[Translation]
July 21, 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: 03­6863­6440)

Announcement of Kintetsu Group Holdings Co.,Ltd.’s Decision to Make a Demand for Cash­
Out of Shares in the Company, the Company’s Approval of the Demand for Cash­Out of
Shares, and the Delisting of Shares in the Company

As Kintetsu World Express, Inc. (the “Company”) announced in the “Announcement Regarding theResult of the Tender Offer for the Company Shares by Kintetsu Group Holdings Co.,Ltd. and Change
in the Parent Company” dated July 6, 2022, Kintetsu Group Holdings Co.,Ltd. (the “Kintetsu Group
Holdings”) conducted a tender offer (the “Tender Offer”) for the shares of the Company’s common
stock (the “Company Shares”) from May 16, 2022, and, as a result, Kintetsu Group Holdings cameto own 66,321,188 shares of the Company Shares (voting rights ownership ratio (Note 1): 92.12%) as
of July 12, 2022 (the commencement date of settlement of the Tender Offer), and became a special
controlling shareholder of the Company (the “Special Controlling Shareholder”) as defined in the
Companies Act (Act No. 86 of 2005, as amended; the same applies hereinafter).
As announced in the “Announcement of Opinion in Favor of the Tender Offer for the Company Sharesby Kintetsu Group Holdings Co.,Ltd., and Recommendation to Tender” released by the Company on
May 13, 2022 (the “Opinion Press Release”), Kintetsu Group Holdings determined today that it would
make a demand to all of the shareholders of the Company (excluding Kintetsu Group Holdings andthe Company; the “Shareholders Subject to the Cash­Out”) to sell all of their Company Shares (the“Shares Subject to the Cash­Out”) to Kintetsu Group Holdings (the “Demand for Shares Cash­Out”) under Article 179, Paragraph 1 of the Companies Act as part of the transactions for the purposeof acquiring all of the Company Shares (excluding the Company Shares held by Kintetsu Group1

Holdings and treasury shares held by the Company) and making the Company a wholly­owned
subsidiary of Kintetsu Group Holdings (the “Transactions”) as stated in “(5) Policy for Organizational
Restructuring, Etc. after the Tender Offer (Matters Relating to the so called ‘Two­Step Acquisition’)”
under “3. Details of Opinion on the Tender Offer and Grounds and Reasons Therefor” in the Opinion
Press Release since Kintetsu Group Holdings has come to own 90% or more of the voting rights of allshareholders of the Company as a result of the completion of the Tender Offer.
The Company has received from Kintetsu Group Holdings a notice of the Demand for Shares Cash­
Out today, and hereby announces that the Company resolved at its board of directors meeting held
today to approve the Demand for Shares Cash­Out, as detailed below.
In addition, the Company Shares will come to fall under the delisting criteria of the Tokyo Stock
Exchange, Inc. (the “TSE”) upon the approval of the Demand for Shares Cash­Out. Therefore, theCompany Shares will be designated as stock to be delisted for the period from today through August25, 2022, and they will be delisted on August 26, 2022. Please note that after the delisting, it will nolonger be possible to trade the Company Shares on the TSE Prime Market.
Note 1:“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 Securities
Report for the 53rd fiscal year released by the Company on June 16, 2022 (the “Company’s
Annual Securities Report”) less the number of treasury shares held by the Company as ofthe same date (2,444 shares) (excluding 101,012 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. The same applies hereinafter.

1.

Outline of the Demand for Shares Cash­Out(1)Outline of the Special Controlling Shareholder

(1)

Name

Kintetsu Group Holdings Co.,Ltd.

(2)

Location6­1­55 Uehommachi, Tennoji­ku, Osaka(3)

Name and title ofrepresentative

Toshihide Ogura, Representative Director and President(4)

Description of businessControl and management of business activities byowning shares or interests of companies engaged insuch business as a holding company

2

(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%

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 Kintetsu Group Holdings
Capital relationship

Kintetsu Group Holdings holds 66,321,188 Company
Shares (ownership ratio (Note 2): 92.12%) as of today.

Personnel relationship

As of March 31, 2022, the personnel relationship is asfollows.
One of the directors of the Company serves as a directorof Kintetsu Group Holdings and one director waspreviously employed at Kintetsu Group Holdings.
Also, one of the audit and supervisory board membersof the Company serves as an audit and supervisoryboard member of the subsidiary of Kintetsu Group
Holdings and one of the managing officers of the3Company serves as an employee of Kintetsu Group
Holdings.
Other than the above, four employees of KintetsuGroup Holdings Group (meaning Kintetsu Group
Holdings and its consolidated subsidiaries and equity­
method affiliates; the “Tender Offeror Group”; thesame applies hereinafter) excluding the Company
Group (meaning the Company and its consolidated
subsidiaries and equity­method affiliates; the“Company Group”; the same applies hereinafter) areseconded to the Company Group.
Business relationship

The Company belongs to the cash management system
operated by Kintetsu Group Holdings, in which theCompany conducts transactions such as deposits offunds, etc.

Status as related party(Note 2)(2)

Kintetsu Group Holdings is a parent company of theCompany. Therefore, Kintetsu Group Holdings
constitutes a related party of the Company.

“Ownership ratio” means the percentage (rounded to the nearest two decimal places) inthe product (71,997,556 shares) of (i) the total number of issued shares of the Company asof March 31, 2022 (72,000,000 shares) stated in the Company’s Annual Securities Reportless (ii) 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.

Schedule of the Demand for Shares Cash­Out

Date of the demand for theshares cash­out

July 21, 2022 (Thursday)

Date of resolution of theCompany’s board of directors
meeting

July 21, 2022 (Thursday)

Last trading day

August 25, 2022 (Thursday)
4Delisting dateAugust 26, 2022 (Friday)

Acquisition dateAugust 30, 2022 (Tuesday)(3)

Cash­Out Consideration

4,175 yen per share of common stock2.

Details of the Demand for Shares Cash­Out

Kintetsu Group Holdings determined that it would make a demand to the Shareholders Subject to theCash­Out to sell all of the Shares Subject to the Cash­Out to Kintetsu Group Holdings as theCompany’s Special Controlling Shareholder under Article 179, Paragraph 1 of the Companies Act.
The Company received from Kintetsu Group Holdings today a notice as detailed below.

(1)

When Deciding not to Make the Demand for Shares Cash­Out to a Wholly­Owned Subsidiary
Corporation of the Special Controlling Shareholder, Such Decision and the Name of Such
Wholly­Owned Subsidiary Corporation of the Special Controlling Shareholder (Article 179­2,
Paragraph 1, Item (1) of the Companies Act)

There are no applicable matters.

(2)

Amount of Cash to be Delivered to Shareholders Subject to the Cash­Out as Consideration for
the Shares Subject to the Cash­Out through the Demand for Shares Cash­Out and Matters
Related to the Allotment of Such Cash to the Shareholders Subject to the Cash­Out (Article 179­
2, Paragraph 1, Items (2) and (3) of the Companies Act)The Tender Offeror will allot and deliver to each of the Shareholders Subject to the Cash­Out 4,175
yen per share of the Shares Subject to the Cash­Out held by such shareholder as consideration for the
Shares Subject to the Cash­Out (the “Cash­Out Consideration”).

(3)

Matters Related to a Demand for Stock Acquisition Rights Cash­Out (Article 179­2, Paragraph
1, Item (4) of the Companies Act)

There are no applicable matters.

5

(4)

Date on which the Special Controlling Shareholder Acquires the Shares Subject to the Cash­Out(the “Acquisition Date”) (Article 179­2, Paragraph 1, Item (5) of the Companies Act)

August 30, 2022

(5)

Method of Securing Funds for Payment of the Cash­Out Consideration (Article 33­5, Paragraph
1, Item (1) of the Ordinance for Enforcement of the Companies Act)

Kintetsu Group Holdings plans to pay all the Cash­Out Consideration by loan under the Term Loan
Agreement with Drawdown Period executed with MUFG Bank, Ltd. (“MUFG Bank”) on July 6, 2022.
No event that might affect the payment of the Cash­Out Consideration has occurred, and KintetsuGroup Holdings is not aware of any possibility of such event occurring in the future as of today.
(6)

Other Terms and Conditions for the Demand for Shares Cash­Out (Article 33­5, Paragraph 1,
Item (2) of the Ordinance for Enforcement of the Companies Act)The Cash­Out Consideration will be delivered within a reasonable period after the Acquisition Date in
the same manner as delivery of dividends by the Company to the address of each of the Shareholders
Subject to the Cash­Out stated or recorded in the Company’s final shareholder register as of the day
immediately preceding the Acquisition Date, or at any other place notified by the Shareholders Subject
to the Cash­Out to the Company.
However, the Cash­Out Consideration will be paid to the relevant Shareholders Subject to the Cash­
Out, to whom delivery is unable to be made in that manner, at the head office of the Company in amanner designated by the Company for delivery of the Cash­Out Consideration (or, at any other placeand in any other manner designated by Kintetsu Group Holdings regarding delivery of the Cash­Out
Consideration).

3.

Grounds and Reasons, etc. for the Decision to Approve the Demand for Shares Cash­Out(1)Grounds and reasons for the decision to approve the Demand for Shares Cash­Out

As stated in the “Announcement Regarding the Result of the Tender Offer for the Company Shares byKintetsu Group Holdings Co.,Ltd. and Change in the Parent Company” released by the Company on
July 6, 2022, Kintetsu Group Holdings conducted the Tender Offer for the period from May 16, 2022
to July 5, 2022 as part of the Transactions. As a result, Kintetsu Group Holdings came to hold66,321,188 Company Shares (voting rights ownership ratio: 92.12%) as of July 12, 2022 (thecommencement date of settlement of the Tender Offer).
As stated in the Opinion Press Release, the Company considered commencement of discussions with
Kintetsu Group Holdings, implementation of Transactions, etc. upon receipt of the written proposal
from Kintetsu Group Holdings on December 6, 2021 stating that Kintetsu Group Holdings wished to6

start initial examinations and discussions in order to implement the Transactions, and reached theconclusion that the implementation of the Transactions may contribute the enhancement of thecorporate value of the Company. Therefore, when examining the Transactions and engaging in
discussions and negotiations with Kintetsu Group Holdings regarding the Transactions, inconsideration of the fact that the Transactions may constitute transactions in which there are typicallyissues involving structural conflicts of interest and issues regarding information asymmetry due toreasons such as Kintetsu Group Holdings’s ownership ratio of the Company Shares being 44.11%(ownership ratio including shares owned by consolidated subsidiaries of Kintetsu Group Holdings:
47.09%) and the Company being an equity­method affiliate of Kintetsu Group Holdings, in order toaddress those issues and ensure the fairness of the Transactions, the Company appointed Nakamura,Tsunoda & Matsumoto as a legal advisor independent from both the Company and Kintetsu Group
Holdings in early December 2021 and appointed Daiwa Securities Co. Ltd. (“Daiwa Securities”) as afinancial advisor and third­party appraiser in mid­December 2021. The Company then, based on theadvice given by Nakamura, Tsunoda & Matsumoto, immediately began to create a system for
examining, negotiating, and making determinations about the Transactions independently of KintetsuGroup Holdings and from the perspective of enhancing the Company’s corporate value and securing
the interests of the Company’s general shareholders in order to ensure the fairness of the Transactions.
More specifically, as stated in “(C) Establishment by the Company of an Independent Special
Committee, and Obtainment of a Written Report Therefrom” under “(4) Measures to Ensure Fairnessof the Transactions and Measures to Avoid Conflicts of Interest” below, the Company started its
preparations for establishing the special committee consisting of independent outside directors and an
independent outside audit and supervisory board member etc. of the Company in early December 2021.
Thereafter, based on a resolution adopted at the meeting of its board of directors held on December 17,
2021, the Company established the special committee (the “Special Committee”) consisting of threemembers, namely, Jun Yanai (an independent outside director of the Company), Sanae Tanaka (anindependent outside director of the Company), and Masayuki Kobayashi (an independent outside audit
and supervisory board member of the Company) (for matters such as the background behindestablishing the Special Committee, the background behind the examinations, and the details of
determinations made, please refer to “(C) Establishment by the Company of an Independent Special
Committee, and Obtainment of a Written Report Therefrom” under “(4) Measures to Ensure Fairnessof the Transactions and Measures to Avoid Conflicts of Interest” below. The Company requested thefollowing from the Special Committee: (i) (a) to examine and determine the permissibility of theTransactions from the perspective of whether or not the Transactions will contribute to enhancing thecorporate value of the Company and (b) to examine and determine the appropriateness of thetransaction terms and the fairness of procedures from the perspective of the interests of the generalshareholders of the Company, and thereafter to make a recommendation to the Company’s board of
directors regarding whether or not it should support the Tender Offer and whether or not it should
recommend that the shareholders of the Company tender their shares in the Tender Offer, and (ii) to7examine whether the decisions by the Company’s board of directors regarding the Transactions are notdisadvantageous to the minority shareholders of the Company and to express an opinion to theCompany’s board of directors in regard thereto (collectively, the “Advisory Matters”). Furthermore,in establishing the Special Committee, the Company’s board of directors adopted a resolution (i) that
it would make its decisions while respecting the determinations of the Special Committee to the fullest
extent and (ii) that if the Special Committee determines that the terms of the Transactions areinappropriate, the Company’s board of directors will not make a decision to implement theTransactions, in addition to which it adopted a resolution granting the Special Committee (i) the
authority to gather information necessary for the examination of the Advisory Matters (including
holding direct hearings, etc. with related parties as necessary), (ii) the authority to appoint or approve
its own financial advisor, legal advisor, third­party appraiser, and other advisors at the expense of theCompany, (iii) the authority to express opinions regarding the policy on negotiations between the
Company and Kintetsu Group Holdings, issue instructions and requests to the persons in charge ofnegotiations, and as necessary directly negotiate with Kintetsu Group Holdings, and (iv) authority forother matters necessary for the examination of the Advisory Matters (for the method of resolution atsuch meeting of the board of directors, please refer to “(C) Establishment by the Company of an
Independent Special Committee, and Obtainment of a Written Report Therefrom” under “(4) Measures
to Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest” below). As statedin “(C) Establishment by the Company of an Independent Special Committee, and Obtainment of a
Written Report Therefrom” under “(4) Measures to Ensure Fairness of the Transactions and Measures
to Avoid Conflicts of Interest” below, based on the authorities stated above, the Special Committee
decided on December 20, 2021 to appoint Nishimura & Asahi as its own legal advisor and Deloitte
Tohmatsu Financial Advisory LLC (“Deloitte Tohmatsu Financial Advisory”) as its own financial
advisor and third­party appraiser.
In addition, as stated in “(C) Establishment by the Company of an Independent Special Committee,
and Obtainment of a Written Report Therefrom” under “(4) Measures to Ensure Fairness of theTransactions and Measures to Avoid Conflicts of Interest” below, the Special Committee confirmedthat there was no problem in the independence, expertise, and track record, etc. of Daiwa Securities as
the Company’s financial advisor and third­party appraiser and Nakamura, Tsunoda & Matsumoto as
the Company’s legal advisor and obtained approval from the Special Committee for the appointmentof Daiwa Securities and Nakamura, Tsunoda & Matsumoto.
Furthermore, as stated in “(G) Creation by the Company of an Independent Examination System”
under “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest”
below, the Company created a system within the Company for examining, negotiating, and making
determinations about the Transactions independently of Kintetsu Group Holdings (including the scopeof officers and employees of the Company to be involved in examining, negotiating, and making
determinations about the Transactions and the duties thereof) and the Special Committee approved that
there was no problem from the perspective of the independence and fairness of that examination system.
8

Then, from late December 2021 to early February 2022, Kintetsu Group Holdings and the Company
confirmed with each other along with their professionals the initial discussion points to implement theTransactions such as consideration of the expected schedule and creation by Kintetsu Group Holdings
and the Company of an examination system. Based on the confirmation of the initial discussion
points, Kintetsu Group Holdings submitted to the Company a letter of intent stating that it wished toproceed with detailed examination of the Transactions on February 10, 2022, and Kintetsu Group
Holdings and the Company commenced detailed examination and discussions regarding theTransactions.
The Company carefully examined the permissibility of the Transactions and the appropriateness of thetransaction terms, taking into consideration a report on the valuation results of the Company Shares,
advice concerning the policy on negotiations with Kintetsu Group Holdings, and other advice from afinancial perspective received from Daiwa Securities and guidance concerning measures to ensure thefairness of procedures in the Transactions and other legal advice received from Nakamura, Tsunoda &Matsumoto.
Additionally, since receiving the first proposal from Kintetsu Group Holdings that included thepurchase, etc. price per share of the Company Shares in the Tender Offer (the “Tender Offer Price”)
being 4,000 yen per share on April 1, 2022, the Company continually engaged in discussions andnegotiations with Kintetsu Group Holdings regarding the terms of the Transactions, including theTender Offer Price. Specifically, the Company examined the proposal taking into consideration theopinions of the Special Committee (when forming its opinions, the Special Committee received advice
from its advisors, Deloitte Tohmatsu Financial Advisory and Nishimura & Asahi) and the advice from
Daiwa Securities and Nakamura, Tsunoda & Matsumoto and requested that Kintetsu Group Holdings
reexamine the Tender Offer Price as it had not yet reached a fair price. After that, upon receivingfrom Kintetsu Group Holdings a proposal on April 15, 2022 for the Tender Offer Price to be 4,040 yen
per share, the Company examined the proposal and requested that Kintetsu Group Holdings reexamine
the Tender Offer Price as it had not yet reached a fair price. Following that, the Company received
from Kintetsu Group Holdings a proposal on April 22, 2022 for the Tender Offer Price to be 4,050 yen
per share, and the Company examined the proposal and requested that Kintetsu Group Holdings
reexamine the Tender Offer Price being 4,350 yen. After that, the Company received a proposal on
May 6, 2022 for the Tender Offer Price to be 4,100 yen per share, and the Company examined the
proposal and requested that Kintetsu Group Holdings reexamine the Tender Offer Price being 4,250
yen per share. As a result, the Company received a proposal from Kintetsu Group Holdings that
included the Tender Offer Price being 4,175 yen per share on May 11, 2022.
During the course of the above examinations and negotiations, the Special Committee received reports
from time to time from the Company and the Company’s advisors and confirmed and approved thedetails thereof as appropriate. Specifically, the Special Committee first confirmed the reasonablenessof matters such as the content, the important underlying assumptions, and the background behind the9preparation of the Company’s business plan presented by the Company to Kintetsu Group Holdings
and used by Daiwa Securities and Deloitte Tohmatsu Financial Advisory as the basis for the sharevaluation of the Company Shares, and the Special Committee approved that business plan.
Additionally, when negotiating with Kintetsu Group Holdings, the Company’s financial advisor
handled such negotiations in accordance with the negotiation policy decided in advance upondeliberation by the Special Committee, and when receiving a proposal regarding the Tender Offer Pricefrom Kintetsu Group Holdings, the Company’s financial advisor immediately reported to the Special
Committee on each occasion, received opinions, instructions, and requests, etc. from the Special
Committee regarding matters such as the policy on negotiations with Kintetsu Group Holdings, andresponded in accordance with those opinions, etc.
Following that, on May 12, 2022, the Company received a written report from the Special Committee(the “Written Report”) stating that (i) the Special Committee considers it appropriate for theCompany’s board of directors to express an opinion in support of the Tender Offer and adopt a
resolution to recommend that the shareholders of the Company tender their shares in the Tender Offer,and that (ii) the decisions of the Company’s board of directors deciding to conduct the Transactions(meaning (A) the decision to express an opinion in favor of the Tender Offer and to recommend that
the Company’s shareholders tender their shares in the Tender Offer and (B) the decision regarding
procedures for making the Company a wholly­owned subsidiary through a demand for shares cash­outor share consolidation to be performed after the Tender Offer as part of the Transactions) is considered
not disadvantageous to the minority shareholders of the Company (for a summary of the Written Report,
please refer to “(C) Establishment by the Company of an Independent Special Committee, andObtainment of a Written Report Therefrom” under “(4) Measures to Ensure Fairness of theTransactions and Measures to Avoid Conflicts of Interest” below). In addition to the Written Report,
the Company received from the Special Committee a share valuation report concerning the Company
Shares (the “Share Valuation Report (Deloitte Tohmatsu Financial Advisory)” and a fairness
opinion stating that the Tender Offer Price of 4,175 yen per share is fair to the minority shareholdersof the Company from a financial perspective (the “Fairness Opinion”) submitted by Deloitte
Tohmatsu Financial Advisory to the Special Committee on May 12, 2022 (for a summary of the Share
Valuation Report (Deloitte Tohmatsu Financial Advisory) and the Fairness Opinion, please refer to“(D) Obtainment by the Special Committee of a Share Price Valuation Report and a Fairness Opinion
from an Independent Third­Party Appraiser” under “(4) Measures to Ensure Fairness of theTransactions and Measures to Avoid Conflicts of Interest” below).
Based on the above background, at the meeting of the board of directors of the Company held on May
13, 2022, the Company carefully discussed and examined as to whether the Transactions, including
the Tender Offer, would contribute to enhancing the Company’s corporate value and whether the termsof the Transactions, including the Tender Offer Price, were appropriate in light of the legal advice
received from Nakamura, Tsunoda & Matsumoto and the advice received from Daiwa Securities froma financial perspective, as well as in light of the details of a share valuation report concerning the10Company Shares (the “Company Valuation Report”) submitted by Daiwa Securities on May 12,2022 and the details of the Share Valuation Report (Deloitte Tohmatsu Financial Advisory) and the
Fairness Opinion submitted through the Special Committee, and also respecting, to the fullest extent,
the details of the determinations of the Special Committee indicated in the Written Report.
Consequently, as described below, the Company reached the conclusion that the Transactions,
including the Tender Offer, through which the Company will become a wholly­owned subsidiary of
Kintetsu Group Holdings, will contribute to enhancing the Company’s corporate value.
In its long­term vision, “Global Top 10 Solution Partner: A Global Brand Born in Japan,” announced
in May 2019, the Company Group set out a management goal of aiming to achieve a global top 10
position; in achieving that goal, it is necessary to grow a strong position in the market despite
overwhelming global competition, and the Company Group recognizes the urgency of further
expanding business and developing human resources. Lead by global competitors, industry
restructuring has become prominent in recent years, and new trends are being seen, such as theappearance of digital forwarders that connect shippers with transportation companies through online
platforms, and customer retention through vertical integration between major shipping companies andlogistics companies; accordingly, in order for the Company to achieve sustainable growth amid the
expectation of significant industry changes moving forward, the Company recognizes the necessity ofenhancing its price competitiveness by strengthening its purchasing power and expanding freight
volume in new areas through means such as M&A and capital and business alliances with othercompanies. Specifically, the Company recognizes that it is necessary to pursue the increase of bothsales and profitability by strengthening areas where handling volume is small at the Company such as
fresh food and by strengthening price competitiveness through economies of scale from M&A andcapital and business alliances, etc.
In regard to measures such as M&A and capital and business alliances with other companies, a massive
amount of time is required when considering counterparties for matters such as investigation, selection,
and analysis, in addition to the Company having to actively approach the counterparty; however, theM&A market is currently at a high, and the Company does not have any concrete projects underconsideration. Additionally, despite the M&A and business and capital alliances stated above
contributing over the medium to long term to achieving the long­term vision of the Company Group,
such measures may result in uncertainty regarding profit in the short term, and therefore there is a riskof causing a deterioration in financial condition due to factors such as a decrease in profitability, adeterioration in cash flow, or an increase in interest­bearing debts; as a result, the Company Groupconsiders that it cannot deny the possibility of such measures causing a drop in the share price of theCompany and a negative impact on the shareholders of the Company over the short term.
Kintetsu Group Holdings has provided a public service through its railways for many years andtherefore has always carried out its management with a medium­ to long­term perspective, and it
possesses rich experience and know­how in regard to M&A, capital and business alliances, etc. In
11discussions with Kintetsu Group Holdings, Kintetsu Group Holdings stated its intention to support thegrowth of the Company from a long­term perspective and to support M&A, etc. by the Company interms of both financing and know­how, and the Company believes that by accelerating and utilizing
the sharing of M&A­related knowledge, know­how, and human resources of Kintetsu Group Holdings
with the Company, the Company will be able to secure time for matters such as investigating, selecting,and analyzing counterparties for M&A transactions, etc. and to actively approach counterparties. The
Company has confirmed that Kintetsu Group Holdings will provide the above support while respecting
the management policy of the Company even after the implementation of the Transactions.
Therefore, the Company determined that the best choice for achieving the enhancement of its corporate
value over the medium to long term would be to establish a management structure that formulates andimplements measures from a medium­ to long­term perspective without being constrained by the short­term evaluation of the stock market and to make the maximum possible use of the management support
provided by Kintetsu Group Holdings by providing the shareholders of the Company with anopportunity to sell the Company Shares without being negatively impacted over the short term and bydelisting the Company Shares and making the Company a wholly­owned subsidiary of Kintetsu Group
Holdings.
Additionally, the Company determined that the Tender Offer Price and other terms regarding theTender Offer are appropriate and that the Tender Offer provides an opportunity for the shareholders of
the Company to sell the Company Shares at a price that includes a reasonable premium and underreasonable terms based on factors such as: (i) the Company agreed to the price after repeated, serious
negotiations with Kintetsu Group Holdings with substantial involvement by the Special Committee,
which is independent from the Company and Kintetsu Group Holdings, and after fully implementing
the measures to ensure the fairness of the terms of the Transactions, including the Tender Offer Price,stated in “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid Conflicts ofInterest” below; (ii) in the Written Report obtained from the independent Special Committee of theCompany, the Special Committee has determined that the appropriateness of the terms of theTransactions, including the Tender Offer Price, has been ensured, as stated in “(C) Establishment by
the Company of an Independent Special Committee, and Obtainment of a Written Report Therefrom”
under “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest”
below; (iii) of the results of the share valuation by Daiwa Securities concerning the Company Shares
stated in “(B) Obtainment by the Company of a Share Valuation Report from an Independent Third­
Party Appraiser” under “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid
Conflicts of Interest” below, the Tender Offer Price exceeds the upper limit of the valuation results ofthe market price method and is within the range of the valuation results of the discounted cash flow
method (the “DCF Method”); (iv) the Tender Offer Price is an amount that includes a premium of
38.02 % on 3,025 yen, the closing price of the Company Shares on the TSE Prime Market (prior to
April 3, 2022, the TSE First Section) on May 12, 2022, the Business Day immediately preceding theannouncement date of the Tender Offer, a premium of 34.98 % on 3,093 yen, the simple average
12

closing price for the preceding month (from April 13, 2022 to May 12, 2022), a premium of 32.71 %on 3,146 yen, the simple average closing price for the preceding three months (from February 14, 2022
to May 12, 2022), and a premium of 37.47% on 3,037 yen, the simple average closing price for thepreceding six months (from November 15, 2021 to May 12, 2022), and the Tender Offer Price is anamount that exceeds the highest share price since listing (3,545 yen in a continuous session on March
28, 2022), and although the premiums on the simple average closing prices of the shares for thepreceding three­month period and preceding six­month period are slightly less than the median of thepremiums for the same period offered in 62 (the median of the premiums is 36.0% for the Business
Day immediately preceding the announcement date, 38.9% for the preceding one­month period, 41.9%
for the preceding three­month period, and 48.6% for the preceding six­month period) past tender offertransactions successfully completed on the premise of privatization that were publicly announced from
July 2019 to December 2021 (excluding cases wherein the proportion of voting rights of the target
company owned by the tender offeror (including the proportion of voting rights of the target company
owned by special related parties of the tender offeror) was more than 50% at the time before thecommencement of the tender offer), there is no substantial deviation from such median, and there areno special circumstances where the premiums for the simple average closing price for the preceding
three­month period and the preceding six­month period need to be emphasized, and on the other hand,the premium on the closing price of the business day before the announcement date exceeds the medianof the premiums for the same period, and the premiums on the simple average closing price for thepreceding one­month period is not inferior to the median of premiums for the same period since thedegree to which it falls below the median is fairly small; and (v) the measures to ensure the fairness of
the Tender Offer stated in “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid
Conflicts of Interest” below have been taken, and it can be found that the interests of generalshareholders have been secured.
Based on the foregoing, the Company has resolved at its board of directors meeting held on May 13,2022 to express its opinion in support of the Tender Offer and to recommend that the Company’s
shareholders tender their shares in the Tender Offer.
For the method of resolution at the Company’s board of directors meeting stated above, please refer to“(H) Approval of All Disinterested Directors of the Company and Opinion of All Disinterested Audit
and Supervisory Board Members at the Company that They Had No Objection” under “(4) Measures
to Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest” below.
On July 6, 2022, the Company received from Kintetsu Group Holdings a report on the results of theTender Offer to the effect that 34,565,388 shares of the Company Shares were tendered and that
Kintetsu Group Holdings would purchase all of them. As a result, as of July 12, 2022 (thecommencement date of settlement of the Tender Offer), Kintetsu Group Holdings held 92.12% (voting
rights ownership ratio) of the Company Shares and became the Special Controlling Shareholder of theCompany.
13Based on this, the Company received today from Kintetsu Group Holdings the notice of its intention
to make the Demand for Shares Cash­Out as part of the Transactions under Article 179, Paragraph 1of the Companies Act as stated in “(5) Policy for Organizational Restructuring, Etc. after the Tender
Offer (Matters relating to the so­called “Two­Step Acquisition”)” under “3. Details of Opinion on theTender Offer and Grounds and Reasons Therefor” in the Opinion Press Release.
Upon receipt of that notice, the Company prudently discussed and deliberated whether to approve theDemand for Shares Cash­Out.
As a result, the board of directors of the Company decided that due consideration had been given to
the interests of the Shareholders Subject to the Cash­Out in the Demand for Shares Cash­Out and thatthe terms and conditions of the Demand for Shares Cash­Out are appropriate, and unanimously decided
today to approve the Demand for Shares Cash­Out, based on reasons including the following:(i)the Demand for Shares Cash­Out is to be conducted as part of the Transactions, and basedon the process and reasons above, the Company, upon the commencement of the Tender
Offer, determined that the Transactions would contribute to the improvement of theCompany’s corporate value, and there are no particular circumstances that are sufficientfor the Company to believe that any unexpected change occurred to the circumstances on
which such determination was based;(ii)

it is determined that the Cash­Out Consideration of 4,175 yen per Share Subject to theCash­Out is considered a reasonable price for the Shareholders Subject to the Cash­Out inlight of such facts as that the Cash­Out Consideration is equal to the Tender Offer Priceand that, as stated in “(C) Establishment by the Company of an Independent Special
Committee, and Obtainment of a Written Report Therefrom” under “(4) Measures to
Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest” below,
it is determined in the Written Report obtained from the Special Committee that theappropriateness of the terms for the Transactions including the Tender Offer Price issecured with measures to secure the fairness of the Tender Offer being sufficiently taken
as explained in “(4) Measures to Ensure Fairness of the Transactions and Measures to
Avoid Conflicts of Interest” below;(iii) it is expected Kintetsu Group Holdings will be capable of delivering the Cash­Out
Consideration because Kintetsu Group Holdings plans to cover the funds required for theTransactions including the Tender Offer by a loan from MUFG Bank of up to 169 billion
yen (the “Bank Loan”) and also plans to pay the Cash­Out Consideration by loan under
the Term Loan Agreement with Drawdown Period executed with MUFG Bank on July 6,2022 as part of the Bank Loan, and the Company confirmed the method taken by KintetsuGroup Holdings to secure financing for the Bank Loan by the loan certificate prepared by
MUFG Bank that was submitted as an attachment to the tender offer registration statement
for the Tender Offer, and according to Kintetsu Group Holdings, no event that might affect14

the payment of the Cash­Out Consideration has occurred, and Kintetsu Group Holdings iscurrently not aware of any possibility of such event occurring in the future;(iv) the terms and conditions of the Demand for Shares Cash­Out are considered to beappropriate because no unreasonable points have been found with respect to the time frame
until the delivery and the payment method of the Cash­Out Consideration; and(v)

there has been no material change in the Company’s corporate value since thecommencement of the Tender Offer through today.

The Demand for Shares Cash­Out is to be implemented as part of the Transactions including the Tender
Offer, and in order to eliminate the effects of structural conflicts of interest in the Transactions,discussions were held by and unanimous resolution was made at the above board of directors meetingby six directors out of eight directors of the Company excluding Mr. Tetsuya Kobayashi and Mr.
Kazuyasu Ueda, because Mr. Tetsuya Kobayashi holds a position as a director of Kintetsu Group
Holdings and Mr. Kazuyasu Ueda held a position as an officer of Kintetsu Group Holdings in the past.
In order to eliminate the effects of structural conflicts of interest in the Transactions, Mr. Yusuke
Kawasaki, an audit and supervisory board member of the Company who holds a position as a director
at a subsidiary of Kintetsu Group Holdings, did not participate in any of the deliberations at the boardof directors meeting above and refrained from expressing his opinion regarding the resolution of theboard of directors above.
In order to eliminate the effects of structural conflicts of interest in the Transactions, two of thedirectors of the Company directors (Mr. Tetsuya Kobayashi and Mr. Kazuyasu Ueda) did notparticipate in the deliberation or resolution by the board of directors for the Transactions, including thesaid board of directors meeting, nor did they participate in the discussion or negotiation of theTransactions on behalf of the Company.

(2)

Matters Pertaining to Valuation

The Demand for Shares Cash­Out will be conducted as the second step of the so­called “Two­step
Acquisition” after the Tender Offer, and the Cash­Out Consideration is set to be equal to the Tender
Offer Price. Therefore, when making the decision to approve the Demand for Shares Cash­Out, theCompany did not obtain another share valuation report.

(3)

Possibility of Delisting

The Company Shares are listed on the TSE Prime Market as of today. However, the Company Shares
will come to fall under the delisting criteria of the TSE upon the approval of the Demand for Shares
15

Cash­Out. Therefore, the Company Shares will be designated as stock to be delisted for the period
from today through August 25, 2022, and will be delisted on August 26, 2022. After the delisting, it
will no longer be possible to trade the Company Shares on the TSE Prime Market.

(4)

Measures to Ensure Fairness of the Transactions and Measures to Avoid Conflicts of Interest

The Demand for Shares Cash­Out will be conducted as the second step of the so­called “Two­step
Acquisition” after the Tender Offer, and as stated in “(6) Measures to Ensure Fairness of the Tender
Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid
Conflicts of Interest” under “3. Details of Opinion on the Tender Offer and Grounds and Reasons
Therefor” in the Opinion Press Release, in order to ensure the fairness of the Tender Offer, eliminate
arbitrariness in the decision­making regarding the Transactions, ensure the fairness, transparency, andobjectivity of the decision­making process of the Company, and avoid conflicts of interest, KintetsuGroup Holdings and the Company implemented the following measures from the stage of the Tender
Offer. Among the statements below, matters relating to the measures implemented by Kintetsu Group
Holdings are based on the explanations given by Kintetsu Group Holdings.
Kintetsu Group Holdings believes that, as stated in “(1) Grounds and reasons for the decision toapprove the Demand for Shares Cash­Out” above, because Kintetsu Group Holdings directly holds
31,755,800 Company Shares (ownership ratio: 44.11%) and indirectly holds 2,145,000 Company
Shares (ownership ratio: 2.98%) through consolidated subsidiaries of Kintetsu Group Holdings,
thereby holding 33,900,800 Company Shares (ownership ratio: 47.09%) in total as of May 13, 2022,
if the minimum number of share certificates, etc. to be purchased is set to the so­called “majority ofminority” in the Tender Offer, it would create uncertainty as to whether the Tender Offer could becompleted and may not actually be in the interests of general shareholders who wish to tender theirshares in response to the Tender Offer. For this reason, in the Tender Offer, Kintetsu Group Holdings
does not set the minimum number of share certificates, etc. to be purchased to the so­called “majorityof minority.” However, Kintetsu Group Holdings and the Company have implemented the following
measures, and thus Kintetsu Group Holdings and the Company believe that the interests of generalshareholders of the Company have been sufficiently considered.

(A) Obtainment by Kintetsu Group Holdings of a Share Price Valuation Report from an Independent
Third­Party Appraiser
In order to ensure the fairness of the Tender Offer Price, Kintetsu Group Holdings requested Nomura
Securities Co., Ltd. (“Nomura Securities”), its financial advisor and third­party appraiser that is
independent from Kintetsu Group Holdings Group, to calculate the share value of the Company before
determining the Tender Offer Price. Nomura Securities is not a party affiliated with Kintetsu Group
Holdings Group and does not have a material interest in the Tender Offer.
16

After considering the calculation methods to be used in the Tender Offer, Nomura Securities conductedcalculation using the following methods: (i) the average market price method given that the Company
Shares are listed on the TSE Prime Market, (ii) the comparable companies method, as there are listedcompanies that are comparable to the Company, and an analogical inference of the share value of theCompany based on comparable companies is possible, and (iii) the DCF Method, to account for theCompany’s future business operations in the valuation, and Kintetsu Group Holdings obtained a shareprice valuation report from Nomura Securities on May 12, 2022 (the “Tender Offeror Valuation
Report”) (Note). Since Kintetsu Group Holdings judged and determined the Tender Offer Price bycomprehensively considering the various factors stated in “(B) Background, Purpose and Decision­
Making Process with respect to Conducting the Tender Offer by the Tender Offeror” in “(2) Grounds
and Reasons for the Opinion” in “3. Details of Opinion on the Tender Offer and Grounds and Reasons
Therefor” in the Opinion Press Release and through discussions and negotiations with the Company,
Kintetsu Group Holdings has not obtained from Nomura Securities an opinion on the appropriatenessof the Tender Offer Price (a fairness opinion).
The range of values per share of the Company Shares calculated by Nomura Securities is as follows.

Average market price method: From 3,037 yen to 3,148 yen
Comparable companies method: From 2,761 yen to 5,911 yen
DCF Method: From 3,446 yen to 5,664 yen

The range of values per share of the Company Shares obtained from the average market price method
is 3,037 yen to 3,148 yen, which is calculated, using May 11, 2022 as the record date, based on 3,040
yen, the closing price of the Company Shares quoted on the TSE Prime Market (prior to April 3, 2022,
the TSE First Section) as of the record date, 3,094 yen, the simple average closing price over thepreceding five­Business­Day period, 3,088 yen, the simple average closing price over the precedingone­month period, 3,148 yen, the simple average closing price over the preceding three­month period,and 3,037 yen, the simple average closing price over the preceding six­month period.
The range of values per share of the Company Shares obtained from the comparable companies method
is 2,761 yen to 5,911 yen, which is derived by evaluating the Company Share’s share value bycomparing the market share prices and financial indicators such as the profitability of listed companies
engaged in businesses that are relatively similar to those that the Company operates.
The range of values per share of the Company Shares obtained from the DCF Method is 3,446 yen to
5,664 yen, which is derived by evaluating the Company’s corporate value and share value as calculatedby discounting to the present value at a certain discount rate the free cash flow that the Company is
expected to generate in the future from the fiscal year ending March 2023 based on revenues and17

investment plans set out in the business plan of the Company for the six fiscal years from the fiscal
year ending March 2023 to the fiscal year ending March 2028, as well as other factors such as publicly
released information. The business plan of the Company from the fiscal year ending March 2023 to
the fiscal year ending March 2028 that Nomura Securities used for the DCF Method covers a fiscal
year in which significant increases or decreases in profits are expected. Specifically, the market
conditions for freight costs are expected to remain high until the fiscal year ending March 2023 due tothe shortage of supply such as decrease in the space for air transportation and the shortage of containers
for marine transportation influenced by the outbreak of COVID­19. However, a significant decreasein the operating income is expected for the fiscal year ending March 2024 (26,607 million yen, 47.4%
year­on­year) compared to the immediately preceding fiscal year due to the decrease in sales resulting
from the normalization of the balance of supply and demand and decrease in the level of freight costs
since any effect resulting from the outbreak of COVID­19 will be relatively low. In addition, theeffect of the synergies expected to be realized through the execution of the Transactions is not reflected
because such effect on revenues is difficult to specifically estimate at this point in time.
Kintetsu Group Holdings ultimately determined by resolution of a meeting of its board of directors
held on May 13, 2022 that the Tender Offer Price is 4,175 yen per share in light of the results ofdiscussions and negotiations with the Company, etc. by comprehensively considering factors such as
the result of the calculation of the share value of the Company in the Tender Offeror Valuation Reportobtained from Nomura Securities, as well as the fact that there were no material findings as a result of
the due diligence conducted from mid­February 2022 to mid­March 2022 that would affect the Tender
Offer Price, the financial conditions of the Company, 43 examples of premiums (the average premium
is 48.4% as of immediately preceding the announcement date, 50.5% for the immediately precedingone­month period, 51.6% for the immediately preceding three­month period, and 49.9% for theimmediately preceding six­month period) that have been provided upon determination of the tender
offer price in past tender offers for Share Certificates, Etc. by a person other than the issuer that wereconducted by a listed parent company to make its consolidated subsidiary and equity­method affiliate
its wholly­owned subsidiary and announced after January 2019, whether the Tender Offer is supportedby the board of directors of the Company, trends in the market share price of the Company Shares, andthe prospect of shares being tendered in the Tender Offer. The Tender Offer Price exceeds the range
calculated based on the average market price method of the Tender Offeror Valuation Report and iswithin the range calculated based on the comparable companies method and the DCF Method.
The Tender Offer Price of 4,175 yen per share represents a premium of 38.02% on 3,025 yen, which
was the closing price for the Company Shares quoted on the TSE Prime Market (prior to April 3, 2022,
the TSE First Section) on May 12, 2022 (which was the Business Day immediately preceding theannouncement date of the Tender Offer); a premium of 35.95% on 3,071 yen, which was the simple
average closing price for the past five Business Days (from May 6, 2022 to May 12, 2022); a premiumof 34.98% on 3,093 yen, which was the simple average closing price for the past one­month period(from April 13, 2022 to May 12, 2022); a premium of 32.71% on 3,146 yen, which was the simple
18

average closing price for the past three­month period (from February 14, 2022 to May 12, 2022; and a
premium of 37.47% on 3,037 yen, which was the simple average closing price for the past six­month
period (from November 15, 2021 to May 12, 2022).
Kintetsu Group Holdings obtained the Tender Offeror Valuation Report from Nomura Securities, its
third­party appraiser, and judged and determined the Tender Offer Price after confirming that theTender Offer Price exceeds the range calculated based on the average market price method of theTender Offeror Valuation Report and is within the range calculated based on the comparable companies
method and the DCF Method at its board of directors meeting.
Note:

(B)

In calculating the value of the Company Shares, Nomura Securities has assumed that the
publicly available information and all of the information provided to it are accurate andcomplete and did not independently verify the accuracy and completeness of suchinformation. Also, Nomura Securities has not conducted an independent evaluation,
appraisal, or assessment, nor has it made any request to a third­party institution for any
appraisal or assessment, with respect to any assets or liabilities (including derivatives, off­balance­sheet assets and liabilities, and other contingent liabilities) of the Company and anyof its affiliated companies, including any analysis or evaluation of individual assets andliabilities. Nomura Securities assumed that the financial forecast (including profit plansand other information) of the Company had been reasonably considered or prepared basedon the best projections and judgment made in good faith that were currently available to the
management of Kintetsu Group Holdings and the Company. The calculation by Nomura
Securities reflects the information and the economic conditions available to it as of May 11,2022. The sole purpose of the calculation by Nomura Securities is for the board of
directors of Kintetsu Group Holdings to use the calculation results as a reference forconsidering the share value of the Company.

Obtainment by the Company of a Share Price Valuation Report from an Independent Third­Party
Appraiser

In order to express its opinion concerning the Tender Offer, the Company requested Daiwa Securities,
a financial advisor and third­party appraiser independent of the Company and Kintetsu Group Holdings,
to submit the Company Valuation Report to ensure fairness in the decision­making process regarding
the Tender Offer Price presented by Kintetsu Group Holdings, and obtained the Company Valuation
Report as of May 12, 2022. Daiwa Securities is not a related party of the Company or Kintetsu Group
Holdings and does not have a material interest in the Tender Offer that should be stated. Since
Kintetsu Group Holdings and the Company have implemented measures to ensure the fairness of theTender Offer Price and measures to avoid conflicts of interest, the Company has not obtained an
opinion from Daiwa Securities on the fairness of the Tender Offer Price (a fairness opinion). The
19

fees to be paid to Daiwa Securities include contingency fees which will be payable subject to thesuccessful completion of the Transactions.
After considering which of several calculation methods should be used to calculate the value of theCompany Shares, on the assumption that the Company is a going concern, and based on the belief thatmultifaceted valuation of the value of the Company Shares would be appropriate, Daiwa Securities
analyzed the share value of the Company using the following valuation methods: (i) the market pricemethod that takes into account trends in the market price of the Company Shares and (ii) the DCF
Method in order to reflect the content of the Company’s business results and projections, etc. in thevaluation, and the Company obtained the Company Valuation Report from Daiwa Securities as of May
12 2022.
The range of values per share of the Company Shares calculated by using the aforementioned methods
is as follows.

Market price method: From 3,025 yen to 3,146 yen
DCF Method: From 3,483 yen to 4,917 yen

The range of values per share of the Company Shares obtained from the market price method is 3,025
yen to 3,146 yen, which is calculated by using May 12, 2022 as the record date for calculation, based
on 3,025 yen, the closing price of the Company Shares quoted on the TSE Prime Market (prior to April
3, 2022, the TSE First Section) as of the record date, 3,093 yen, the simple average closing price overthe preceding one­month period, 3,146 yen, the simple average closing price over the preceding three­month period, and 3,037 yen, the simple average closing price over the preceding six­month period.
The range of values per share of the Company Shares obtained from the DCF Method is 3,483 yen to
4,917 yen, which is derived by analyzing the Company’s corporate value and share value as calculatedby discounting to the present value, at a certain discount rate, the free cash flow that the Company is
expected to generate in and after the fiscal year ending March 2023 based on revenues and investment
plans set out in the Company’s business plan prepared by the Company for the six fiscal years fromthe fiscal year ending March 2023 to the fiscal year ending March 2028, as well as other factors suchas publicly released information. Further, the discount rate used for the calculation was 8.49%～
9.83%, and the perpetual growth rate method was used to calculate the going concern value, with aperpetual growth rate of 1.5% to 2.5%.
The business plan prepared by the Company, which Daiwa Securities used for the analysis based on
the DCF Method, includes a fiscal year in which a significant increase or decrease in profit is expected.
Specifically, as strong demand for transportation is outstripping supply of air and ocean freightshipping space due to reduced passenger flights and disruptions in marine container logistics caused20

by the impact of the COVID­19 pandemic, there continues to be an imbalance of supply and demand
and a rise in freight costs, which is expected to remain at such levels for some part of the fiscal year
ending March 2023. For the fiscal year ending March 2024, the operating income is expected todecrease by 49.7% year on year) is expected due to prospects that the COVID­19 pandemic willsubside, thus further relaxing restrictions on operations, leading to recovery in the number of passenger
flights and normalization of marine container logistics, thereby resolving disruptions in international
logistics and leveling out freight costs. In addition, the operating income is expected to increase by
30.5% year on year) is expected for the fiscal year ending March 2025 and onwards due to therealization of measures to expand transaction volume. On the other hand, free cash flow for the fiscal
year ending March 2025 is expected to decrease by 59.7% year­on­year due to an increase in working
capital as a result of an increase in sales due to the realization of these measures.
The synergy effects expected to be realized through the Transactions have not been taken into accountin the above calculation, as they are difficult to specifically estimate at this time.
The Company’s financial forecast figures, which were used as the premise for the calculation under
the DCF Method, are as follows.

(Million yen)
FiscalYear
EndingFiscalYear
EndingFiscalYear
EndingFiscalYear
EndingFiscalYear
EndingFiscalYear
Ending

March
2023

March
2024

March
2025

March
2026

March
2027

March
2028

Net sales

944,532

747,567

785,101

821,100

854,708

893,160

Operating
Income50,59925,44333,21038,47740,932

43,588

EBITDA

72,05946,90354,67059,93762,39265,048

Free Cashflows

46,43949,436

19,922

23,77825,70826,812(C)

Establishment by the Company of an Independent Special Committee, and Obtainment of a
Written Report Therefrom(i)Background behind Establishment, etc.
21

As stated in the “(1) Grounds and reasons for the decision to approve the Demand for Shares Cash­Out” above, the Company established the Special Committee by a resolution at the board of directors
meeting held on December 17, 2021. Prior to the establishment of the Special Committee, since early
December 2021, the Company had individually explained to independent outside directors andindependent outside audit and supervisory board members of the Company, who do not have a materialinterest in Kintetsu Group Holdings, while receiving the advice from Nakamura, Tsunoda &Matsumoto to the effect that the Company received a request from Kintetsu Group Holdings statingthat it wished to commence initial examination and discussions for the implementation of theTransactions and to the effect that it is necessary to take sufficient measures to ensure fairness ofconditions pertaining to the Transactions such as the establishment of the Special Committee for
conducting examinations, negotiations, etc. pertaining to the Transactions, in order to create a systemfor examining, negotiating, and making determinations about the Transactions independently of
Kintetsu Group Holdings and from the perspective of enhancing the Company’s corporate value andsecuring the interests of the Company’s general shareholders, and held a meeting of the independent
outside directors and the independent outside audit and supervisory board members, who do not havea material interest in Kintetsu Group Holdings. At the meeting, Nakamura, Tsunoda & Matsumotogave explanations including the necessity to sufficiently ensure fairness of procedures in theTransactions in order to respond to issues of a structural conflict of interest and issues of asymmetricnature of information as well as the role of the Special Committee, and held a question­and­answer
session. Concurrently, the Company confirmed the independence, appropriateness, etc. of the
independent outside directors, the independent outside audit and supervisory board members, etc. of
the Company, who were candidates to be members of the Special Committee, while receiving advice
from Nakamura, Tsunoda & Matsumoto, and also confirmed that the candidates did not have a materialinterest in Kintetsu Group Holdings nor have a material interest different from general shareholders
regarding whether the Transactions succeed. Subsequently, the Company discussed with theindependent outside directors and the independent outside audit and supervisory board members of theCompany, who were present at the above meeting while receiving advice from Nakamura, Tsunoda &Matsumoto and since it was confirmed that there was no objection to the appointment as a result of
the discussion, the Company nominated three candidates to be members of the Special Committee: Mr.
Jun Yanai (an independent outside director of the Company), who has extensive experience andexpertise as a manager at Mitsubishi Corporation as well as considerable knowledge regarding global
business management; Ms. Sanae Tanaka (an independent outside director of the Company), who has
extensive experience and expertise as a lawyer; and Mr. Masayuki Kobayashi (an independent outside
audit and supervisory board member of the Company), who has extensive experience at the financedepartment of Pacific Management Corporation as well as experience and a wide range of expertise asa head of the compliance department and corporate auditor at Kenedix, Inc. (Mr. Jun Yanai, who is anindependent outside director of the Company, acts as the chairperson of the Special Committee. The
members of the Special Committee have not changed since the committee was first established).
22Subsequently, as stated in “(1) Grounds and reasons for the decision to approve the Demand for Shares
Cash­Out” above, the Company established the Special Committee by a resolution at the board of
directors meeting held on December 17, 2021 and referred the Advisory Matters to the Special
Committee. Also, the board of directors meeting of the Company resolved upon the establishmentof the Special Committee (i) to give the highest degree of respect to the determinations of the Special
Committee when making decisions and (ii) if the Special Committee determines that the conditions of
the Transactions are not appropriate, not to determine the implementation of the Transactions and (iii)
to authorize the Special Committee (a) to collect information necessary to examine the Advisory
Matters (including receipt of opinions, etc. directly from related persons as necessary), (b) to appoint
or approve its own financial advisors, legal advisors, third­party appraisers, and other advisors at theCompany’s expense, (c) to express an opinion regarding the policy for negotiations between the
Company and Kintetsu Group Holdings, give instructions and requests to the person in charge ofnegotiations, and directly negotiate with Kintetsu Group Holdings as necessary, and (d) to conduct anyother matters necessary to examine the Advisory Matters.
The board of directors meeting of the Company above made the above resolution by the deliberations
and the unanimous vote of six directors excluding two directors, Mr. Tetsuya Kobayashi and Mr.
Kazuyasu Ueda, in order to eliminate possibility of being affected by issues of a structural conflict ofinterest in the Transactions because Mr. Tetsuya Kobayashi serves as a director of Kintetsu Group
Holdings and Mr. Kazuyasu Ueda served as an officer of Kintetsu Group Holdings. Also, all of theaudit and supervisory board members present at the board of directors above (three audit andsupervisory board members (of whom one is an outside audit and supervisory board member) out offour audit and supervisory board members) expressed the opinion to the effect that they had noobjections with respect to the resolution above.
Mr. Yusuke Kawasaki, who is an audit and supervisory board member of the Company, did notparticipate in any of the deliberations at the board of directors meeting above and refrained fromexpressing his opinion regarding the resolution of the board of directors above in order to eliminate
possibility of being affected by issues of a structural conflict of interest in the Transactions because heserves as an audit and supervisory board member of the subsidiary of Kintetsu Group Holdings.
Also, two of the directors of the Company, Mr. Tetsuya Kobayashi and Mr. Kazuyasu Ueda, did notparticipate in any of the deliberations or resolutions at the board of directors meeting pertaining to theTransactions including the board of directors meeting above, nor did they participate in the discussions
and negotiations regarding the Transactions on the side of the Company in order to eliminate
possibility of being affected by issues of a structural conflict of interest in the Transactions.
Each member of the Special Committee will be paid a fixed amount of remuneration irrespective ofwhether or not the Transactions succeed as remuneration for his or her duties.
(ii) Background Behind Examination
23

The Special Committee held meetings 16 times in total (approximately 25 hours in total) during theperiod from December 20, 2021 to May 12, 2022, and the members of the Special Committee
performed their duties for the Advisory Matters by reporting to and sharing information with othermembers as well as deliberating and making decisions on the relevant matters through emails asnecessary from time to time during periods in between those meetings. Specifically, upon firstly
examining the independence, expertise, performance, etc. of multiple candidates for legal advisor andfinancial advisor and third­party valuation institution, on December 20, 2021, the Special Committee
determined to the effect that it appoints Nishimura & Asahi as its own legal advisor independent from
Kintetsu Group Holdings and the Company and Deloitte Tohmatsu Financial Advisory as its own
financial advisor and third­party appraiser independent from Kintetsu Group Holdings and theCompany. The Special Committee confirmed that Nishimura & Asahi and Deloitte Tohmatsu
Financial Advisory are not parties affiliated with Kintetsu Group Holdings or the Company, do nothave any material interest regarding the Transactions including the Tender Offer, and that there isotherwise no concern with respect to the independence of the Transactions.
Also, the Special Committee approved the appointment by the Company of Daiwa Securities as its
financial advisor and third party appraiser and Nakamura, Tsunoda & Matsumoto as its legal advisor
after confirming that there was no concern with respect to the independence, expertise, performance,
etc. of Daiwa Securities and Nakamura, Tsunoda & Matsumoto.
Furthermore, the Special Committee approved the internal framework for examining the Transactions(including the scope of officers and employees of the Company involved in the examinations,
negotiations, and decision­making pertaining to the Transactions, and their duties) established by theCompany after confirming that there was no concern with respect to that examination framework fromthe standpoint of independence and fairness.
Subsequently, the Special Committee examined measures to be taken to ensure the fairness of theprocedures in the Transactions, taking into account legal advice received from Nishimura & Asahi andthe opinions of Nakamura, Tsunoda & Matsumoto.
The Special Committee received explanations from Kintetsu Group Holdings with respect to thebackground for proposing the Transactions, significance and purpose of the Transactions, management
structure and policy after implementation of the Transactions, etc., and held a question­and­answer
session.
Also, the Special Committee received information from the Company with respect to the Company’s
views on significance and purpose of the Transactions, effect on the business of the Company to becaused by the Transactions, management structure and policy after implementation of the Transactions,etc. and any related information, and held a question­and­answer session regarding those matters.
In addition, the Special Committee approved the content, material conditions precedent, backgroundof preparation, etc. of the business proposal prepared by the Company after confirming the24reasonableness thereof based on explanations received from the Company and a question­and­answer
session, as well as taking into account the advice from a financial point of view received from Deloitte
Tohmatsu Financial Advisory. Subsequently, as stated in “(B) Obtainment by the Company of a
Share Price Valuation Report from an Independent Third Party Appraiser” above and “(D) Obtainmentby the Special Committee of a Share Price Valuation Report and a Fairness Opinion from an
Independent Third­Party Appraiser” below, Deloitte Tohmatsu Financial Advisory and Daiwa
Securities conducted evaluations of the Company Shares based on the content of business proposal of
the Company, and the Special Committee received explanations from and held question­and­answer
sessions with Deloitte Tohmatsu Financial Advisory and Daiwa Securities about (i) the calculation
methods used by them for their evaluations of the Company Shares, (ii) the reasons for using those
calculation methods, and (iii) the content of calculations and material conditions precedent for eachcalculation method, and then deliberated on and examined these matters to confirm that they arereasonable. Also, as stated in “(D) Obtainment by the Special Committee of a Share Price Valuation
Report and a Fairness Opinion from an Independent Third­Party Appraiser” below, the Special
Committee received the Fairness Opinion from Deloitte Tohmatsu Financial Advisory on May 12,2022, together with the explanation from Deloitte Tohmatsu Financial Advisory regarding the content
and material conditions precedent for the Fairness Opinion, and the Special Committee confirmed suchcontent and material conditions precedent.
Also, the Special Committee received reports from time to time from the Company and the advisorsof the Company regarding negotiations between the Company and Kintetsu Group Holdings, anddeliberated and discussed such negotiations, taking into account the advice from a financial point ofview received from Deloitte Tohmatsu Financial Advisory and the advice from a legal point of viewreceived from Nishimura & Asahi, and expressed necessary opinions from time to time with respect
to the negotiation policy of the Company. Specifically, since receiving a report from the Company
to the effect that it received on April 1, 2022 the initial proposal from Kintetsu Group Holdings that
the Tender Offer Price should be 4,000 yen per share and an opinion from Daiwa Securities regarding
policy for negotiating with Kintetsu Group Holdings, and the Special Committee examined the
proposal, taking into account the advice received from Deloitte Tohmatsu Financial Advisory andNishimura & Asahi as well as the opinion received from Daiwa Securities and Nakamura, Tsunoda &Matsumoto, and expressed an opinion that the Company should request that Kintetsu Group Holdings
reexamine the Tender Offer Price as it had not yet reached a fair price. After that, upon receiving areport from the Company to the effect that it received from Kintetsu Group Holdings a proposal on
April 15, 2022 for the Tender Offer Price to be 4,040 yen per share, the Special Committee examined
the proposal and expressed an opinion that the Company should request that Kintetsu Group Holdings
reexamine the Tender Offer Price as it had not yet reached a fair price. Subsequently, upon receivinga report from the Company to the effect that it received from Kintetsu Group Holdings a proposal on
April 22, 2022 for the Tender Offer Price to be 4,050 yen per share, the Special Committee examined
the proposal and expressed an opinion that the Company should request that Kintetsu Group Holdings
25

reexamine the Tender Offer Price being set at 4,350 yen per share as it had not yet reached a fair price,and on April 28, the Company requested Kintetsu Group Holdings to reconsider the Tender Offer Pricebeing 4,350 yen. Following that, upon receiving a report from the Company to the effect that it
received a proposal from Kintetsu Group Holdings on May 6, 2022 for the Tender Offer Price to be
4,100 yen per share, the Special Committee examined the proposal and expressed an opinion that theCompany should request that Kintetsu Group Holdings reexamine the Tender Offer Price being set at
4,250 yen as it had not yet reached a fair price and, on May 9, the Company requested Kintetsu Group
Holdings to reconsider the Tender Offer Price being 4,250 yen. As stated above, after receiving theinitial proposal from Kintetsu Group Holdings on April 1, 2022 that the Tender Offer Price should be
4,000 yen per share, the Special Committee received reports from time to time from the Company
regarding the proposals from Kintetsu Group Holdings and played a key role in the overall process of
discussions and negotiations between the Company and Kintetsu Group Holdings regarding the Tender
Offer Price when receiving each report by, after deliberations and examination, giving instructions andrequests to the Company to the effect that the Company should request Kintetsu Group Holdings toreconsider the Tender Offer Price because each of the above prices did not reach an appropriate leveltaking into account the level of premiums in cases similar to the Transactions (going­privatetransactions on the premise of privatization), the result of the calculation of the share value of theCompany using the DCF Method, and other factors. As a result, the Company received on May 11,2022 a proposal from Kintetsu Group Holdings that the Tender Offer Price should be 4,175 yen per
share; accordingly, the Tender Offer Price increased from the initial amount of 4,000 yen proposed by
Kintetsu Group Holdings to 4,175 yen.
Furthermore, on several occasions the Special Committee received explanations from Nakamura,Tsunoda & Matsumoto regarding content of the draft of the Opinion Press Release pertaining to theTender Offer to be announced by the Company, while receiving advice from Nishimura & Asahi,
confirmed that sufficient information disclosure would be provided.
(iii) Details of the Decision
In light of the above background, the Special Committee submitted the Written Report, mainly to thefollowing effect, to the Company’s board of directors as of May 12, 2022, with the unanimous consent
of the members, taking into account the advice from a legal point of view received from Nishimura &Asahi, the advice from a financial point of view received from Deloitte Tohmatsu Financial Advisory,and the content of the Share Price Valuation Report (Deloitte Tohmatsu Financial Advisory) and the
Fairness Opinion received as of May 12, 2022 and as a result of a series of careful discussions andexaminations by the Special Committee on the Advisory Matters.
(a)Details of Reporti.

The Special Committee considers it appropriate for the Company’s board of directors to express
an opinion in favor of the Tender Offer and to recommend that the Company’s shareholders
tender their shares in the Tender Offer.
26

ii.

The Special Committee considers that the decisions of the Company’s board of directors
regarding the Transactions (meaning (A) the decision to express an opinion in favor of the Tender
Offer and to recommend that the Company’s shareholders tender their shares in the Tender Offerand (B) the decision regarding procedures for making the Company a wholly­owned subsidiarythrough a demand for shares cash­out or share consolidation to be performed after the Tender
Offer as part of the Transactions) are not disadvantageous to the minority shareholders of theCompany.

(b)

Reasons for Reporti.

Due to the following reasons, no unreasonable matters can be found in regard to the Company’s
determination that the Transactions will contribute to enhancing the Company’s corporate value.

•

The Special Committee has no objection in regard to the perception concerning matters such as
the business environment surrounding the Company Group on which Kintetsu Group Holdings
and the Company have based their decisions, and in regard to the details of matters such as the
purposes of the Transactions as viewed by Kintetsu Group Holdings and the Company, nomatters have been found that are inconsistent between Kintetsu Group Holdings and theCompany or that are clearly contrary to objective facts.

•

While the Company recognizes that M&A or capital and business alliances, etc. with othercompanies focusing on the medium to long term are necessary in order to achieve its medium­to long­term goals and to achieve sustainable growth amid the expectation of significant industry
changes moving forward, measures such as M&A and capital and business alliances with othercompanies require a massive amount of time for examining counterparties and result in uncertain
profitability over the short term; due to those and other reasons, the Company considers that bybecoming a wholly­owned subsidiary of Kintetsu Group Holdings through the Transactions, itwill become easier to implement such measures from a medium­ to long­term perspective
without needing to take into account the possibility of negative impacts on minority shareholders
due to short­term deterioration in performance, and no unreasonable matters can be found inregard to that perception of the Company.

•

When the Company examines M&A or capital and business alliances in the future, in addition
to the knowledge, know­how, and human resources held by Kintetsu Group Holdings in relation
to M&A, etc. being shared with the Company, there are considered to be certain merits toutilizing efficient financing by Kintetsu Group Holdings, which over the long term has broadly
developed the railway business and other stable businesses with low volatility. In regard tomatters such as the utilization of these tangible and intangible management resources of KintetsuGroup Holdings, it can be said that the explanation that under the current capital relationship, it
is necessary to carefully examine such matters while taking into account the interests of theminority shareholders of the Company, but that through the Company becoming a wholly­owned
27subsidiary of Kintetsu Group Holdings, it will be possible to swiftly collaborate without theabove restriction is a reasonable explanation.
•

In regard to the demerits of the Transactions, while there are concerns regarding matters such as
an impact on hiring and securing personnel and a decline in employee motivation due to theCompany becoming a wholly­owned subsidiary of Kintetsu Group Holdings through theTransactions, according to the management of the Company and to Kintetsu Group Holdings,
they are consulting with each other and examining the provision of sufficient explanations
regarding the Transactions to employees through means such as the formulation of an employee
communication plan, and it is expected that certain measures to address such issues will be taken.

•

Through the Transactions, the Company will lose the merit of transparency being ensured inregard to matters such as sustainability efforts due to the Company being a listed company andthereby being able to easily provide explanations and make appeals to transaction partners inregard thereto; however, the Company’s policy moving forward is to address such issues bymeans such as providing sufficient disclosure, and it has been determined that certain measures
to address such issues are possible.

ii.

Due to the following reasons, it can be considered that the appropriateness of the terms of theTransactions has been ensured.

•No unreasonable matters have been found in regard to the explanations by Daiwa Securities andDeloitte Tohmatsu Financial Advisory in regard to the selection of evaluation methods in the
Company Valuation Report and the Share Valuation Report (Deloitte Tohmatsu Financial
Advisory), and no unreasonable matters can be found in regard to the evaluation methods
adopted based on share price evaluation practices in similar transactions.

•

No unreasonable matters have been found in regard to the valuation method and valuation detailsof the market price method in the Company Valuation Report and the Share Valuation Report(Deloitte Tohmatsu Financial Advisory) in light of current evaluation practices.

•

The Special Committee has confirmed the reasonableness of the business plan prepared by theCompany and used as the basis of the valuation through the DCF Method in the Company
Valuation Report and Share Valuation Report (Deloitte Tohmatsu Financial Advisory).
Additionally, no particularly unreasonable matters were found in regard to the basis or processof valuation through the DCF Method by Daiwa Securities and Deloitte Tohmatsu Financial
Advisory.

•

The Tender Offer Price of 4,175 yen exceeds the upper limits of the share value per Company
Share under the market price method and is within the ranges of values of the share value perCompany Share under the DCF Method calculated in the Company Valuation Report and theShare Valuation Report (Deloitte Tohmatsu Financial Advisory) and exceeds the median (4,124
yen and 4,076 yen, respectively) of both calculations.
28•

The Tender Offer Price of 4,175 yen represents a premium of 38.02% on the closing price of thebusiness day before the announcement date of the implementation of the Tender Offer, 34.98%
on the simple average closing price for the preceding month, 32.71% on the simple averageclosing price for the preceding three months, and 37.47% on the simple average closing price forthe preceding six months, and the Tender Offer Price is an amount that exceeds the highest shareprice since listing (3,545 yen, in a continuous session on March 28, 2022), and although thepremium is slightly less than the median of the premiums on the simple average closing pricesof the shares for the preceding three­month period and preceding six­month period offered inpast tender offer transactions conducted on the premise of privatization, there is no substantial
deviation from such median, and there are no special circumstances where the premiums for thesimple average closing price for the preceding three­month period and the preceding six­month
period need to be emphasized. Also, the premium on the closing price of the business day before
the announcement date is in excess of the median of premiums for the same period for pasttransactions, and the premium on the simple average closing price for the preceding one­month
period is not inferior to the median of premiums for the same period for past transactions.

•

Although the first proposal from Kintetsu Group Holdings that the Tender Offer Price would be
4,000 yen was within the range of the calculation of the value per share of the Company Sharesusing the DCF Method, based on the results of the share valuation (interim report) by Daiwa
Securities, and Deloitte Tohmatsu Financial Advisory, and taking into account the opinions of
the Special Committee provided as appropriate which was based on advice from Deloitte
Tohmatsu Financial Advisory and Nishimura & Asahi, the proposal by Kintetsu Group Holdings
was considered not having reached a fair price yet, and the Company engaged in negotiations
regarding the Tender Offer Price with Kintetsu Group Holdings through fair procedures thateliminated the influence of Kintetsu Group Holdings, as a result of which an agreement wasreached with the Tender Offer Price being 4,175 yen, an increase from the initial amount of
4,000 yen from the price initially proposed by Kintetsu Group Holdings.

•

The Special Committee has received the Fairness Opinion from Deloitte Tohmatsu Financial
Advisory.

•

For the reasons stated in iii. below, it can be found that a minimum number purchase requirementof Share Certificates, Etc. equivalent to a majority of minority condition not being set in theTender Offer does not impair the fairness of the transaction terms of the Tender Offer.

iii.

Due to the following reasons, it can be considered that the fairness of procedures concerning theTransactions has been ensured and that in the Transactions sufficient consideration has been
given to the interests of the minority shareholders of the Company through fair procedures.

•

From the initial stages of the process of setting the terms of the Transactions, it has been ensured
that the Special Committee, which is composed of members selected based on sufficient29

consideration of their independence, expertise, and other attributes, can be involved in regard to
the Transactions.
•

While receiving important information, including nonpublic information, and obtaining theexpert advice and opinions, etc. of outside advisors, etc.,, the Special Committee has been
substantially involved in the process of negotiations between the Company and Kintetsu Group
Holdings regarding transaction terms such as the Tender Offer Price, and a system has been
ensured in which the Company’s board of directors can perform decision­making while
respecting the opinions of the Special Committee.

•

Remuneration for members of the Special Committee will be paid regardless of whether theTransactions are successfully completed.

•

Of the eight directors of the Company, Mr. Tetsuya Kobayashi, who holds a position as a directorof Kintetsu Group Holdings, and Mr. Kazuyasu Ueda, who held a position as an officer ofKintetsu Group Holdings in the past, plan to not participate in any way in deliberations andresolutions of the Company’s board of directors concerning the Transactions. Additionally, ofthe audit and supervisory board members of the Company, Mr. Yusuke Kawasaki, who holds a
position as an audit and supervisory board member of a subsidiary of Kintetsu Group Holdings,
plans to not participate in any way in deliberations of the board of directors stated above and torefrain from expressing opinions upon resolutions of the board of directors stated above.

•

The Company has established a project team comprising solely officers and employees of theCompany who do not concurrently hold a position as an officer or employee in any company ofKintetsu Group Holdings Group (excluding the Company Group) (the “Tender Offeror Group(Excluding the Company Group)”) and who have not held a position as an officer or employee
in any company of Kintetsu Group Holdings Group (Excluding the Company Group) in the pastand has created an internal system for examining, negotiating, and making determinations about
the Transactions independently from Kintetsu Group Holdings.

•

The Company and the Special Committee have each received independent expert advice, etc.
from outside experts.

•

The Company has obtained the Company Valuation Report, and the Special Committee has
obtained the Share Valuation Report (Deloitte Tohmatsu Financial Advisory).

•

The Special Committee has obtained the Fairness Opinion from Deloitte Tohmatsu Financial
Advisory.

•In the Transactions, the opportunity for tender offer proposals from other tender offerors has
been ensured by setting the tender offer period to a relatively long period and not hindering
opportunities for counter tender offers.

30

•In the Tender Offer, there is no plan to set a majority of minority condition; however, in theTransactions, as Kintetsu Group Holdings holds 33,900,800 Company Shares (ownership ratio:
47.09%) when including shares held indirectly through its subsidiaries, it is possible that setting
a majority of minority condition in the Tender Offer would make the successful completion of
the Tender Offer uncertain and would not contribute to the interests of general shareholders whowish to tender their shares in Kintetsu Group Holdings, in addition to which other sufficientmeasures to ensure fairness have been taken in regard to the Transactions, and accordingly, it
can be found that not setting a majority of minority condition in Kintetsu Group Holdings does
not impair the fairness of the procedures of the Tender Offer.

•

Sufficient information which would contribute to appropriate decisions by minority shareholders
is planned to be disclosed in the Company’s disclosure materials relating to the Transactions.

•

In the Transactions, when the minority shareholders tender or do not tender their shares in theTender Offer, if they do not tender their shares, it can be said that consideration has been givenso that they will not be placed in circumstances in which it is anticipated that they will be treateddisadvantageously and that consideration has been given to avoid placing coercive pressure on
the minority shareholders, and accordingly, it can be found that measures to contribute toensuring the fairness of procedures have been taken.

iv.

As stated in i. through iii. above, based on the facts that no unreasonable matters have been foundin regard to the determination of the Company that the Transactions will contribute to enhancing
the Company’s corporate value, that the appropriateness of the terms of the Transactions
including the Tender Offer Price has been ensured, and that sufficient consideration has been
given to the interests of the minority shareholders of the Company through fair procedures in theTransactions, the Special Committee considers it appropriate for the Company’s board of
directors to express an opinion in favor of the Tender Offer and to recommend that theCompany’s shareholders tender their shares in the Tender Offer.

v.

Based on the above examination results, the Special Committee considers that the decisions of
the Company’s board of directors regarding the Transactions (meaning (A) the decision toexpress an opinion in favor of the Tender Offer and to recommend that the Company’s
shareholders tender their shares in the Tender Offer and (B) the decision regarding procedures
for making the Company a wholly­owned subsidiary through a demand for shares cash­out or
share consolidation to be performed after the Tender Offer as part of the Transactions) are notdisadvantageous to the minority shareholders of the Company.

(D) Obtainment by the Special Committee of a Share Price Valuation Report and a Fairness Opinion
from an Independent Third­Party Appraiser(i)Name of Appraiser and Its Relationship with the Company and Kintetsu Group Holdings31

In examining the Advisory Matters, the Special Committee requested Deloitte Tohmatsu Financial
Advisory, a financial advisor and third­party appraiser independent of the Company and KintetsuGroup Holdings, to calculate the value of the Company Shares and provide an opinion on whether theterms of the Transactions are fair to the minority shareholders of the Company from a financial
perspective, and obtained the Share Valuation Report (Deloitte Tohmatsu Financial Advisory) and the
Fairness Opinion as of May 12, 2022. Deloitte Tohmatsu Financial Advisory is not a related partyof the Company or Kintetsu Group Holdings and does not have a material interest in the Tender Offer
that should be stated. Also, the compensation of Deloitte Tohmatsu Financial Advisory for theTransactions is solely composed of fixed­rate fees to be paid irrespective of whether the Transactions
are successfully completed and does not include any contingency fees which will be payable subject
to the successful completion of the Transactions, including the Tender Offer.

(ii)Outline of Valuation Pertaining to the Company Shares

After considering which of several calculation methods should be used to calculate the value of theCompany Shares, on the assumption that the Company is a going concern, and based on the belief thatmultifaceted valuation of the value of the Company Shares would be appropriate, Deloitte Tohmatsu
Financial Advisory analyzed the share value of the Company using the following valuation methods:(i) the market price method, because the Company Shares are listed on the TSE Prime Market (prior
to April 3, 2022, the TSE First Section) and have a market price and (ii) the DCF Method, in order toreflect the content of the Company’s business results and projections, etc. in the valuation, and theSpecial Committee obtained the Share Valuation Report (Deloitte Tohmatsu Financial Advisory) as of
May 12, 2022.
The range of values per share of the Company Shares calculated by using the aforementioned methods
is as follows.

Market price method: From 3,025 yen to 3,146 yen
DCF Method: From 3,589 yen to 4,821 yen

The range of values per share of the Company Shares obtained from the market price method is 3,025
yen to 3,146 yen, which is calculated by using May 12, 2022 as the record date for calculation, based
on 3,025 yen, the closing price of the Company Shares quoted on the TSE Prime Market (prior to April
3, 2022, the TSE First Section) as of the record date, 3,093 yen, the simple average closing price overthe preceding one­month period, 3,146 yen, the simple average closing price over the preceding three­month period, and 3,037 yen, the simple average closing price over the preceding six­month period.

32

The range of values per share of the Company Shares obtained from the DCF Method is 3,589 yen to
4,821 yen, which is derived by analyzing the Company’s corporate value and share value as calculatedby discounting to the present value, at a certain discount rate, the free cash flow that the Company is
expected to generate in and after the fiscal year ending March 2023 based on revenues and investment
plans set out in the Company’s business plan prepared by the Company for the six fiscal years fromthe fiscal year ending March 2023 to the fiscal year ending March 2028, as well as other factors suchas publicly released information. Further, the discount rate used for calculation is 9.00%～10.00%,
and the perpetual growth rate method was used to calculate the going concern value, with a perpetual
growth rate of 1.48% to 2.48%.
Details of the business plan prepared by the Company that was used by Deloitte Tohmatsu Financial
Advisory for the analysis using the DCF Method have been analyzed and examined by conducting
interviews with the Company on multiple occasions and taking other actions. Details of the businessplan have also been confirmed by the Special Committee in terms of the reasonableness of their details,
material assumptions, and the preparation process, as stated in “(C) Establishment by the Company ofan Independent Special Committee, and Obtainment of a Written Report Therefrom” above. The
business plan includes a fiscal year in which a significant increase or decrease in profit is expected.
Specifically, as strong demand for transportation is outstripping supply of air and ocean freightshipping space due to reduced passenger flights and disruptions in marine container logistics causedby the impact of the COVID­19 pandemic, there continues to be an imbalance of supply and demand
and a rise in freight costs, which is expected to remain at such levels for some part of the fiscal year
ending March 2023. For the fiscal year ending March 2024, the operating income is expected todecrease by 49.7% year on year due to prospects that the COVID­19 pandemic will subside, thus
further relaxing restrictions on operations, leading to recovery in the number of passenger flights andnormalization of marine container logistics, thereby resolving disruptions in international logistics andleveling out freight costs. On the other hand, free cash flow for the fiscal year ending March 31, 2024
is expected to increase 40.8% year­on­year as a result of a decrease in sales due to the normalizationof the supply­demand balance and the leveling off of freight rates, which will also reduce working
capital. In addition, the operating income is expected to increase by 30.5% year on year for the fiscal
year ending March 2025 and onwards due to the realization of measures to expand transaction volume.
On the other hand, free cash flow for the fiscal year ending March 31, 2025 is expected to decrease by
72.2% year­on­year due to an increase in working capital as sales increase due to the realization ofthese measures.
The synergy effects expected to be realized through the Transactions have not been taken into accountin the above calculation, as they are difficult to specifically estimate at this time.
The Company’s financial forecast figures, which were used as the premise for the calculation under
the DCF Method, are as follows.

33

(Million yen)

FiscalYear
EndingMarch
2023

FiscalYear
EndingFiscalYear
EndingFiscalYear
EndingFiscalYear
EndingFiscalYear
Ending

March
2024

March
2025

March
2026

March
2027

March
2028

Net sales

944,532

747,567

785,101

821,100

854,708

893,160

Operating
Income50,59925,44333,21038,47740,932

43,588

EBITDA

72,05946,90354,67059,93762,39265,048

Free Cashflows

51,991

73,197

20,37524,32826,462

27,480Also, the Special Committee has obtained the Fairness Opinion as of May 12, 2022.

(iii) Outline of the Fairness Opinion
The Special Committee obtained from Deloitte Tohmatsu Financial Advisory the Fairness Opinion,
dated May 12, 2022 to the effect that the Tender Offer Price of 4,175 yen per share is fair to theminority shareholders of the Company from a financial perspective.
The Fairness Opinion was issued with the approval of the fairness opinion board, a committee
independent of the engagement team, at Deloitte Tohmatsu Financial Advisory.
Deloitte Tohmatsu Financial Advisory is expected to receive a fixed compensation for its services
related to the Transactions, irrespective of whether the Transactions are successfully completed. Also,
Deloitte Tohmatsu Financial Advisory is expected to receive reimbursement from the Company of any
expenses incurred in the course of the provision of its services. The agreement between the Company
and Deloitte Tohmatsu Financial Advisory states that Deloitte Tohmatsu Financial Advisory will beheld harmless from certain liabilities arising from the provision of its services and that the Company
will indemnify Deloitte Tohmatsu Financial Advisory for certain liabilities.
Deloitte Tohmatsu Financial Advisory and its affiliates provide various services, including audit,
consulting, and financial advisory services. As a result, Deloitte Tohmatsu Financial Advisory or34

any of its affiliates may be providing their services to the Company, Kintetsu Group Holdings, or anyof their respective affiliates. In addition, in the future, Deloitte Tohmatsu Financial Advisory or anyof its affiliates may provide any services to the Company, Kintetsu Group Holdings, or any of theirrespective affiliates.
In expressing the opinions contained in the Fairness Opinion, Deloitte Tohmatsu Financial Advisory
specifically analyzed and examined the following:(i)

The Company’s explanation of the details of the Transactions;(ii)

Recent status of the industry to which the Company belongs;(iii) Market prices and the status of market transactions of the Company Shares;(iv) The details of the Company’s business and operations, financial position and future businessplans as well as the information on the business impact of the Transactions, as gained throughinterviews with the management of the Company and the Special Committee; and(v)

Other information that Deloitte Tohmatsu Financial Advisory deemed necessary or appropriate
and obtained through inquiries to the Company or general investigations.

In expressing the opinions contained in the Fairness Opinion, Deloitte Tohmatsu Financial Advisory
assumed and relied on the truthfulness, accuracy, and completeness of all of the financial information
to which it referred, the publicly available information, and any other information provided by theCompany. Deloitte Tohmatsu Financial Advisory did not independently verify, and assumes noresponsibility for the truthfulness, accuracy, and completeness of, such information. In expressing
the opinions contained in the Fairness Opinion, Deloitte Tohmatsu Financial Advisory has notprovided any auditing or any other guarantee services in relation to any assets or liabilities (including
derivatives, off­balance sheet assets and liabilities, and other contingent liabilities), nor has requested
any third party to provide auditing or any other guarantee services. Deloitte Tohmatsu Financial
Advisory has not assessed the creditworthiness of the Company under applicable laws relating tobankruptcy, suspension of payments, or similar matters. In expressing the opinions contained in the
Fairness Opinion, Deloitte Tohmatsu Financial Advisory assumed that the Company’s prospective
business plan that Deloitte Tohmatsu Financial Advisory used with the Company’s consent had beenreasonably prepared incorporating the optimal and best projections and decisions available to theCompany. Furthermore, in expressing the opinions contained in the Fairness Opinion, Deloitte
Tohmatsu Financial Advisory relied on the Company’s prospective business plan and related materials
that it used without conducting any independent investigation into them.
In expressing the opinions contained in the Fairness Opinion, Deloitte Tohmatsu Financial Advisory
relied on a confirmation letter provided by the Company’s management with regard to the fact that nomaterial events with respect to the Company occurred that were not disclosed to Deloitte Tohmatsu
Financial Advisory as of the date of the Fairness Opinion along with other matters. In expressing theopinions contained in the Fairness Opinion, Deloitte Tohmatsu Financial Advisory assumed that all35

consents and approvals from the government and supervisory authorities that are necessary for the
successful completion of the Transactions were obtained by the Company or Kintetsu Group Holdings
without affecting in any manner the anticipated benefits of the Transactions. Furthermore, Deloitte
Tohmatsu Financial Advisory assumed that the accounting and tax effect of this Transaction does notdiffer from the assumptions and premise of such effect presented to Deloitte Tohmatsu Financial
Advisory.
The purpose of the Fairness Opinion is to provide the Company’s board of directors and Special
Committee with reference information for making managerial decisions and is not intended to containany recommendation to the Company’s shareholders to exercise their voting rights concerning theTransactions. The Fairness Opinion is not addressed to any third party other than the Company andno third party may trust or rely on the opinion for any purpose. Accordingly, Deloitte Tohmatsu
Financial Advisory does not assume any responsibility for any reason toward any third party (including
the Company’s shareholders) other than the Company.
Deloitte Tohmatsu Financial Advisory assumes no obligations towards the Company or theCompany’s board of directors or Special Committee to solicit a decision of a third party concerning
the Transactions, and has not solicited such in the past and has no plan to solicit in the future.
The Fairness Opinion is based on business, economy, market, and other situations existing as of May
12, 2022 or the date this information were provided to Deloitte Tohmatsu Financial Advisory. In
rendering the Fairness Opinion, Deloitte Tohmatsu Financial Advisory has not analyzed or examined(i) the business decision that is the basis for implementing the Transactions or (ii) whether the terms
expected in the Transactions constitute the best realizable price, and it shall not be obligated to conduct
such analysis or examination. The Fairness Opinion does not represent any views concerning theCompany’s solvency before or after the Transactions.
The Fairness Opinion may not, without the prior written consent of Deloitte Tohmatsu Financial
Advisory, be used for any purpose other than by the Company’s board of directors and Special
Committee as reference information for making managerial decisions, nor be disclosed or provided toa third party.
The Company acknowledges that even if there is any change in circumstances on and after May 12,2022 that would affect any opinion of Deloitte Tohmatsu Financial Advisory contained in the Fairness
Opinion, Deloitte Tohmatsu Financial Advisory assumes no obligation or responsibility to renew,
amend, supplement, or reconfirm the Fairness Opinion.
As of May 12, 2022, Deloitte Tohmatsu Financial Advisory believes that the terms expected in theTransactions is fair to the minority shareholders of the Company from a financial perspective basedon the findings above and on the assumption that there are no significantly unreasonable elements in
the Company’s decision­making process concerning the Transactions.

36

(E)

Advice Received by the Special Committee from an Independent Law Firm

The Special Committee appointed Nishimura & Asahi as its legal advisor independent from theCompany and Kintetsu Group Holdings and receives legal advice regarding examinations anddeliberations on the Advisory Matters at the Special Committee. In addition, Nishimura & Asahi
does not constitute a related party of the Company or Kintetsu Group Holdings and has no materialinterest in the Transactions, including the Tender Offer.

(F)

Advice Received the Company from an Independent Law Firm

The Company appointed Nakamura, Tsunoda & Matsumoto as its legal advisor
independent from the Company and Kintetsu Group Holdings and receives legal advice
regarding measures to be taken to ensure the fairness of the procedures of theTransactions, various procedures for the Transactions, and the method and process of thedecision-making of the Company for the Transactions, as well as other matters requiringconsideration upon decision-making. In addition, Nakamura, Tsunoda & Matsumoto does notconstitute a related party of the Company or Kintetsu Group Holdings and has no material interest in
the Transactions, including the Tender Offer.

(G) Creation by the Company of an Independent Examination System
As stated in “(1) Grounds and reasons for the decision to approve the Demand for Shares Cash­Out”
above, the Company created an internal system for examining, negotiating, and making determinations
about the Transactions independently of Kintetsu Group Holdings. Specifically, after receiving awritten proposal from Kintetsu Group Holdings on December 6, 2021, stating that it wished tocommence initial examinations and discussions towards the implementation of the Transactions, theCompany established a project team for conducting examinations regarding the Transactions(including preparing the business plan which serves as the basis for the calculation of the value of theCompany Shares) as well as discussions and negotiations with Kintetsu Group Holdings. The project
team comprises, and will continue to comprise, solely members who do not concurrently hold aposition as an officer or employee in any company of Kintetsu Group Holdings Group (excluding theCompany Group) and who have not held a position as an officer or employee in any company ofKintetsu Group Holdings Group (excluding the Company Group) in the past. The Company hasreceived the approval of the Special Committee regarding there being no problem from the perspectiveof independence and fairness with respect to the examination system at the Company (including thescope of officers and employees of the Company to be involved in examining, negotiating, and making
determinations about the Transactions and the duties thereof), including the exclusion of theCompany’s officers and employees as stated above.
37

(H) Approval of All Disinterested Directors of the Company and Opinion of All Disinterested Audit
and Supervisory Board Members at the Company that They Had No Objection
The Company carefully discussed and examined as to whether the Transactions, including the Tender
Offer by Kintetsu Group Holdings, would contribute to enhancing the Company’s corporate value andwhether various terms of the Transactions, including the Tender Offer Price, were appropriate in lightof the legal advice obtained from Nakamura, Tsunoda & Matsumoto, the advice received from Daiwa
Securities from a financial perspective, the details of the Company Valuation Report, the Share
Valuation Report (Deloitte Tohmatsu Financial Advisory) and the Fairness Opinion received throughthe Special Committee, the Written Report obtained from the Special Committee, the details ofcontinuous discussions conducted several times with Kintetsu Group Holdings, and other relatedmaterials. As a result, as stated in “(1) Grounds and reasons for the decision to approve the Demandfor Shares Cash­Out” above, the Company has resolved, at its board of directors meeting held on May
13, 2022, to state its opinion supporting the Tender Offer, and to recommend that the Company’s
shareholders tender their shares in the Tender Offer.
In order to eliminate the effects of structural conflicts of interest in the Transactions, discussions were
held by and unanimous resolution was made at the above board of directors meeting by six directors
out of eight directors of the Company excluding Mr. Tetsuya Kobayashi and Mr. Kazuyasu Ueda,
because Mr. Tetsuya Kobayashi holds a position as a director of Kintetsu Group Holdings and Mr.
Kazuyasu Ueda held a position as an officer of Kintetsu Group Holdings in the past. All of the audit
and supervisory board members present at the board of directors meeting above (three audit andsupervisory board members (of whom one is an outside audit and supervisory board member) out offour audit and supervisory board members) expressed the opinion that they had no objections withrespect to the resolution. At the Company’s audit and supervisory board meeting held on May 13,2022 prior to the above resolution, the audit and supervisory board members present (three audit andsupervisory board members (of whom one is an outside audit and supervisory board member) out offour audit and supervisory board members) unanimously passed a resolution to the effect that they had
no objection to the Company’s board of directors meeting stating its opinion approving the Tender
Offer and recommending that the Company’s shareholders tender their shares in the Tender Offer.
In order to eliminate the effects of structural conflicts of interest in the Transactions, Mr. Yusuke
Kawasaki, an audit and supervisory board member of the Company who holds a position as an audit
and supervisory board member at a subsidiary of Kintetsu Group Holdings, did not participate in anyof the deliberations at the board of directors meeting and audit and supervisory board meeting andrefrained from expressing his opinion regarding the resolution of the board of directors and audit andsupervisory board.
In order to eliminate the effects of structural conflicts of interest in the Transactions, two of thedirectors of the Company directors (Mr. Tetsuya Kobayashi and Mr. Kazuyasu Ueda) did notparticipate in the deliberation or resolution by the board of directors for the Transactions, including the38

said board of directors meeting, nor did they participate in the discussion or negotiation of theTransactions on behalf of the Company.

(I)

No Transaction Protection Clause

The Company and Kintetsu Group Holdings have not entered into any agreement that restricts theCompany from contacting persons other than Kintetsu Group Holdings making counter tender offers(“Counter Offerors”), including any agreement containing a transaction protection clause that forbids
the Company from contacting Counter Offerors, so that opportunities to make a counter tender offer,etc. will not be hindered, thereby giving consideration to ensuring the fairness of the Tender Offer.

(J)

Measures to Ensure That the Company’s Shareholders Have the Opportunity to Make
Appropriate Judgments as to Whether or Not to Tender in the Tender Offer

As stated in “(5) Policy for Organizational Restructuring, Etc. after the Tender Offer (Matters relating
to the so­called “Two­Step Acquisition”)” in “3. Details of Opinion on the Tender Offer and Grounds
and Reasons Therefor” in the Opinion Press Release, Kintetsu Group Holdings ensures an opportunity
for the Company’s shareholders to properly decide whether or not to tender their shares in the Tender
Offer and gives consideration to avoid placing coercive pressure on the Company’s shareholders(excluding Kintetsu Group Holdings and the Company) by (i) employing methods ensuring the rightof the Company’s shareholders to request purchase of shares or to petition for a determination of theprice of shares, wherein depending on the number of shares acquired by Kintetsu Group Holdings
through the successful completion of the Tender Offer, Kintetsu Group Holdings, promptly after thecompletion of the settlement of the Tender Offer, either will make the demand for shares cash­out for
all of the Company Shares (excluding the Company Shares owned by Kintetsu Group Holdings andtreasury shares owned by the Company) or will make a demand to the Company to convene theextraordinary shareholders’ meeting at which the agenda items will include proposals for the shareconsolidation and a partial amendment to the Company’s articles of incorporation to abolish theprovisions on share units on the condition that the share consolidation takes effect, and (ii) clarifyingthat the amount of money to be delivered to the Company’s shareholders as consideration for each
Company Share in a demand for shares cash­out or share consolidation will be calculated to be equal
to the price obtained by multiplying the Tender Offer Price by the number of the Company Shares
owned by those shareholders (excluding the Company and Kintetsu Group Holdings).
In addition, while the minimum tender offer period set forth in the laws and regulations is 20 Business
Days, Kintetsu Group Holdings has set the Tender Offer Period at 37 Business Days. By setting theTender Offer Period to a relatively long period, Kintetsu Group Holdings ensures that the shareholdersof the Company are provided with an opportunity to make an appropriate decision on whether or not
39

to tender their shares in response to the Tender Offer, and thereby Kintetsu Group Holdings intends toensure the appropriateness of the Tender Offer Price.

4.

Future Prospects

The Company’s management structure, management policy and plans, etc. after the Company’s
decision to approve the Demand for Shares Cash­Out will be discussed and deliberated between the
Company and Kintetsu Group Holdings.

5.

Matters Relating to Transactions with a Controlling Shareholder(1)

Status of Compliance with the Policy on Measures to Protect Minority Shareholders inTransactions with a Controlling Shareholder

Since Kintetsu Group Holdings is a controlling shareholder (the parent company) of the Company, theapproval of the Demand for Shares Cash­Out by the Company’s board of directors constitutes atransaction with a controlling shareholder for the Company. While the Company did not establish a“Policy on Measures to Protect Minority Shareholders in Transactions with a Controlling Shareholder”
in its Corporate Governance Report disclosed on June 20, 2022 and updated on June 30, 2022, its basic
policy in conducting transactions with a controlling shareholder is to take measures to ensure thefairness of transactions with a controlling shareholder and measures to avoid conflicts of interest, suchas by receiving advice from experts and third­party institutions who do not have a material interest in
the Company or the controlling shareholder as necessary, and to make decisions upon careful
deliberation by the board of directors in order to appropriately conduct the transactions withoutharming the interests of minority shareholders.
As stated in “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid Conflicts ofInterest” under “3. Grounds and Reasons, etc. for the Decision to Approve the Demand for Shares
Cash­Out” above, with regard to the process leading to the Company’s decision­making regarding theapproval of the Demand for Shares Cash­Out, the Company’s board of directors has conducted careful
discussions and examinations in light of the Company Valuation Report prepared by Daiwa Securities,
the legal advice received from the Company’s legal advisor, Nakamura, Tsunoda & Matsumoto,regarding the method and process of the decision­making of the Company’s board of directors forvarious procedures relating to the Transactions, including the Demand for Shares Cash­Out, as well asother matters requiring consideration upon decision­making, the Written Report submitted by theSpecial Committee, and other related materials. Since the Company has taken appropriate measures
to avoid harming the interests of minority shareholders, it determined that these measures conform to
the above­mentioned basic policy.

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(2)

Matters Concerning Measures to Ensure Fairness and Avoid Conflicts of Interest

Please refer to “(4) Measures to Ensure Fairness of the Transactions and Measures to Avoid Conflictsof Interest” under “3. Grounds and Reasons, etc. for the Decision to Approve the Demand for Shares
Cash­Out” above.

(3)

Summary of Opinion that the Transactions are Not Disadvantageous to the Company’s Minority
Shareholders Obtained From Parties Having No Conflict of Interest with the Controlling
Shareholder

On May 12, 2022, the Company received the Written Report from the Special Committee, which is
independent from the Company and Kintetsu Group Holdings, stating that the decisions of theCompany’s board of directors regarding the Transactions (meaning (A) the decisions to express an
opinion in favor of the Tender Offer and to recommend that the Company’s shareholders tender theirshares in the Tender Offer and (B) the decisions regarding procedures for making the Company awholly­owned subsidiary through a demand for shares cash­out or share consolidation to be performed
after the Tender Offer as part of the Transactions) can be considered to not be disadvantageous to theminority shareholders of the Company.
For more details, please refer to “(C) Establishment by the Company of an Independent Special
Committee, and Obtainment of a Written Report Therefrom” under “(4) Measures to Ensure Fairnessof the Transactions and Measures to Avoid Conflicts of Interest” under “3. Grounds and Reasons, etc.
for the Decision to Approve the Demand for Shares Cash­Out” above.
The Written Report is related to the Transactions, including the Demand for Shares Cash­Out, so theCompany did not obtain any further opinions regarding the Demand for Shares Cash­Out from any
party who has no interest in the controlling shareholder.

End

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