhich Daiwa Securities and its affiliates have received, or may receive, compensation, and has given prior consent
to the provision of such services without any objection. In addition, Daiwa Securities and its affiliates may actively
trade or hold financial products, including securities and derivatives products, of Matsumotokiyoshi Holdings,
cocokara fine or any of their respective affiliates, for the accounts of Daiwa Securities or its affiliates or for the34

accounts of customers.
The Daiwa Fairness Opinion was prepared solely in order that Daiwa Securities may provide the board of directorsof Matsumotokiyoshi Holdings with reference information to review the Share Exchange Ratio at the request of
Matsumotokiyoshi Holdings (the "Daiwa Opinion Purpose"). Daiwa Securities, therefore, does not assume any
responsibility arising out of, or in connection with, the use of the Daiwa Fairness Opinion other than for the Daiwa
Opinion Purpose. Matsumotokiyoshi Holdings may not cause the Daiwa Fairness Opinion to be disclosed,
communicated or referred to any third party, nor to be used for any third party (collectively, "Disclosure") without
Daiwa Securities' prior written consent. Matsumotokiyoshi Holdings will be also solely responsible for Disclosure
with Daiwa Securities' prior consent, and Daiwa Securities will not be responsible for such Disclosure. Daiwa
Securities assumes no liability to any third party other than Matsumotokiyoshi Holdings in connection with the Daiwa
Fairness Opinion or the Share Exchange, as well as arising out of, or in connection with, the use of the Daiwa Fairness
Opinion other than for the Daiwa Opinion Purpose. Moreover, the Daiwa Fairness Opinion does not constitute a
recommendation or solicitation to any holders of shares of common stock of Matsumotokiyoshi Holdings as to how
such holder of shares should vote on the Share Exchange (including exercise of the appraisal right of opposing holdersof shares), the transfer or receipt of shares of Matsumotokiyoshi Holdings or any other related matters.
The Daiwa Fairness Opinion addresses only the fairness of the Share Exchange Ratio from a financial point of viewto the holders of the shares of the common stock of Matsumotokiyoshi Holdings, and Matsumotokiyoshi Holdings
has not asked Daiwa Securities to address, and the Daiwa Fairness Opinion does not address, the fairness to, or any
other consideration of, any third party other than the holders of shares of common stock of Matsumotokiyoshi
Holdings. Daiwa Securities does not provide any opinion on any premise or assumption upon which the determinationof the Share Exchange Ratio was based or the underlying business decision of Matsumotokiyoshi Holdings to proceedwith the Share Exchange. Daiwa Securities is also not expressing any opinion as to the prices at which the shares ofcommon stock of Matsumotokiyoshi Holdings or cocokara fine will be traded at any time after the date of this opinion.
In addition, Daiwa Securities expresses no opinion with respect to the fairness of the amount or nature of any
compensation to be received in relation to the Share Exchange Ratio by any officer, director, employee or any similarsuch person involved in the Share Exchange.
The Daiwa Fairness Opinion is based on financial information in part prepared in accordance with accounting
principles generally accepted in Japan, and did not take into consideration any possible difference in such financial
information if prepared under international financial reporting standards. The Daiwa Fairness Opinion is also based
upon financial, economic, market and other conditions as they exist as of the date of the Daiwa Fairness Opinion,
and relies on information made available to Daiwa Securities by the date of the Daiwa Fairness Opinion. However,some materials and information used for the review of the Share Exchange Ratio in the Share Exchange were madeat a different point in time because of certain restrictions on available materials and information. Additionally,
although the Daiwa Fairness Opinion may be affected by future changes in conditions, Daiwa Securities does notassume any obligation to revise, change, renew, supplement or reaffirm the Daiwa Fairness Opinion.

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