[Translation]
July 6, 2022
For immediate release
Name of company:

Kintetsu World Express, Inc.

Representative:

Nobutoshi Torii
President and Chief Executive Officer(Code No.: 9375, Prime Market of
TSE)

Contact:

Katsufumi Takahashi
Director and Managing Executive
Officer(Tel: 03-6863-6440)

Announcement Regarding the Result of the Tender Offer for the Company Shares byKintetsu Group Holdings Co.,Ltd. and Change in the Parent Company
Kintetsu World Express, Inc. (the “Company”) hereby announces that the tender offer (the“Tender Offer”) for its common shares (the “Company Shares”) that has been conductedsince May 16, 2022 by Kintetsu Group Holdings Co.,Ltd. (the “Tender Offeror”) wascompleted on July 5, 2022.
The Company also announces that on July 12, 2022 (the commencement date of settlement of
the Tender Offer), its parent company is expected to change as a result of the Tender Offer as
set out below.
1.

Result of the Tender Offer
The Company received a report from the Tender Offeror today on the result of the Tender
Offer as set out in the attached “Announcement Regarding the Result of the Tender Offer
for Shares of Kintetsu World Express, Inc. (Securities Code No. 9375) and Change in
Subsidiary (Change in Specified Subsidiary).”
Since the total number of Share Certificates, Etc. tendered in the Tender Offer exceeded
the minimum number of Share Certificates, Etc. to be purchased, the Tender Offer has
been successfully completed.

2.

Change in the Parent Company(1)

Scheduled date of change
July 12, 2022 (the commencement date of settlement for the Tender Offer)1

(2)Background to the change
The Tender Offeror announced that it would conduct the Tender Offer on May 13, 2022,
and the Company resolved at its board of directors meeting held on the same day toexpress its opinion in favor of the Tender Offer and to recommend its shareholders
tender their shares in the Tender Offer. The Tender Offer was conducted from May 16,
2022 to July 5, 2022 and the Company received a report from the Tender Offeror today
to the effect that 34,565,388 shares of the Company Shares were tendered in the Tender
Offer and that the Tender Offeror will acquire all of the tendered shares.
As a result, because the percentage of the number of voting rights held by the Tender
Offeror to the number of voting rights of all shareholders of the Company will exceed
50% on July 12, 2022 (the commencement date of settlement of the Tender Offer) upon
the settlement of the Tender Offer on the same date, the Tender Offeror will newly
become a parent company of the Company.

(3)

Overview of the Shareholder Who will Become the Parent Company

(1)

Name

Kintetsu Group Holdings Co.,Ltd.

(2)

Location

6-1-55 Uehommachi, Tennoji-ku, Osaka(3)

Name and Title ofRepresentative

Toshihide Ogura, Representative Director andPresident(4)

Description of BusinessControl and management of business activities byowning shares or interests of companies engaged insuch business as a holding company(5)

Capital126,476 million yen (as of March 31, 2022)(6)

Date of Incorporation

June 1, 1944

(7)

Consolidated Net Assets

421,760 million yen (as of March 31, 2022)(8)

Consolidated Total Assets

1,895,770 million yen (as of March 31, 2022)(9)

Major Shareholders andShareholding Ratios (as ofMarch 31, 2022)

The Master Trust Bank of Japan, Ltd. (Trust Account)
14.7%
Custody Bank of Japan, Ltd. (Trust Account)

4.2%

Nippon Life Insurance Company

2.2%

STATE STREET BANK WEST CLIENT - TREATY
505234
1.9%
MUFG Bank, Ltd.

1.6%

JP MORGAN CHASE BANK 385781

1.2%

Mitsubishi UFJ Trust and Banking Corporation 1.0%
2

Meiji Yasuda Life Insurance Company

0.9%

STATE STREET BANK AND TRUST COMPANY
5051030.8%
SSBTC CLIENT OMNIUS ACCOUNT
(10)

0.8%

Relationship between the Company and the Tender Offeror
Capital Relationship

The Tender Offeror holds 31,755,800 Company Shares(ownership ratio (Note 1): 44.11%) and indirectly
holds 2,145,000 Company Shares (ownership ratio:
2.98%) through consolidated subsidiaries of theTender Offeror, thereby holding 33,900,800 Company
Shares (ownership ratio: 47.09%) in total, and theCompany is an equity-method affiliate of the Tender
Offeror.

Personnel Relationship

As of March 31, 2022, as following.
One of the directors of the Company serves as adirector of the Tender Offeror and one director waspreviously employed at the Tender Offeror. Also,
one of the audit and supervisory board members of theCompany serves as an audit and supervisory board
member of the subsidiary of the Tender Offeror andone of the managing officers of the Company serves as
an employee of the Tender Offeror.
Other than the above, four employees of the Tender
Offeror Group (meaning the Tender Offeror and its
consolidated subsidiaries and equity-method affiliates)
excluding the Company Group (meaning the Company
and its consolidated subsidiaries and equity-method
affiliates; the same applies hereinafter) are seconded to
the Company Group.

(Note 1)Business Relationship

The Company belongs to the cash management system
operated by the Tender Offeror, in which the Company
conducts transactions such as deposits of funds, etc.

Status as Related Party

The Company is an equity-method affiliate of theTender Offeror. Therefore, the Tender Offeror
constitutes a related party of the Company.

“Ownership ratio” means the percentage (rounded to the nearest two decimal
places) in the product (71,997,556 shares) of (i) the total number of issued sharesof the Company as of March 31, 2022 (72,000,000 shares) stated in the Securities
Report for the 53rd fiscal year released by the Company on June 16, 2022 (the“Company’s Annual Securities Report”) less (ii) the number of treasury shares
held by the Company as of the same date (2,444 shares) (excluding 101,012
3

Company Shares held by the BIP (Board Incentive Plan) Trust (the “BIP Trust”)
as of the same date) stated in the Company’s Annual Securities Report.
(4)

Number of Voting Rights Held by the Shareholder of the Company and Voting Rights
Ownership Ratio before and after the Change(A) Kintetsu Group Holdings Co.,Ltd. (Tender Offeror)

Number of voting rights (voting rights ownership ratio (Note2))
StatusVoting rights
directly held

Largestshareholder asother relatedcompany andmajor

BeforechangeVoting rights
subject to

Total

aggregation

317,558

21,450339,008(44.11%)(2.98%)(47.09%)shareholder

After change(Note 2)(5)Largestshareholder as
parentcompany andmajor
shareholder

663,211(92.12%)-

663,211(92.12%)“Voting rights ownership ratio” means the percentage (rounded to the nearest two
decimal places) of the voting rights (719,975) represented by 71,997,556 shares,
which is the total number of issued shares as of March 31, 2022 (72,000,000 shares)
stated in the Company’s Annual Securities Report less the number of treasury
shares held by the Company as of the same date (2,444 shares) (excluding 101,012
Company Shares held by the BIP Trust as of the same date) stated in the Company’s
Annual Securities Report.

Future Prospects

As announced in the “Announcement of Opinion in Favor of the Tender Offer for the Company
Shares by Kintetsu Group Holdings Co.,Ltd., and Recommendation to Tender” released by theCompany on May 13, 2022 (the “Company’s Press Release”), because the Tender Offeror was
unable to acquire all of the Company Shares in the Tender Offer (excluding the Company
Shares held by the Tender Offeror and the treasury shares held by the Company), the Tender
Offeror intends to acquire all of the Company Shares (excluding the Company Shares held by
the Tender Offeror and the treasury shares held by the Company) through a series of procedures4

as stated in “(5) Policy for Organizational Restructuring, Etc. after the Tender Offer (Mattersrelating to the so-called “Two-Step Acquisition”)) under “3. Details of Opinion on the Tender
Offer and Grounds and Reasons Therefor” in the Company’s Press Release. When theprocedures are implemented, the Company Shares will be delisted through the prescribed
procedures in accordance with the delisting criteria of the Tokyo Stock Exchange, Inc. (the“TSE”). After the delisting, the Company Shares will no longer be traded on the TSE.
The future specific procedures and the schedule of implementation, etc., will be announced
promptly by the Company once it has decided them after consultation with the Tender Offeror.
End(References) The attached “Announcement Regarding the Result of the Tender Offer for Sharesof Kintetsu World Express, Inc. (Securities Code No. 9375) and Change in Subsidiary (Changein Specified Subsidiary)” released by the Tender Offeror today5[Translation]
July 6, 2022
Press Release
Name of company:

Kintetsu Group Holdings Co., Ltd.

Representative:

Toshihide Ogura
Representative Director and President

Code No.:

9041

Listing exchange:

TSE Prime Market

Contact:

Kenichi Eto
General Manager of Corporate Strategy
Division(Tel: 06-6775-3382)

Announcement Regarding the Result of the Tender Offer for Shares of Kintetsu World
Express, Inc. (Securities Code No. 9375) and Change in Subsidiary (Change in Specified
Subsidiary)
Kintetsu Group Holdings Co., Ltd. (the “Tender Offeror” or the “Company”) resolved at its
board of directors meeting held on May 13, 2022 to acquire the common shares (the “Target
Company Shares”) of Kintetsu World Express, Inc. (a company listed on the Prime Market of
the Tokyo Stock Exchange, Inc. (the “TSE”); Securities Code No. 9375) (the “Target
Company”) through a tender offer (the “Tender Offer”) under the Financial Instruments andExchange Act (Act No. 25 of 1948, as amended) (the “Act”) and commenced the Tender Offer
on May 16, 2022. Since the Tender Offer was completed on July 5, 2022, the Tender Offeror
hereby announces the results thereof, as described below. The Tender Offeror also announcesthat as a result of the Tender Offer, the Target Company will become a consolidated subsidiaryof the Company, and will also become a specified subsidiary of the Company, as of July 12,2022 (the commencement date of settlement of the Tender Offer).
I.

Result of the Tender Offer

1.

Outline of the Tender Offer, Etc.

(1)

Name and Address of the Tender Offeror
Kintetsu Group Holdings Co., Ltd.
6-1-55 Uehommachi, Tennoji-ku, Osaka

1

(2)

Name of the Target Company
Kintetsu World Express, Inc.

(3)

Class of Share Certificates, Etc. Subject to the Tender Offer
Common shares(4)

Number of Share Certificates, Etc. to be Purchased
Number of Share
Certificates, Etc. to bepurchased
40,241,756 shares

Minimum number of Share
Certificates, Etc. to bepurchased

Maximum number of
Share Certificates, Etc. tobe purchased

16,242,600 shares– shares

Note 1: If the total number of share certificates, etc. tendered in the Tender Offer (the“Tendered Share Certificates, Etc.”) is less than the minimum number of
the Share Certificates, Etc. to be purchased (16,242,600 shares), the Tender
Offeror will not purchase any of the Tendered Share Certificates, Etc. If thetotal number of Tendered Share Certificates, Etc. is equal to or more than theminimum number of the Share Certificates, Etc. to be purchased, the Tender
Offeror will purchase all of the Tendered Share Certificates, Etc.
Note 2: In the Tender Offer, the Tender Offeror has not set a maximum number of
Share Certificates, Etc. to be purchased, and thus the number of Share
Certificates, Etc. to be purchased is stated as the maximum number of Share
Certificates, Etc. of the Target Company to be acquired by the Tender Offeror
through the Tender Offer (40,241,756 shares). Such maximum number of
Share Certificates, Etc. to be acquired in the Tender Offer is the number ofshares (40,241,756 shares) representing (i) the total number of issued sharesof the Target Company (72,000,000 shares) as of March 31, 2022, as statedin the Financial Results for the Fiscal Year Ended March 31, 2022 [J-GAAP)](Consolidated) released by the Target Company on May 12, 2022 (the“Target Company’s Financial Results”), minus (ii) the treasury shares(2,444 shares) (excluding 101,012 Target Company Shares held by the BIP(Board Incentive Plan) Trust (the “BIP Trust”) as of the same date) held by
the Target Company as of the same date as stated in the Target Company’s
Financial Results and the number of Target Company Shares (31,755,800
shares) held by the Tender Offeror as of May 13, 2022.
Note 3: Shares less than one unit are also subject to the Tender Offer. If a right todemand purchase of shares less than one unit is exercised by a shareholder inaccordance with the Companies Act (Act No. 86 of 2005; as amended), theTarget Company may purchase its own shares during the purchase period for
the Tender Offer (the “Tender Offer Period”) in accordance with procedures
under laws and regulations.
Note 4: The Tender Offeror does not intend to acquire the treasury shares held by theTarget Company through the Tender Offer.
2(5)Period of the Tender Offer(i)

Period of the Tender Offer
From May 16, 2022 (Monday) through July 5, 2022 (Tuesday) (37 business days)(ii)

Possibility of Extension by Request of the Target Company
There are no applicable matters.

(6)

Price of the Tender Offer
4,175 yen per share of common shares

2.

Results of the Tender Offer(1)

Outcome of the Tender Offer
In the Tender Offer, the condition was that the Tender Offeror would not purchase anyof the Tendered Share Certificates, Etc. if the aggregate number of the Tendered Share
Certificates, Etc. was less than the minimum number of the Share Certificates, Etc. tobe purchased (i.e., 16,242,600 shares). Because the aggregate number of the Tendered
Share Certificates, Etc. (i.e., 34,565,388 shares) exceeded the minimum number of the
Share Certificates, Etc. to be purchased (i.e., 16,242,600 shares), all of the Tendered
Share Certificates, Etc. will be purchased as described in the public notice of thecommencement of the Tender Offer and the Tender Offer Registration Statement(including matters subsequently amended by the Amendment to the Tender Offer
Registration Statement).

(2)

Date of Public Notice of Results of the Tender Offer, and Name of Newspaper for Public
NoticePursuant to Article 27-13, Paragraph 1 of the Act, on July 6, 2022, at the TSE, the Tender
Offeror announced to the press the results of the Tender Offer, by the method prescribedin Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order(Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Ordinancewith respect to Disclosure of a Tender Offer for Share Certificates, Etc. by an Offerorother than the Issuing Company (Ministry of Finance Ordinance No. 38 of 1990, as
amended) (the “Cabinet Ordinance”).

(3)

Number of Share Certificates, Etc. Purchased
Class of Share
Certificates, Etc.
Share certificates(i) Number of Tendered
Shares After Conversion
34,565,388 shares3(ii) Number of Purchased
Shares After Conversion
34,565,388 shares

Certificates of stockacquisition rights――

Certificates of corporate
bonds with stockacquisition rights

―

―

―

―

―

―

Trust beneficiary
certificates for Share
Certificates, Etc.
()

Depositary receipts for
Share Certificates, Etc.
()

Total 34,565,388 shares(Total number ofpotential sharecertificates, etc.)(4)―34,565,388 shares―

Ownership Ratio of Share Certificates, Etc. after the Tender Offer
Number of voting rights
represented by the Share
Certificates, Etc. held by theTender Offeror before the Tender
Offer(Ownership ratio of Share
Certificates, Etc. before the Tender317,558 Offer: 44.11%)

Number of voting rights
represented by the Share
Certificates, Etc. held by special
related parties before the Tender
Offer(Ownership ratio of Share
Certificates, Etc. before the Tender
21,450 Offer: 2.98%)

Number of voting rights
represented by the Share
Certificates, Etc. held by theTender Offeror after the Tender
Offer(Ownership ratio of Share
Certificates, Etc. after the Tender663,211 Offer: 92.12%)

Number of voting rights
represented by the Share
Certificates, Etc. held by special
related parties after the Tender
Offer(Ownership ratio of Share
Certificates, Etc. after the Tender
0 Offer: 0.00%)

4

Total number of voting rights ofall shareholders, etc. of the Target
Company

719,779

Note 1: “Number of voting rights represented by the Share Certificates, Etc. held byspecial related parties before the Tender Offer” and “Number of voting rights
represented by the Share Certificates, Etc. held by special related parties after
the Tender Offer” state the total number of voting rights represented by Share
Certificates, Etc. held by each special related party (other than special relatedparties who are not considered special related parties pursuant to Article 3,
Paragraph 2, Item 1 of the Cabinet Ordinance for the purpose of calculationof ownership ratio of Share Certificates, Etc. under each Item of Article 27-2,
Paragraph 1 of the Act).
Note 2: “Total number of voting rights of all shareholders, etc. of the Target Company”
is the number of voting rights of all shareholders of the Target Company asof March 31, 2022 stated in the Annual Securities Report for the 53rd fiscal
year filed by the Target Company on June 16, 2022 (the “Target Company’s
Annual Securities Report”) (based on the number of shares per unit being 100
shares). However, since shares less than one unit were subject to the Tender
Offer, when calculating “Ownership ratio of Share Certificates, Etc. before
the Tender Offer” and “Ownership ratio of Share Certificates, Etc. after theTender Offer,” the number of voting rights (719,975) represented by
71,997,556 shares, which is the difference of the total number of issued shares(72,000,000 shares) of the Target Company as of March 31, 2022 stated in theTarget Company’s Financial Results less the number of treasury shares heldby the Target Company as of March 31, 2022 (2,444 shares) (excluding
101,012 Target Company Shares held by the BIP Trust as of the same date)stated in the Target Company’s Financial Results, is used as the denominator.
Note 3: “Ownership ratio of Share Certificates, Etc. before the Tender Offer” and“Ownership ratio of Share Certificates, Etc. after the Tender Offer” have beenrounded to the nearest two decimal places.
(5)

Calculation if the Tender Offer Is Conducted by Proportional Distribution
There are no applicable matters.

(6)

Method of Settlement(A)

Name and Address of Head Office of Financial Instruments Business Operator, Bank,
Etc. in Charge of Settlement of the Tender Offer
Nomura Securities, Co., Ltd.

(B)

13-1, Nihombashi 1-chome, Chuo-ku, Tokyo

Commencement Date of Settlement
July 12, 2022 (Tuesday)(C)

Method of Settlement
5

A notice regarding the purchase under the tender offer will be mailed to the address of
persons who accepted the offer for the purchase of Share Certificates, Etc. in the Tender
Offer or offered the sale of Share Certificates, Etc. in the Tender Offer (the “Tendering
Shareholders, Etc.”) (or the address of the standing proxy in the case of shareholders,etc. (including corporate shareholders, etc.) residing in foreign countries who do nothave accounts with the tender offer agent that are available for trading) without delay
after the expiration of the Tender Offer period.
The purchase will be settled in cash. The Tendering Shareholders, Etc. may receive
the sales proceeds from the tender offer in the manner they specify, including by way ofremittance, without delay after the commencement date of the settlement (a remittancefee may be charged).
3.

Policies after the Tender Offer and Future Prospects
With respect to the policies after the Tender Offer and future prospects, there is nochange from those described in the press release titled “Announcement Regarding
Commencement of the Tender Offer for Shares of Kintetsu World Express, Inc.
(Securities Code No.: 9375)” released by the Tender Offeror on May 13, 2022.
Based on the results of the Tender Offer, the Tender Offeror plans to implement
procedures for the purpose of acquiring all of the Target Company Shares (excluding
the Target Company Shares held by the Tender Offeror and treasury shares held by theTarget Company). Although the Target Company Shares are currently listed on thePrime Market of the TSE, if the Tender Offeror carries out such procedures, the Target
Company Shares will be delisted pursuant to the prescribed procedures in accordancewith the TSE’s criteria for delisting. After delisting, the Target Company Shares will
no longer be traded on the TSE. The procedures to be taken will be promptly
announced by the Target Company upon consultation between the Tender Offeror andthe Target Company as soon as they are determined.

4.

Location for Public Inspection of Tender Offer Report
Kintetsu Group Holdings Co., Ltd.
(6-1-55 Uehommachi, Tennoji-ku, Osaka)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

II.

Change in Subsidiary (Change in Specified Subsidiary)1.

Reasons for Change
As a result of the Tender Offer, the Target Company will become a consolidated
subsidiary of the Tender Offeror as of July 12, 2022 (the commencement date ofsettlement of the Tender Offer). In addition, since the net asset value of the Target
Company is equivalent to 30/100 or more of the Company's net asset value, the Target
Company will become a specified subsidiary of the Company.

2.

Overview of the Subsidiary Subject to Change (Target Company)
6

(1)

Name

Kintetsu World Express, Inc.

(2)

Address

2-15-1 Konan, Minato-ku Tokyo(3)

Name and Title ofRepresentative

Nobutoshi Torii, President and Chief Executive Officer(4)

Description ofBusiness

1. Freight forwarding business (air, sea, railway)
2. Automobile forwarding business
3. Air freight agency business
4. Customs business
5. Warehousing business (including logistics processing
and operation services)
6. Other related businesses(5)

Capital

7,216 million yen (as of March 31, 2022)(6)

Date of Incorporation

January 10, 1970

(7)

Major Shareholders
and Shareholding
Ratios (as of March
31, 2022) (Note 1)

Kintetsu Group Holdings Co., Ltd.

44.11%The Master Trust Bank of Japan, Ltd.
(Trust Account)

9.04%

Mitsui O.S.K. Lines, Ltd.

5.00%

Custody Bank of Japan, Ltd. (Trust
Account)

3.56%

Kintetsu Taxi Holdings Co., Ltd.

2.60%

National Mutual Insurance Federation ofAgricultural Cooperatives(Standing proxy: The Master Trust Bankof Japan, Ltd.)

1.65%

STATE STREET BANK AND TRUSTCOMPANY 505001(Standing proxy: Mizuho Bank, Ltd.,
Settlement & Clearing Services
Department)

STATE STREET LONDON CARE OF
STATE STREET BANK AND TRUST,BOSTON SSBTC A/C UK LONDON
7

1.42%

1.35%

BRANCH CLIENTS- UNITED
KINGDOM(Standing proxy: The Hongkong andShanghai Banking Corporation Limited,Tokyo Branch, Custody Department)
NORTHERN TRUST CO. (AVFC) RE
HSR00(Standing proxy: The Hongkong andShanghai Banking Corporation Limited,Tokyo Branch, Custody Department)

0.97%

THE BANK OF NEW YORK MELLON
140044(Standing proxy: Mizuho Bank, Ltd.,
Settlement & Clearing Services
Department)
(8)

0.90%

Relationship between the Tender Offeror and the Target Company
Capital Relationship

The Tender Offeror holds 31,755,800 Target Company
Shares (ownership ratio (Note 2): 44.11%) and indirectly
holds 2,145,000 Target Company Shares (ownership
ratio: 2.98%) through consolidated subsidiaries of theTender Offeror, thereby holding 33,900,800 Target
Company Shares (ownership ratio: 47.09%) in total, andthe Target Company is an equity-method affiliate of theTender Offeror.

Personnel Relationship

As of March 31, 2022, one of the directors of the Target
Company serves as a director of the Tender Offeror and
one director was previously employed at the Tender
Offeror. Also, one of the audit and supervisory board
members of the Target Company serves as an audit andsupervisory board member of the subsidiary of theTender Offeror and one of the managing officers of theTarget Company serves as an employee of the Tender
Offeror.
Other than the above, four employees of the Tender
Offeror Group (meaning the Tender Offeror and its
consolidated subsidiaries and equity-method affiliates)
excluding the Target Company Group (meaning theTarget Company and its consolidated subsidiaries andequity-method affiliates; the same applies hereinafter)
are seconded to the Target Company Group.

Business Relationship

The Target Company belongs to the cash management
system operated by the Tender Offeror, in which the8Target Company conducts transactions such as deposits
of funds.
Status as Related Party(9)

The Target Company is an equity-method affiliate of theTender Offeror. Therefore, the Target Company
constitutes a related party of the Tender Offeror.

Consolidated Results and Consolidated Financial Position of the Target Company
in the Past Three Years
Fiscal YearEnding March
2020

Ending March
2021

Ending March2022

Consolidated Net
Assets126,606 million
yen148,739 million
yen

211,057 million
yenConsolidated Total
Assets385,470 million
yen418,827 million
yen537,999 million
yenConsolidated Net
Assets per Share

1,615.38 yen

1,926.30 yen

2,757.51 yen

Consolidated
Operating Revenues

544,533 million
yen609,110 million
yen980,441 million
yenConsolidated
Operating Profit

19,174 million
yen34,177 million
yen62,475 million
yenConsolidated Ordinary
Profit17,432 million
yen34,529 million
yen64,733 million
yen

Net Profit Attributableto Owners of the
Parent

4,724 million
yen21,644 million
yen

43,417 million
yenConsolidated Net
Profit per Share

65.68 yen301.06 yen

603.90 yen

Dividend per Share

30.00 yen

50.00 yen

120.00 yen(Note 1)“(7) Major Shareholders and Shareholding Ratios (as of March 31, 2022)” are statedbased on the Target Company’s Annual Securities Report.

(Note 2)“Ownership ratio” means the percentage (rounded to the nearest two decimal
places) in the product (71,997,556 shares) of (i) the total number of issued sharesof the Target Company as of March 31, 2022 (72,000,000 shares) stated in theTarget Company’s Annual Securities Report less (ii) the number of treasury shares
held by the Target Company as of the same date (2,444 shares) (excluding 101,012
Target Company Shares held by the BIP Trust as of the same date) stated in theTarget Company’s Financial Results.

9

3.

Number of Shares Acquired, Acquisition Price, and Shares Owned before and after
Acquisition(1)

Number of shares owned before change(2)

Number of shares acquired(3)

Acquisition price(4)

Number of shares owned after change

31,755,800 shares(Number of voting rights: 317,558)(Voting rights ownership ratio:
44.11%)
34,565,388 shares(Number of voting rights: 345,653)(Voting rights ownership ratio:
48.01%)
Target Company Shares: 144,310
million yen
66,321,188 shares(Number of voting rights: 663,211)(Voting rights ownership ratio:
92.12%)(Note 1)

When calculating the “voting rights ownership ratio,” the number of voting rights(719,975) represented by 71,997,556 shares, which is the difference of the total
number of issued shares (72,000,000 shares) of the Target Company as of March
31, 2022 stated in the Target Company’s Annual Securities Report less the numberof treasury shares held by the Target Company as of March 31, 2022 (2,444 shares)(excluding 101,012 Target Company Shares held by the BIP Trust as of the samedate) stated in the Target Company’s Financial Results, is used as the denominator.

(Note 2)

“Voting rights ownership ratio” is rounded to the second decimal place.

(Note 3)

“Acquisition price” is rounded down to the nearest million yen, and does notinclude any advisory fees, etc.

4.

Scheduled Date of Change
July 12, 2022 (Tuesday) (commencement date of settlement of the Tender Offer)

5.

Future Prospects
The Tender Offeror is currently investigating the effects of the change in the subsidiary
due to the Tender Offer on the future consolidated performance of the Tender Offeror.
The Tender Offeror will promptly disclose any matters to be announced (if any arise).
The Target Company's consolidated financial statements will be incorporated into theTender Offeror's consolidated financial statements from the second quarter of the Tender
Offeror's fiscal year ending March 31, 2023.
End

10